Confidentiality and Trade Secrets. (a) The Executive acknowledges and agrees that his position as an employee of the Company will afford him a unique opportunity to acquire confidential information concerning the Company and that the misappropriation or disclosure of such confidential information would cause irreparable harm to the Company. The Executive recognizes and agrees that he will have access to certain confidential information of the Company that is not generally available to the public and that such information constitutes valuable, special and unique property of the Company. The Executive acknowledges that such confidential information includes information concerning the Business and the Company including, without limitation, financial information concerning the Business or the Company, the names and addresses of actual and potential customers or acquisition or investment targets of the Business or the Company, studies of prospective market areas for the Business, supply sources, products, technical data, notes, diagrams, drawings, flow charts, ideas, techniques, specifications, procedures, processes, research, development, and trade secrets of the Business and the Company (such information whether related to the Business or the Company being referred to collectively as the “Confidential Information”). Confidential Information shall not include any information or documents (i) that are or become publicly available or otherwise known in the industry without breach of this Section 4.02; or (ii) that the Executive rightfully receives from any third party which is not breaching an obligation of confidence with the Company or without an accompanying obligation of confidence; or (iii) that were known to or by the Executive prior to his appointment with the Company without breach of this Section 4.02. In the event that the Executive is requested in any court or governmental proceeding to disclose any Confidential Information, the Executive shall give the Company prompt notice of such request such that the Company may seek a protective order or other appropriate relief and shall cooperate in all respects with the Company in its efforts in connection therewith.
(b) The Executive will keep confidential and will not, during his employment and for a period of five (5) years after any termination under this Agreement (whether by expiration or pursuant to Section 5.01 or otherwise), directly or indirectly, divulge to anyone, use or otherwise appropriate any of the Confidential Information for ...
Confidentiality and Trade Secrets. For purposes of this Section 8, the term "Company" shall collectively refer to the Company and any affiliate thereof.
Confidentiality and Trade Secrets. Executive hereby assigns and --------------------------------- transfers to the Company all company price lists, pricing information, customer lists, customer names, financial information, trade secrets, confidential trade knowledge, know-how, unprinted or printed data, and other related intangible property obtained or developed during or prior to the term of this Agreement, belonging to, used by, or developed by or for the benefit of the Company (together with all such Company price lists, pricing information, customer lists, customer names, financial information, trade secrets, confidential trade knowledge, know-how, unprinted or printed data, and other related intangible property obtained or developed during or prior to the term of this Agreement, belonging to, used by, or developed by or for the benefit of the Company, collectively "Trade Secrets"). All such Trade Secrets shall be kept strictly confidential by Executive and Executive shall not divulge or communicate to any other person or entity, during the term of his employment hereunder or at any time thereafter in perpetuity by any means whatsoever, said Trade Secrets except with the specific written consent of the Company. At the Company's request, Executive agrees to assist the Company, in every proper way to obtain, for its or their own benefit, patents and registered copyrights (where applicable) for discoveries, inventions or improvements thereof in any and all countries, and execute all necessary documents to effectuate the above assignment and transfer. All such discoveries, inventions or improvements are to be and remain the property of the Company whether patented or not. Notwithstanding any provision in this Agreement to the contrary, this paragraph shall not apply to an invention which was developed entirely on the Executive's own time without using the Company's equipment, supplies, facilities or trade secret information except for those inventions that either (i) relate at the time of conception or reduction to practice of the invention to the Company's business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by the Executive for the Company or its subsidiaries. THIS AGREEMENT DOES NOT APPLY TO AN INVENTION WHICH QUALIFIES FULLY UNDER SECTION 2870 OF THE LABOR CODE OF THE STATE OF CALIFORNIA.
Confidentiality and Trade Secrets. Employee's work for the Company will involve confidential information and/or trade secrets of the Company, including matters of a technical nature, such as scientific, trade and engineering secrets, formulae, processes, machines, inventions, and research projects; matters of business nature, such as information about costs, profits, markets, sales, and lists of customers and vendors, databases, computer programs and models; and other information of a similar nature, including plans for future products and services. Employee agrees to keep secret all confidential information and trade secrets of the Company and agrees not to disclose, either directly or indirectly, such information to anyone outside the Company, during or after Employee's employment with the Company except upon written consent of the Board of Directors. Employee shall keep such matters confidential after leaving the employment of the Company, regardless of the reason for the separation of employment.
Confidentiality and Trade Secrets. All information or materials relating to or prepared by a party to this Agreement which are obtained or reviewed in any inspection or through the course of business during the term of this Agreement, including but not limited to, CUNA Mutual’s insurance policy information, coverage plan and rates and CUNA Mutual’s or CUNA Brokerage’s policies and procedures, practices, billing information, claims information, business relationship information, statistical data, and any other know-how and information, shall be held in strict confidence by the parties hereto. No party shall permit any third party to copy, review or use the other party’s confidential or proprietary materials at any time. CUNA Mutual and CUNA Brokerage shall have sole and exclusive ownership of all right, title and interest in “Trade Secrets” and Broker-Dealer shall obtain no such rights hereunder. “Trade Secrets” shall be defined as a whole or any portion thereof of any business, sales or legal information, process, procedure, know-how that provides a party with a significant competitive advantage in the development, construction, conduct, operation, control, marketing, sale, management, administration, maintenance or servicing of insurance, or financial products. This provision shall survive the termination of this Agreement.
Confidentiality and Trade Secrets. The EMPLOYEE recognizes and acknowledges that during the course of his/her employment, he/she will have access to and become acquainted with confidential, trade secret and proprietary information about Anacomp's businesses and customers (hereinafter collectively referred to as the "Protected Information"). The parties hereto recognize that the Protected Information available to EMPLOYEE may pertain both to customers and accounts handled by EMPLOYEE personally as well as accounts with which EMPLOYEE is not personally involved. The parties agree that all Protected Information constitutes a trade secret of Anacomp. Protected Information may include, but is not limited to, the names, addresses, and requirements of any customer or prospective customer of Anacomp; the terms (including price terms) of contractual relations with such customers; special requirements of such customers; the identities of individual contacts at such customers; and any other information relating to Anacomp's research, operations, business relationships, engineering data or results, specifications, concepts, methods, processes, rates or schedules, vendor information, products or services (including prices, costs, sales or content), financial information or measures, business methods, future business plans, data bases, computer programs, designs, models, operating procedures, and knowledge of the organization. The EMPLOYEE recognizes and acknowledges that all of the Protected Information is valuable, special and essential to the successful and effective conduct of Anacomp's business. Therefore, the EMPLOYEE shall not, during his/her employment with Anacomp or at any time thereafter, regardless of the reasons for leaving that employment, use, disclose or communicate, directly or indirectly, any Protected Information to any third party for any reason or purpose whatsoever, except as required in the course of his/her employment with Anacomp. Further, upon the termination of his/her employment with Anacomp, for any reason whatsoever, EMPLOYEE shall promptly return any and all copies of any written material, documents, computer hardware and software, tools and equipment belonging to Anacomp or relating to the business of Anacomp in his/her possession.
Confidentiality and Trade Secrets. Employee acknowledges that the manuals, methods, forms, techniques and systems which Employer owns, plans or develops, whether for its own use or for use by or with its clients, are confidential trade secrets and are the property of Employer. Employee further acknowledges that he will obtain access to confidential information concerning Employer’s clients, including their business affairs, special needs, preferred methods of doing business, methods of operation, key contact personnel and other data, all of which provides Employer with a competitive advantage and none of which is readily available except to employees of Employer. Employee further acknowledges that he will obtain access to the names, addresses, telephone numbers, qualifications, education, accomplishments, experience, availability, resumes and other data regarding persons who have applied or been recruited for temporary or permanent employment by Employer, as well as job order specifications and the particular characteristics and requirements of persons generally hired by a client, specific job listings, mailing lists, computer runoffs, financial and other information, all of which provides Employer with a competitive advantage and none of which is readily available except to employees of Employer. Employee agrees that all of the foregoing information regarding Employer’s methods, clients and employees constitutes valuable and proprietary trade secrets and confidential information of Employer (hereafter “Confidential Information”).
Confidentiality and Trade Secrets. (a) The Employee agrees to maintain in strict confidence, and not use or disclose to anyone except pursuant to written instructions from the Company, any “Trade Secret” of the Company, for so long as the pertinent data or information remains a Trade Secret, provided that the obligation to protect the confidentiality of any such information or data shall not be excused if such information or data ceases to qualify as a Trade Secret as a result of the unauthorized acts or omissions of the Employee.
(b) The Employee agrees to maintain in strict confidence and, except as necessary to perform his duties hereunder, not to use or disclose any “Confidential Information” during his employment hereunder and for a period of two (2) years thereafter.
(c) Upon termination of the Employee’s employment with the Company, the Employee shall not retain or destroy and shall return to the Company any and all property and all business records of the Company and its customers, including, but not limited to, cell phones, keys, credit and identification cards, computers, files, personal items or equipment provided to the Employee for his use, together with all written or recorded materials, contracts, calendars, telephone lists, electronically stored information, documents, computer disks, plans, records (including, without limitation, customer records on computer drives, computer disks or paper), notes or other materials relating to the Company, its business or its customers, including all copies thereof, regardless of whether the Employee prepared them himself or they were provided to the Employee by the Company or any customer. At all times, the items listed above shall remain the property of the Company or its customers.
(d) The Employee may disclose Trade Secrets or Confidential Information pursuant to any order or legal process requiring him (in his legal counsel’s reasonable opinion) to do so, provided that the Employee shall first have notified the Company in writing of the request or order to so disclose the Trade Secrets or Confidential Information in sufficient time to allow the Company to seek an appropriate protective order.
Confidentiality and Trade Secrets. Executive acknowledges that, in the course of his employment with the Bank, Executive will acquire information about the Bank’s borrowers and clients, terms and conditions of Bank transactions, pricing information for the purchase or sale of assets, financing and securitization arrangements, research materials, manuals, computer programs, formulas analyzing assets portfolios, techniques, data, marketing plans and tactics, technical information, lists of asset sources, the processes and practices of the Bank and related companies, information contained in electronic or computer files, financial information, salary and wage information, and other information that is designated by the Bank or its affiliates as confidential or that Executive knows or should know is confidential information provided by third parties and that the Bank or its affiliates are obligated to keep confidential as well as other proprietary information of the Bank or its affiliates (“Confidential Information”). Executive acknowledges that all Confidential Information is and shall continue to be the exclusive property of the Bank. Executive agrees not to disclose any Confidential Information, either during the Term or thereafter, directly or indirectly, under any circumstances or by any means, to any third person or party without the prior written consent of the Bank.
Confidentiality and Trade Secrets. Executive shall not, at any time during or after the term of his employment, exploit, use for any purpose not specifically related to Executive's employment by the Company pursuant to the terms of this Agreement or disclose to any person (except as required by law after first notifying the Company and giving the Company an opportunity to object) any confidential information including, but not limited to: price lists, pricing information, customer lists, customer names, financial information, knowledge, trade secrets, know-how, unprinted or printed data, and related intangible property developed during or prior to the term of this Agreement, belonging to, used by, or developed by or for the benefit of the Company (collectively, the "TRADE SECRETS").
