Confidentiality Intellectual Property. The Executive agrees that during the Executive’s employment with the Company, whether or not under this Agreement, and at all times thereafter:
(a) The Executive will not at any time, directly or indirectly, disclose or divulge any Confidential Information (as hereinafter defined), except as required in connection with the performance of the Executive’s duties for the Company, and except to the extent required by law (but only after the Executive has provided the Company with reasonable notice and opportunity to take action against any legally required disclosure). As used herein, “Confidential Information” means all trade secrets and all other information of a business, financial, marketing, technical or other nature relating to the business of the Company including, without limitation, any customer or vendor lists, prospective customer names, financial statements and projections, know-how, pricing policies, operational methods, methods of doing business, technical processes, formulae, designs and design projects, inventions, computer hardware, software programs, business plans and projects pertaining to the Company and including any information of others that the Company has agreed to keep confidential; provided, however, that Confidential Information shall not include any information that has entered or enters the public domain through (i) no fault of the Executive, and (ii) no breach by any other current or former employee of his/her confidentiality obligations to the Company.
Confidentiality Intellectual Property. (a) The Executive recognizes that the Company’s business interests require a confidential relationship between the Company and the Executive and the fullest practical protection and confidential treatment of all “Trade Secrets or Confidential or Proprietary Information” (as defined in Section 5.3 hereof). Accordingly, the Executive agrees that, except as required by law or court order, the Executive will keep confidential and will not disclose to anyone (other than the Company or any Persons designated by the Company), or publish, utter, exploit, make use of (or aid others in publishing, uttering, exploiting or using), or otherwise “Misappropriate” (as defined in Section 5.3 hereof) any Trade Secrets or Confidential or Proprietary Information at any time. The Executive’s obligations hereunder shall continue during the Employment Period and thereafter for so long as such Trade Secrets or Confidential or Proprietary Information remain Trade Secrets or Confidential or Proprietary Information.
(b) The Executive acknowledges and agrees that:
(i) the Executive occupies a unique position within the Company, and he is and will be intimately involved in the development and/or implementation of Trade Secrets or Confidential or Proprietary Information;
(ii) in the event the Executive breaches Section 5.1 hereof with respect to any Trade Secrets or Confidential or Proprietary Information, such breach shall be deemed to be a Misappropriation of such Trade Secrets or Confidential or Proprietary Information; and
(iii) any Misappropriation of Trade Secrets or Confidential or Proprietary Information will result in immediate and irreparable harm to the Company.
(c) The Executive acknowledges and agrees that all ideas, inventions, marketing, sales and business plans, formulae, designs, pricing, studies, programs, reviews and related materials, strategies and products, whether domestic or foreign, developed by him during the Employment Period, including, without limitation, any process, operation, technique, product, improvement or development which may be patentable or copyrightable, are and will be the property of the Company, and that he will do, at the Company’s request and cost, whatever is reasonably necessary to secure the rights thereto by patent, copyright or otherwise to the Company.
(d) Upon termination or expiration of the Employment Period and at any other time upon request, the Executive further agrees to surrender to the Company all documents, writings, notes, ...
Confidentiality Intellectual Property. 1. So as to enable contractor to perform its obligations under this contract and/or in fulfilling these obligations, BHU shall disclose and contractor may gain access to information which is proprietary to BHU and which is kept strictly confidential by contractor (hereinafter called "Confidential information").
2. Contractor undertakes to treat the confidential Information with at least the same degree of confidentiality as contractor uses in maintaining the secrecy of its own information of similar importance. Except to the extent set forth, contractor consequently undertakes not to use or carry the confidential information, nor to disclose the same to any third party, except to such contractor employees who need to know such confidential information in order to respect contractor’s obligations under this contract. Contractor further undertakes not to derive directly or indirectly at any time from the possession or use of the confidential information any right, title or interest therein, nor to claim any intellectual property right on the same.
3. The obligations and restrictions hereunder shall not apply to any other information disclosed to contractor by BHU or to which contractor may gain access, and which is not treated by BHU as strictly confidential, nor to confidential information or parts thereof which: at the time of disclosure or access was publicly known,
4. Technical information and other related documents forming part of this contract and the information obtained during the course of investigations under this contract shall be BHU exclusive property and shall not be used for any other purpose except for the execution of the contract. The technical information drawing, records and other documents shall not be copied, transferred, or divulged and / or disclosed to third party in full/part, not misused in any form whatsoever except to the extent for the execution of this contract.
5. These technical information and other related documents shall be returned to BHU with all approved copies and duplicates including all details as are prepared by contractor during the executions of this contract, if any, immediately after they have been used for agreed purposes.
6. Contractor shall not use the name of BHU in any manner either for credit arrangement or otherwise and it is agreed that BHU shall not in any way be responsible for the debts, liabilities or obligations of contractor and/ or its employees.
7. These provisions of this Clause shall survive, ...
Confidentiality Intellectual Property. (a) Except as otherwise provided in this Employment Agreement, at all times during and after the Term, Employee shall keep secret and retain in strictest confidence, any and all confidential information relating to the Company, and shall use such confidential information only in furtherance of the performance by Employee of Employee’s duties to the Company and not for personal benefit or the benefit of any interest adverse to the Company’s interests. For purposes of this Employment Agreement, “confidential information” shall mean any information including without limitation plans, specifications, models, samples, data, customer lists and customer information, computer programs and documentation, and other technical and/or business information, in whatever form, tangible or intangible, that can be communicated by whatever means available at such time, that relates to the Company’s current business or future business contemplated during the Term, products, services and development, or information received from others that the Company is obligated to treat as confidential or proprietary (provided that such confidential information shall not include any information that (a) has become generally available to the public or is generally known in the relevant trade or industry other than as a result of an improper disclosure by Employee, or (b) was available to or became known to Employee prior to the disclosure of such information on a non-confidential basis without breach of any duty of confidentiality to the Company), and Employee shall not disclose such confidential information to any Person other than the Company, except with the prior written consent of the Company, as may be required by law or court or administrative order (in which event Employee shall so notify the Company as promptly as practicable), or in performance of Employee’s duties hereunder. Further, this Section 6(a) shall not prevent Employee from disclosing Confidential Information in connection with any litigation, arbitration or mediation to enforce this Employment Agreement, provided that such disclosure is necessary for Employee to assert any claim or defense in such proceeding.
Confidentiality Intellectual Property. (a) Except as otherwise provided in this Employment Agreement, at all times during and after the Term, Xxxxxx shall keep secret and retain in strictest confidence, any and all confidential information relating to the Company, and shall use such confidential information only in furtherance of the performance by him of his duties to the Company and not for personal benefit or the benefit of any interest adverse to the Company’s interests. For purposes of this Employment Agreement, “confidential information” shall mean any information, including, without limitation, plans, specifications, models, samples, data, customer lists and customer information, computer programs and documentation, and other technical and/or business information, in whatever form, tangible or intangible, that can be communicated by whatever means available at such time, that relates to the Company’s current business or future business contemplated during the Term, or that relates to the products or services offered or at any time contemplated to be offered by the Company, or the development thereof, and any information received from others that the Company is obligated to treat as confidential or proprietary (provided that such confidential information shall not include any information that (a) has become generally available to the public other than as a result of a disclosure by Xxxxxx, or (b) was available to or became known to Xxxxxx prior to the disclosure of such information on a non-confidential basis without breach of any duty of confidentiality from any party to the Company), and shall not disclose such confidential information to any Person other than the Company, except as may be required by law or court or administrative order (in which event Xxxxxx shall so notify the Company as promptly as practicable). Upon termination of the Term for any reason, Xxxxxx shall return to the Company all copies, reproductions and summaries of confidential information in his possession and erase the same from all media in his possession, and, if the Company so requests, shall certify in writing that he has done so. All confidential information is and shall remain the property of the Company as applicable (or, in the case of information that the Company received from a third party which it is obligated to treat as confidential, then the property of such third party).
Confidentiality Intellectual Property. The Executive hereby acknowledge that, as an employee of the Company, the Executive will be making use of, acquiring and adding to confidential information of a special and unique nature and value relating to the Company and its subsidiaries. The Executive further recognizes and acknowledges that all confidential information is the exclusive property of the Company and its subsidiaries, is material and confidential, and is critical to the successful conduct of the business of the Company and its subsidiaries. Accordingly, the Executive hereby covenants and agrees that the Executive will use confidential information for the benefit of the Company and its subsidiaries only and will not at any time, directly or indirectly, during the term of the Executive’s employment with the Company or at any time thereafter divulge, reveal or communicate any confidential information to any person, firm, corporation or entity whatsoever, or use any confidential information for the Executive’s own benefit or for the benefit of others, except as required in connection with the performance of the Executive’s duties. The foregoing does not prohibit the Executive from making any disclosures required by applicable law, provided that whenever possible the Executive will give the Company prior notice of such contemplated disclosure and cooperate with the Company at its expense in seeking a protective order or other appropriate protection of such information.
Confidentiality Intellectual Property. For purposes of this Section 7, all references to the Company shall be deemed to include all of the Company's affiliates and subsidiaries.
Confidentiality Intellectual Property. The Executive agrees that during the Executive's employment with the Company, whether or not under this Agreement, and at all times thereafter:
(a) The Executive will not at any time, directly or indirectly, disclose or divulge any Confidential Information (as hereinafter defined), except as required in connection with the performance of the Executive's duties for the Company, and except to the extent required by law, subpoena or court order (but only after the Executive has provided the Company with reasonable notice and opportunity to take action against any legally required disclosure). As used herein, "Confidential Information" means all trade secrets and all other information of a business, financial, marketing, technical or other nature relating to the business of the Company including, without limitation, any customer or vendor lists, financial statements and projections, know-how, pricing policies, operational methods, methods of doing business, technical processes, formulae, designs and design projects, inventions, computer hardware, software programs, business plans and projects pertaining to the Company and including any information of others that the Company has agreed to keep confidential; provided, that Confidential Information shall not include any information that has entered or enters the public domain through no fault of the Executive.
Confidentiality Intellectual Property. (a) The parties agree that, as a material and essential condition of this Agreement, the fact of and terms and conditions of this Agreement are to remain strictly confidential. The Company shall not disclose this Agreement to any person, other than to the Company’s officers and attorneys, and to employees who have a need to know (and in regard to non-officer employees, any disclosure shall be limited to the information that must be disclosed to them for legitimate business reasons), or as required by law or lawfully-issued subpoena, provided that, Executive acknowledges that the Company is required by law to file a copy of this Agreement with its Q3 10Q and that the Company plans to comply with this requirement. Executive shall not disclose this Agreement to any person, other than to his spouse, his financial advisor(s), his attorneys, or as required by law or lawfully-issued subpoena.
(b) Executive acknowledges that in the course of his employment with the Company, Executive has had access to confidential information and trade secrets of the Company, and he hereby represents that he has not disclosed any such information or trade secrets except in the strict performance of his duties with the Company. In addition, the parties acknowledge that certain confidential information to which Executive had access is protected by the attorney-client privilege and may not be disseminated by him unless authorized in writing by a duly-authorized representative of the Company.
(c) Executive agrees that he shall not at any time (whether during or after his employment with the Company): (i) retain or use for the benefit, purposes, or account of Executive or any other person (other than the Company); or (ii) disclose, divulge, reveal, communicate, share, transfer, or provide access to any person outside the Company any non-public, proprietary or confidential information including, but not limited to, trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, store site selection, new store openings, government and regulatory activities and approvals, concerning the past, current, or future business, activities, and operations of the Company, its su...
Confidentiality Intellectual Property. (a) No Party shall disclose (1) the terms of this Agreement to a third party (other than a Party’s and its affiliates’ employees, lenders, counsel, accountants or prospective permitted purchasers of a Party or all or substantially all of such Party’s assets or of any rights under this Agreement, in each case who have agreed to keep such terms confidential); or (2) any Confidential Information of a Party disclosed by or on behalf of such Party to the other Party which Confidential Information shall be used by the receiving Party solely to fulfill its obligations hereunder, except in order to comply with Applicable Law or any exchange rule; provided, however, that each Party shall notify the other Party of any proceeding of which it is aware which may result in disclosure, if and to the extent such notice is not prohibited by such proceeding, and shall use reasonable efforts to prevent or limit the disclosure. “Confidential Information” means a Party’s plans, markets, marketing strategy, finances, programs, practices, processes, products, costs, know-how, technology, intellectual property rights, equipment, operations, customers, trade secrets or any other confidential or proprietary information other than information that: (i) is or becomes known to the public through no fault of the receiving Party or its employees, agents or contractors; (ii) the receiving Party can prove was already known to it at the time of disclosure free from any obligation of confidentiality or secrecy to the disclosing Party or any third party; or (iii) was or becomes available to the receiving Party on a non-confidential basis from a third party not under any obligation of confidentiality or secrecy to the disclosing Party or any third party. The Parties acknowledge that any breach or violation of this Section 36 with respect to its Confidential Information cannot be sufficiently remedied by money damages alone and, accordingly, the disclosing Party will be entitled to seek, in addition to damages and any other remedies provided by law, specific performance, injunctive and other equitable relief respecting any such violation, and each Party as the receiving Party hereby explicitly waives any defense related to the pursuit of such relief and waives any requirement for the securing or posting of any bond in connection with such remedy.
