Confidentiality; Competition. (a) For the purposes hereof, all confidential information about the business and affairs of the Employer (including, without limitation, business plans, real and personal property leases, financial, engineering and marketing information and information about costs, mining and processing methods, suppliers and customers) constitute "Employer Confidential Information." Employee acknowledges that he will have access to and knowledge of Employer Confidential Information, and that improper use or revelation of same by the Employee during or after the termination of his employment by the Employer could cause serious injury to the business of the Employer. Accordingly, the Employee agrees that he will forever keep secret and inviolate all Employer Confidential Information which comes into his possession, and that he will not use the same for his own private benefit, or directly or indirectly for the benefit of others, and that he will not disclose such Employer Confidential Information to any other person except as necessary in pursuance of his duties.
(b) The Employee agrees that during the Employment Term as extended, if extended, but in any event until April 1, 2002, (the "Non-Competition Period"), the Employee will not (whether as an officer, director, partner, proprietor, investor, associate, employee, consultant, adviser, public relations or advertising representative or otherwise), directly or indirectly, be engaged in the business of coal mining. For purposes of the preceding sentence, the Employee shall be deemed to be engaged in any business which any person for whom he shall perform services is engaged. Nothing herein contained shall be deemed to prohibit the Employee from owning, as a passive investment, a security of any issuer which is not a supplier, vendor, customer or competitor of the Employer.
(c) Within the terms of this Agreement, it is intended to limit disclosure and competition by the Employee to the maximum extent permitted by law. If it shall be finally determined by any court of competent jurisdiction ruling on this Agreement that the scope or duration of any limitation contained in this paragraph 7 is too extensive to be legally enforceable, then the parties hereby agree that the scope and duration (not greater than that provided for herein) of such limitation shall be the maximum scope and duration which shall be legally enforceable and the Employee hereby consents to the enforcement of such limitation as so modified.
(d) The Employee...
Confidentiality; Competition. (a) For the purposes hereof, all confidential information about the business and affairs of the Company (including, without limitation, business plans, financial and marketing information and information about its secrets and machinery, designs, plans, patterns and specifications, formulae, processes, inventions and discoveries, and names of suppliers and customers and nature of dealings with them) constitute "Company Confidential Information." For some years, the Employee has been a senior officer of the Company or a predecessor. He acknowledges that he has in the past had, and will continue to have, access to and knowledge of Company Confidential Information, and that improper use or revelation of same by the Employee during or after the termination of his employment by the Company could cause serious injury to the business of the Company. Accordingly, the Employee agrees that he will forever keep secret and inviolate all Company Confidential Information which shall have come or shall hereafter come into his possession, and that he will not use the same for his own private benefit, or directly or indirectly for the benefit of others, and that he will not disclose such Company Confidential Information to any other person.
Confidentiality; Competition. (a) For the purposes hereof, the term, confidential information, is used herein in its legal sense and includes (without limitation) trade secrets, as well as any information in the possession of the Licensor, whether created by Licensor or Licensee which is kept or intended to be kept as a secret from others, whether or not the secret or confidential information provides a measurable commercial benefit to Licensor, such as Licensor's development work, its Software and computer programs (including but not limited to the Software and computer programs referred to in this Agreement as the PrimeCare V9 which includes, but is not limited to the following: program source code, object code, and underlying algorithms; system medical data organization, storage mechanisms and techniques; data coding and encryption methodologies; system usage access algorithms, procedures, and techniques; and system enhancement plans, schedules, and forecasts), specifics concerning the design of its equipment or software and computer programs, whether used internally or not, procedures used to render programs, equipment or services fit for sale, Licensor's underlying costs and Licensor's underlying sources of supply, and information which concerns the business of Licensor and the manner in which the Licensor conducts its business, its future plans, work in progress, customers, customer lists, and any other information relating to research, development, inventions, manufacture, purchasing, accounting, engineering, marketing, merchandising, and selling which is used by the Licensor in the conduct of its business and which is not generally known to others, collectively constitute "Licensor's Confidential Information". Licensee acknowledges that Licensee shall have access to, and knowledge of, Licensor's Confidential Information, and that improper use or revelation of the same by Licensee or its Sub-licensees during the Term or thereafter, would cause serious injury to Licensor's business. Accordingly, Licensee covenants and agrees that (except to the extent reasonably necessary to enable Licensee to perform services hereunder, and except as otherwise permitted or contemplated by this Agreement), Licensee shall forever keep secret and confidential all Licensor's Confidential Information which shall come into Licensee's possession, and Licensee shall not use the same for Licensee's own private benefit, or directly or indirectly for the benefit of others, and Licensee shall not disclose s...
Confidentiality; Competition. 10.1 Each Party agrees to keep secret and strictly confidential any and all information (including, but not limited to, the specifications of Products, operations, processes, plans or intentions, Product information, know-how, design rights, trade secrets, market opportunities and business affairs as well as other information exchanged between the Parties under this Agreement) disclosed by the other Party and not to disclose such information to any third party, unless otherwise agreed in writing.
10.2 Each Party furthermore agrees that it may only use information as set forth above for the purpose of carrying out this Agreement. However and notwithstanding the foregoing, the confidentiality obligation as set forth in this Article shall not apply to information:
a) which is at the date of this Agreement or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by one of the Parties;
b) which can be shown by one party to the other party’s reasonable satisfaction to have been known by the one party at the time of receipt;
c) which was disclosed to one party by a third party who may lawfully do so under no obligation of confidentiality towards the other Party;
d) which one party can prove, is/was developed independently from information or materials from the other party;
e) which is required to be disclosed by law or court order or government where one party or it’s affiliate (including parent company or subsidiary) is located, provided that notice thereof is promptly delivered to the other Party in order to provide for an opportunity of challenge or limit the disclosure obligation. The disclosing party shall have the burden of proving any of the above listed exceptions.
10.3 Both Parties shall limit the access to information to such persons or employees who have to be informed thereof within the scope of this Agreement and who have either by means of their employment contract or by a separate secrecy undertaking accepted to be subject to an obligation similar to that set forth in this Article, and which shall be effective, as far as legally possible, both during and after the period of their employment.
10.4 The confidentiality obligations as set forth above shall survive a termination or expiration of this Agreement for a period of 2 years.
Confidentiality; Competition. In consideration for the payments described above, you agree to the following:
(a) Ambac (for purposes of this Section 11, Ambac refers to Ambac and all of its affiliates) is engaged in a highly competitive business and that, in connection with your employment, you have access to information relating to Ambac’s business that provides Ambac with a competitive advantage, that is not generally known by persons not employed by Ambac, and that could not easily be determined or learned by someone outside Ambac (collectively, “Confidential Information”). Subject to the foregoing, such Confidential Information may include, but is not limited to, the characteristics and preferences of Ambac’s “Customers” (as defined below) and accounts, matters relating to information, pricing, fee and commission structures, trading policies and procedures, trade secrets, records, files, memoranda, documents, reports, and other written, printed or recorded materials and data, regardless of data storage method (collectively “Documents”) received, created, or used by you during the course of your employment and other methods of doing business, whether or not marketed as confidential or secret. As used herein, “Customer” shall mean all clients and actively pursued prospective clients of Ambac with whom or which you actively worked during the period of your employment with Ambac.
(b) You agree that before and after the Retirement Date, you shall not, directly or indirectly, use or disclose such Confidential Information, except as may be necessary in the good faith performance of your duties to Ambac. You acknowledge that all Confidential Information will remain the sole property of Ambac and all such documents (if any, that have not yet been returned by you to Ambac) constituting Confidential Information, other than intellectual knowledge, will be returned by you to Ambac within five business days of the Retirement Date. The terms and conditions of this Section 11(a) and (b) are in addition to and do not supersede or replace the terms and obligations of Ambac’s Code of Business Conduct.
(c) You further agree that from the Agreement Date through the six-month anniversary of the Retirement Date (i.e., through June 30, 2010), you will not, for any reason, unless Ambac consents in writing, which consent shall not be unreasonably withheld or delayed, (i) solicit the business of or encourage or assist any other party in competition with Ambac to solicit any such Customer of Ambac in connecti...
Confidentiality; Competition. The Parties are obliged to maintain full confidentiality concerning any matter relating to the other Parties’ business that they can access in connection with the Event. This duty of confidentiality continues after termination and is not time-limited. The provisions of the Agreement shall only be applicable among the Parties in connection with the Agreement and shall not be extended to any other commercial or financial operations of the Parties. For the avoidance of doubt, the Parties will not share any competitive sensitive information.
Confidentiality; Competition. (a) The Employer possesses and will continue to possess confidential information to which the Employee may gain access. For the purposes hereof, all non-public information about the business and affairs of the Employer (including, without limitation, business plans, real and personal property leases, financial, engineering and marketing information and information about costs, mining and processing methods, suppliers and customers, including such information created by Employee and confidential information of others obtained by Employer pursuant to confidentiality agreements) constitute “Employer Confidential Information.” Employee acknowledges that he will have access to and knowledge of Employer Confidential Information, and that improper use or disclosure of same by the Employee during or after the Employment Term could cause serious injury to the business of the Employer. Accordingly, the Employee agrees that he will forever keep secret and inviolate all Employer Confidential Information which comes into his possession, and that he will not use the same for his own private benefit, or directly or indirectly for the benefit of others, and that he will not disclose such Employer Confidential Information to any other person except as necessary in the proper pursuance of his duties. All of the foregoing shall not prohibit Employee from disclosing Confidential Information if required by law, regulation or other legal process. In the case of any such compelled disclosure, Employee shall promptly notify Employer of such requirement in order that Employer may seek confidential treatment of the Confidential Information.
Confidentiality; Competition. The design of the Product constitute trade secrets of Sport-Xxxxx and are confidential. It is understood by Distributor that the confidential nature of the design of the Product, is a legitimate business interest of Sport-Xxxxx and it is necessary to protect such information by keeping it secret and confidential. To protect Sport-Xxxxx'x trade secrets as well as their ability to operate as competitors in the marketplace, Distributor hereby agrees not to disclose, directly or indirectly, the trade secrets of Sport-Xxxxx. This covenant will be effective upon execution of this Agreement. During the term of this Agreement, Distributor agrees to not manufacture, carry, or distribute for sale, any product that utilizes the design of the Product or that competes with the Product of Sport-Xxxxx without the prior written consent of Sport-Xxxxx.
Confidentiality; Competition. (a) For the purposes hereof, all confidential information about the business and affairs of the Employer (including, without limitation, business plans, real and personal property leases, financial, engineering and marketing information and information about costs, mining and processing methods, suppliers and customers) constitute "Employer
Confidentiality; Competition. The provisions of paragraph 7 of the Employment Agreement, relating to Confidentiality; Competition shall continue to be applicable during the Consulting Period.
