Common use of Confidentiality Covenants Clause in Contracts

Confidentiality Covenants. (a) Executive acknowledges that, in the course of his employment with the Company, the Company has provided and will provide Executive with, and Executive has had and will have access to, material, non-public information and other materials and information that constitute trade secrets or other intellectual property or proprietary material of the Company and its affiliates (“Proprietary Property”). Such Proprietary Property includes, but is not limited to, information (regardless of the form or medium in which such information is stored or contained) regarding the operations, markets, structure, project development or redevelopment activities or plans, business opportunities, acquisition activities or plans, processes, techniques, technologies, promotional or marketing plans, strategies, forecasts, new products or services, systems, financial information, budgets, projections, licenses, prices, costs, or employees of the Company or any affiliate of the Company and/or their clients, tenants, prospective clients or prospective tenants or the identity of, or the Company’s or any affiliate of the Company’s relationship with, its clients, tenants, prospective clients, prospective tenants, subcontractors or vendors, including but not limited to technical data, drawings, specifications, trade secrets, databases, proprietary software, works of authorship, designs, research and development, ideas, concepts, improvements, inventions, theories, formulas, plans, policies, procedures and other innovations and all other information and materials developed, conceived, made or reduced to practice by Executive or other employees of the Company or its affiliates in connection with their activities for or on behalf of the Company or its affiliates and/or developed through the use of the Company’s or any affiliate of the Company’s resources, including trademarks, copyrights and other intellectual property, whether or not any of the foregoing is patentable or copyrightable, and any other information learned by Executive in the course of Executive’s employment with the Company. Such Proprietary Property shall be the sole and exclusive property of the Company and its affiliates. Executive shall have no right, title or interest in and to the Proprietary Property and hereby assigns to the Company any rights Executive may have or acquire in the Proprietary Property.

Confidentiality Covenants. (a) Executive acknowledges that, that in the course of his employment with the Company, the Company has provided and will provide Executive with, and Executive has had and will have access to, material, non-public information and other materials and information that constitute trade secrets or other intellectual property or proprietary material of the Company and its affiliates (“Proprietary Property”). Such Proprietary Property includes, but is not limited to, information (regardless of the form or medium in which such information is stored or contained) not generally known in the retail shopping center industry regarding the operations, marketsmarket, structure, project development or redevelopment activities or plans, business opportunities, acquisition activities or plans, processes, techniques, technologies, promotional or marketing plans, strategies, forecasts, new products or services, systems, financial information, budgets, projections, plans, drawings, specifications, licenses, prices, costs, or employees of the Company or any affiliate of the Company and/or their its clients, tenants, prospective clients or prospective tenants or the identity of, or the Company’s or any affiliate of the Company’s relationship with, its clients, tenants, prospective clients, clients or prospective tenants, subcontractors or vendors, including but not limited to technical data, drawings, specifications, trade secrets, databases, proprietary software, works of authorship, designs, research and development, ideas, concepts, improvements, inventions, theories, formulas, plans, policies, procedures and other innovations tenants and all other information and materials developed, conceived, made or reduced to practice developed by Executive or other employees of the Company or its affiliates in connection with their activities for or on behalf of the Company or its affiliates and/or developed through the use of the Company’s or any affiliate of the Company’s resources, including trademarks, copyrights and other intellectual property, whether or not any of the foregoing is patentable or copyrightable, and any other information learned by Executive in the course of Executive’s employment with the Company. Such Proprietary Property shall be the sole and exclusive property of the Company and its affiliatesCompany. Executive shall have no right, title or interest in and to the Proprietary Property Property. Executive covenants and hereby assigns agrees that, during the Employment Period and for a period of thirty-six (36) months thereafter, Executive shall not, directly or indirectly, communicate, disclose or divulge to, or use for the benefit of Executive or any other person (other than the Company), or to the Company disadvantage of the Company, the Proprietary Property or any rights Executive may have or acquire information in any way relating to the Proprietary Property, without the prior written consent of the Company. Executive further covenants and agrees that he shall not, at any time, including any time after expiration of the 36-month period following termination of his employment, directly or indirectly, communicate, disclose or divulge to, or use for the benefit of Executive or any other person (other than the Company), or to the disadvantage of the Company, any Proprietary Property that then constitutes material, non-public information without the prior written consent of the Company. Notwithstanding anything herein to the contrary, (i) any disclosure of Proprietary Property made by Executive pursuant to valid legal process (including, but not limited to, a subpoena or court order) shall not be considered a violation of this Section 8.2 so long as Executive has promptly notified the Company of his receipt of such process and provided the Company with an opportunity to contest the validity of the process; and (ii) the term “Proprietary Property” shall not include any information that becomes public by any means other than a breach by Executive of this Agreement or is rightfully disclosed to Executive by a third party without restriction and not in violation of any duty of confidentiality owed to the Company.

Confidentiality Covenants. (a) Executive acknowledges that, in the course of his employment with the Company, the Company has provided and will provide Executive with, and Executive has had and will have access to, material, non-public information and other materials and information that constitute trade secrets or other intellectual property or proprietary material of the Company and its affiliates (“Proprietary Property”). Such Proprietary Property includes, but is not limited to, information (regardless of the form or medium in which such information is stored or contained) not generally known in the retail shopping center industry regarding the operations, marketsmarket, structure, project development or redevelopment activities or plans, business opportunities, acquisition activities or plans, processes, techniques, technologies, promotional or marketing plans, strategies, forecasts, new products or services, systems, financial information, budgets, projections, plans, drawings, specifications, licenses, prices, costs, or employees of the Company or any affiliate of the Company and/or their its clients, tenants, prospective clients or prospective tenants or the identity of, or the Company’s or any affiliate of the Company’s relationship with, its clients, tenants, prospective clients, clients or prospective tenants, subcontractors or vendors, including but not limited to technical data, drawings, specifications, trade secrets, databases, proprietary software, works of authorship, designs, research and development, ideas, concepts, improvements, inventions, theories, formulas, plans, policies, procedures and other innovations tenants and all other information and materials developed, conceived, made or reduced to practice developed by Executive or other employees of the Company or its affiliates in connection with their activities for or on behalf of the Company or its affiliates and/or developed through the use of the Company’s or any affiliate of the Company’s resources, including trademarks, copyrights and other intellectual property, whether or not any of the foregoing is patentable or copyrightable, and any other information learned by Executive in the course of Executive’s employment with the Company. Such Proprietary Property shall be the sole and exclusive property of the Company and its affiliatesCompany. Executive shall have no right, title or interest in and to the Proprietary Property Property. Executive covenants and hereby assigns agrees that, during the Employment Period and for a period of thirty-six (36) months thereafter, Executive shall not, directly or indirectly, communicate, disclose or divulge to, or use for the benefit of Executive or any other person (other than the Company), or to the Company disadvantage of the Company, the Proprietary Property or any rights Executive may have or acquire information in any way relating to the Proprietary Property, without the prior written consent of the Company. Executive further covenants and agrees that he shall not, at any time, including any time after expiration of the 36-month period following termination of his employment, directly or indirectly, communicate, disclose or divulge to, or use for the benefit of Executive or any other person (other than the Company), or to the disadvantage of the Company, any Proprietary Property that then constitutes material, non-public information without the prior written consent of the Company. Notwithstanding anything herein to the contrary, (i) any disclosure of Proprietary Property made by Executive pursuant to valid legal process (including, but not limited to, a subpoena or court order) shall not be considered a violation of this Section 8.2 so long as Executive has promptly notified the Company of his receipt of such process and provided the Company with an opportunity to contest the validity of the process; and (ii) the term “Proprietary Property” shall not include any information that becomes public by any means other than a breach by Executive of this Agreement or is rightfully disclosed to Executive by a third party without restriction and not in violation of any duty of confidentiality owed to the Company.