Confidentiality Obligations. (a) Employee hereby acknowledges that all trade secrets and confidential or proprietary information of the Company (collectively referred to herein as “Confidential Information”) constitute valuable, special and unique assets of the Company’s business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s duties. Employee agrees that during the Term and during the twenty-four (24) month period following the Termination Date, Employee will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company and its officers, directors and employees, any Confidential Information or use any Confidential Information for Employee’s own personal benefit or for the benefit of anyone other than the Company. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement. (b) For purposes of this Section 8, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by the Company relating to Business Opportunities of the Company or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company whether oral or in written form, whether or not included in the Company’s Business Records, but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement or any other confidentiality agreement with the Company); (B) was rightfully in the possession of Employee, as shown by Employee’s records, prior to the date of this Agreement and which is not directly applicable to the business of the Company or any of its properties or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the Company; provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing, this Section 8 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed. (c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee. (d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company. (e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason. (f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereof.
Appears in 6 contracts
Samples: Employment Agreement (Resolute Energy Corp), Employment Agreement (Resolute Energy Corp), Employment Agreement (Resolute Energy Corp)
Confidentiality Obligations. (a) Employee hereby acknowledges that all that, during the course of Employee’s employment, Employee may have knowledge of and access to certain confidential, proprietary, and trade secrets information belonging to Employer, including, but not limited to, Employer’s financial documents, unpublished projections and confidential financial statements, future plans and strategies, business information, operation information and plans, designs, research, new products and methodologies developed, supplier information, potential customer information (including names, representatives, their needs or proprietary desires with respect to the types of products or services offered by Employer, and other non-public information), and any other non-public information that a competitor of the Company Employer could use to Employer’s competitive disadvantage (collectively referred to herein as collectively, “Confidential Information”) constitute valuable, special and unique assets of the Company’s business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s duties). Employee agrees that during to undertake a fiduciary obligation to protect against the Term disclosure and during the twentythird-four (24) month period following the Termination Date, party use of any Confidential Information. Employee will hold the Confidential Information in strict confidence and will shall not publish, disseminate or otherwise disclose, directly communicate, divulge, or indirectlyallow other person or entity to use to their personal, to competitive, or economic advantage any person other than the Company and its officers, directors and employees, any Confidential Information or use any Confidential Information for Employee’s own personal benefit or for the benefit of anyone other than the Company. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which except where Employee has already become privyreceived prior written consent from Employer or as otherwise required by law or by judicial or administrative process or order, and in strict confidence as provided in this Agreementthat case only after compliance with Section 7(c) below.
(b) For purposes of this Section 8, it is agreed that Employee will not remove any Confidential Information includes, without limitation, any information heretofore from Employer’s premises or hereafter acquired, developed or used by the Company relating to Business Opportunities of the Company or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company whether oral or in written form, whether or not included in the Company’s Business Records, but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement or any other confidentiality agreement with the Company); (B) was rightfully in the possession of Employee, as shown by Employee’s records, prior to the date of this Agreement and which is not directly applicable to the business of the Company or any of its properties or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the Company; provided, however, that Employee shall provide to the Company make copies of all information described in clause (B) to the extent reasonably requested such materials, except where Employee has received prior written consent from Employer or as otherwise required by the Company. Notwithstanding the foregoing, this Section 8 shall not be applicable to the extent (1) Employee is required to testify in a law or by judicial or regulatory proceeding pursuant to the order of a judge administrative process or administrative law judge order, and in that case only after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosedSection 7(c) below.
(c) If a person not a Party to this Agreement requests or demands that Employee agrees to promptly deliver disclose Confidential Information or produce documents containing Confidential Information, Employee will, to the Companyextent permitted by law, upon immediately notify Employer and provide Employer with a reasonable opportunity to respond to such request or demand before Employee responds to the request or demand.
(d) Upon termination of Employee’s employment with the CompanyEmployer, or at any other later time when the Company so requestsrequest by Employer, Employee agrees to immediately return all documents and electronic data in existence on the Termination Date relating to the business of the CompanyEmployer property, includingdocuments, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawingsstored data, manualsemails, correspondencepictures, financial and accounting informationvideos, customer listslaptops, statistical data and compilationscomputers, patentsphones, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”)equipment, and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required Confidential Information to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the CompanyEmployer.
(e) The obligation Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C § 1833(b), Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of confidentiality set forth a trade secret that is made: (i) in this Section 8 shall continue notwithstanding Employee’s delivery confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of any Business Records to the Company. The provisions reporting or investigating a suspected violation of this Section 8 shall continue law; or (ii) in effect notwithstanding termination of Employee’s employment for any reasona complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(f) Notwithstanding Employee understands and acknowledges that nothing contained in this Agreement limits Employee’s ability to file a charge or complaint with the foregoing provisions of this Section 8 U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any other provision of federal, state, or local governmental agency or commission (individually, “Government Agency”; collectively, “Government Agencies”). Employee further understands and acknowledges that this Agreement, Employee shall be entitled to retain any written materials which, as shown by Agreement does not limit Employee’s recordsability to communicate with any Government Agencies or to otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, were in including providing documents or other information, without notice to Employer. Employee also understands that this Agreement does not limit Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy discuss Employee’s employment or unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful, or to initiate communications directly with, or respond to any inquiry from, or provide truthful testimony before, any self-regulatory organization or state or federal regulatory authority, or to exercise Employee’s right to engage in concerted activities as provided under Section 7 of such materials orthe National Labor Relations Act, in lieu thereof, proof or to the extent that such materials were in existence on disclosure is protected under the date hereofapplicable provisions of law or regulation.
Appears in 4 contracts
Samples: Employment Agreement (Toughbuilt Industries, Inc), Employment Agreement (Toughbuilt Industries, Inc), Employment Agreement (Toughbuilt Industries, Inc)
Confidentiality Obligations. (a) Employee hereby acknowledges that all trade secrets and confidential or proprietary information of the Company Related Parties (collectively referred to herein as “"Confidential Information”") constitute valuable, special and unique assets of the Company’s business, Related Parties' business and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s duties's duties hereunder. Employee agrees that during the Employment Term and during the twenty-four (24) eighteen month period following the date of termination of Employee's employment hereunder (the "Termination Date"), Employee will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company Related Parties and its their respective officers, directors and employees, any Confidential Information or use any Confidential Information for Employee’s 's own personal benefit or for the benefit of anyone other than the CompanyRelated Parties. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes of this Section 8subsection (c), it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by any of the Company Related Parties relating to Business Opportunities of the Company or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company Related Parties, whether oral or in written form, whether or not included form in the Company’s any of "Related Parties' Business Records" (as defined in Section 7 below), but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement Agreement), or any other confidentiality agreement with the Company); (B) was rightfully in the possession of Employee, as shown by Employee’s 's records, prior to the date of this Agreement and which is not directly applicable to the business commencement of the Company or any of its properties or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of Employee's employment with the Company; provided, however, that Employee shall provide to the Company copies of all information described in clause (B); further provided, however, that this subsection (c) to the extent reasonably requested by the Company. Notwithstanding the foregoing, this Section 8 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that confidential treatment for such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosedInformation.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereof.
Appears in 4 contracts
Samples: Employment Agreement (Texoil Inc /Nv/), Employment Agreement (Texoil Inc /Nv/), Employment Agreement (Texoil Inc /Nv/)
Confidentiality Obligations. (a) Employee hereby acknowledges that all trade secrets secrets, Intellectual Property, and confidential or proprietary information of the Company (collectively referred to herein as “Confidential Information”) constitute valuable, special special, and unique assets of the Business and the Company’s business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s 's duties. Employee agrees that during the Employment Term and during the twenty-four (24) month period following the date of termination of Employee's employment (the “Termination Date”), regardless of the reason for such termination, Employee will shall hold the Confidential Information in strict confidence and will shall not publish, disseminate disseminate, or otherwise disclose, directly or indirectly, to any person other than the Company and its officers, directors directors, and employees, any Confidential Information or use any Confidential Information for Employee’s 's own personal benefit or for the benefit of anyone other than the Company. The Company agrees to provide previously undisclosed Confidential Information to Employee in exchange for Employee’s 's agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes of this Section 82, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by the Company relating to Business Opportunities or Intellectual Property, or any other aspect of the Company or Intellectual Property or other geologicalBusiness that is not generally available to the public, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company whether oral or in written form, form and whether or not included in the Company’s 's Business Records, but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement or any other confidentiality agreement with the CompanyAgreement); , (B) was rightfully in the possession of Employee, as shown by Employee’s records's records and disclosed by Employee on Exhibit A, prior to the date of this Agreement Effective Date and which is not directly applicable to the business Business of the Company or any of its properties or assets; , (C) is lawfully acquired by Employee after the Term Termination Date from any third party not bound by an obligation of confidence to the disclosing partyCompany; or (D) is independently developed by or for Employee after the Term Termination Date without using the Confidential Information of the Company; provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoingCompany (and which is not otherwise subject to a pre-existing confidentiality agreement); provided further, however, that this Section 8 2 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after but in such event Employee requests shall first request that such Confidential Information be preserved, or (2) Employee receives a valid preserved and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant shall give prompt notice to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that order to testify for the purpose of giving the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with reasonable opportunity to take appropriate steps to preserve the terms confidentiality of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosedInformation.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled this Agreement is not intended to retain any written materials which, as shown by interfere with Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s 's right to receive a copy discuss the terms, conditions, wages, and benefits of such materials or, his/her employment or engage in lieu thereof, proof that such materials were in existence on the date hereofany other concerted activity protected by applicable law.
Appears in 4 contracts
Samples: Confidentiality and Non Solicitation Agreement (Eagle Rock Energy Partners L P), Confidentiality Agreement (Eagle Rock Energy Partners L P), Confidentiality Agreement (Eagle Rock Energy Partners L P)
Confidentiality Obligations. (a) Employee hereby acknowledges that all trade secrets and confidential or proprietary information of the Company (collectively referred to herein as “Confidential Information”) constitute valuable, special and unique assets of the Company’s business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s duties. Employee agrees that during the Term and during the twenty-four (24) month period following the Termination Date, Employee will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company and its officers, directors and employees, any Confidential Information or use any Confidential Information for Employee’s own personal benefit or for the benefit of anyone other than the Company. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes of this Section 8, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by the Company relating to Business Opportunities of the Company or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company whether oral or in written form, whether or not included in the Company’s Business Records, but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement or any other confidentiality agreement with the Company); (B) was rightfully in the possession of Employee, as shown by Employee’s records, prior to the date of this Agreement and which is not directly applicable to the business of the Company or any of its properties or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the Company; provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing, this Section 8 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereof.
Appears in 4 contracts
Samples: Employment Agreement (Resolute Energy Corp), Employment Agreement (Resolute Energy Corp), Employment Agreement (Resolute Energy Corp)
Confidentiality Obligations. (a) Employee Executive hereby acknowledges that all trade secrets and confidential or proprietary information of the Company Related Parties (collectively referred to herein as “Confidential Information”) constitute valuable, special and unique assets of the Company’s business, and that access to and knowledge of such Confidential Information is essential to the performance of EmployeeExecutive’s dutiesduties hereunder. Employee Executive agrees that both during the Employment Term and during the twenty-four for a period of two (242) month period years following the Termination Date, Employee Executive will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company Related Parties and its their respective officers, directors and employees, any Confidential Information or use any Confidential Information for EmployeeExecutive’s own personal benefit or for the benefit of anyone other than the CompanyRelated Parties. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes of this Section 86(c), it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by any of the Company Related Parties relating to Business Opportunities of the Company or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company Related Parties, whether oral or in written form, whether or not included form in the Company’s any of Related Parties’ Business RecordsRecords (as defined in Section 7 below), but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas and natural gas midstream industry or otherwise in the public domain publicly available (other than from wrongful disclosure by Employee Executive in violation of this Agreement Agreement), or any other confidentiality agreement with the Company); (B) was rightfully in the possession of EmployeeExecutive, as shown by EmployeeExecutive’s records, prior to the date of this Agreement and which is not directly applicable to the business of the Company or any of its properties or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the CompanyAgreement; provided, however, that Employee Executive shall provide to the Company copies of all information described in this clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing); and further provided, however, that this Section 8 6(c) shall not be applicable to the extent Executive is required to disclose such Confidential Information (1) Employee is required due to a subpoena or court order or (2) to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee Executive requests that confidential treatment for such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosedInformation.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereof.
Appears in 3 contracts
Samples: Assignment and Assumption Agreement (Ute Energy Upstream Holdings LLC), Assignment and Assumption Agreement (Ute Energy Upstream Holdings LLC), Assignment and Assumption Agreement (Ute Energy Upstream Holdings LLC)
Confidentiality Obligations. (a) Employee hereby acknowledges that all trade secrets and confidential or and proprietary business information of the Company Related Parties (collectively referred to herein as “"Confidential Information”") constitute constitutes valuable, special and unique assets of the Company’s Related Parties' business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s 's job duties. Employee agrees that during the any Employment Term and during the twentytwo-four (24) month year period following the date of termination of Employee's employment with Employer or one of the other Related Parties (the "Termination Date"), Employee will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company Related Parties and its their respective officers, directors and employeesemployees or otherwise in proper performance of Employee's job duties, any Confidential Information or use any Confidential Information for Employee’s 's own personal benefit or for the benefit of anyone other than the Company. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this AgreementRelated Parties.
(b) For purposes of this Section 84, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by any of the Company Related Parties relating to Business Opportunities of the Company or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company Related Parties, whether oral or in written form, whether or not included form in the Company’s a "Related Parties' Business Records" (as defined in Section 6 below), but shall exclude any information which (A) is or has become part of the common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement or any other confidentiality agreement with the Company); (BAgreement) was rightfully in the possession of Employee, as shown by Employee’s records, prior to the date of this Agreement and which is not directly applicable to the business of the Company or any of its properties or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the Company; provided, however, provided further that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing, this Section 8 4 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid preserved and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with after prior notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosedRelated Parties.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereof.
Appears in 3 contracts
Samples: Officer Severance and Retention Bonus Agreement (Pure Resources Inc), Confidentiality and Non Compete Agreement (Pure Resources Inc), Confidentiality and Non Compete Agreement (Pure Resources Inc)
Confidentiality Obligations. (a) Employee hereby acknowledges that all trade secrets and confidential or proprietary information of the Company Related Parties (collectively referred to herein as “Confidential Information”"CONFIDENTIAL INFORMATION") constitute constitutes valuable, special and unique assets of the Company’s Related Parties' business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s duties's duties hereunder. Employee agrees that during the Employment Term and during the twenty-four (24) month one year period following the Termination Datedate of termination of Employee's employment by the Related Parties (the "TERMINATION DATE"), Employee will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company Related Parties and its their respective officers, directors and employees, any Confidential Information or use any Confidential Information for Employee’s 's own personal benefit or for the benefit of anyone other than the Company. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this AgreementRelated Parties.
(b) For purposes of this Section 83, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by any of the Company Related Parties relating to Business Opportunities of the Company or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company Related Parties, whether oral or in written form, whether or not included form in the Company’s a "Related Parties' Business Records" (as defined in Section 5 below), but shall exclude any information which (Ai) is or has become part of the common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement Agreement), or any other confidentiality agreement with the Company); (Bii) was rightfully in the possession of Employee, as shown by Employee’s 's records, prior to the date of this Agreement and which is not directly applicable to the business of the Company or any of its properties or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the CompanyAgreement; provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing, ii); and provided further that this Section 8 3 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereof.
Appears in 2 contracts
Samples: Confidentiality and Non Compete Agreement (Titan Exploration Inc), Confidentiality and Non Compete Agreement (Titan Exploration Inc)
Confidentiality Obligations. (a) a. Employee hereby acknowledges that all trade secrets and confidential or proprietary information of the Company Related Parties (collectively referred to herein as “Confidential Information”) constitute valuable, special and unique assets of the Company’s Related Parties’ business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s duties. Employee agrees that during the Employment Term and during the twentyone-four (24) month year period following the Termination DateDate of Termination, Employee will hold the Confidential Information in strict confidence and will not publish, disseminate disseminate, or otherwise disclose, directly or indirectly, to any person other than the Company Related Parties and its their respective officers, directors directors, and employees, any Confidential Information or use any Confidential Information for Employee’s own personal benefit or for the benefit of anyone other than the CompanyRelated Parties. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) b. For purposes of this Section 8paragraph 12, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed developed, or used by any of the Company Related Parties relating to Business Opportunities of the Company or Intellectual Property or other geological, geophysical, economic, financial financial, or management aspects of the business, operations, properties properties, or prospects of the Company Related Parties whether oral or in written form, whether or not included form in the Company’s Business Recordsa Related Parties’ business records, but shall exclude any information which that (Ai) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement Agreement), or any other confidentiality agreement with the Company); (Bii) was rightfully in the possession of Employee, as shown by Employee’s records, prior to the date of this Agreement (including Employee’s method of selecting, purchasing, and reworking oil and gas properties, which is not directly applicable the Company and Employee may utilize subsequent to the business of the Company or any of its properties or assets; Employment Term (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence subject to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the Companyother limitations contained in this Agreement)); provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoingii); provided further, however, that this Section 8 paragraph 12 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereof.
Appears in 2 contracts
Samples: Employment Agreement (Approach Resources Inc), Employment Agreement (Approach Resources Inc)
Confidentiality Obligations. (a) Employee hereby acknowledges that all trade secrets 1. The Parties undertake to regard "Confidential Information" as information provided by, and confidential or proprietary information to, each other, disclosed at any time, regardless of the Company (collectively referred to herein as “Confidential Information”) constitute valuable, special form and unique assets content of the Company’s business, and information - with the reservation that access to and knowledge of such any Confidential Information is essential also available to PARP, the performance OP IE Managing Authority and the authorised bodies indicated in § 14, section 3 of Employee’s duties. Employee agrees that during the Term and during the twenty-four (24) month period following the Termination Date, Employee will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company and its officers, directors and employees, any Confidential Information or use any Confidential Information for Employee’s own personal benefit or for the benefit of anyone other than the Company. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes of this Section 82. Under the conditions referred to in Subsection 1, it is agreed that Confidential Information includesdata and information expressed in writing, without limitationgraphically, any information heretofore visually or hereafter acquiredcontained in devices, developed instruments or used by the Company other objects, and otherwise expressed, relating to Business Opportunities of the Company or Intellectual Property or other geologicalall technical, geophysicaltechnological, economiccommercial, financial or management aspects of the business, operations, properties or prospects of the Company whether oral or in written form, whether or not included in the Company’s Business Records, but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement or any other confidentiality agreement with the Company); (B) was rightfully in the possession of Employee, as shown by Employee’s records, prior to the date of this Agreement and which is not directly applicable to the business of the Company or any of its properties or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the Company; provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing, this Section 8 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondenceorganisational, financial and accounting business information shall be regarded as confidential information.
3. In the event of doubt as to the confidentiality of information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or the Parties are to understand that any information exchanged between them is Confidential Information.
4. The Parties are not entitled to use Confidential Information for purposes other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are than in the possession or under the control performance of Employeethis Agreement.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) 5. The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records pursuant to the Company. The provisions content of this Section 8 Agreement shall continue in effect notwithstanding termination not apply to any part of Employee’s employment for any reason.the Confidential Information which:
(f1) Notwithstanding prior to the foregoing provisions of this Section 8 or any other provision signing of this Agreement, Employee shall be entitled to retain any written materials whichor during the term of this Agreement is already, as shown or became publicly available, without breach of this Agreement by Employee’s recordsthe Parties, were in Employee’s possession on their employees, associates and subcontractors,
2) is, or prior becomes, available to the Parties from a source other than the Final Beneficiary, provided that it was obtained without infringement,
3) information which the Parties have agreed in advance, in writing, to divulge.
6. In the event that the Accelerator receives a request for the disclosure of Confidential Information on the basis of a decision by a competent Court, or a decision issued by a competent public administration body, the Accelerator is obliged, if legally permissible, to immediately notify the Grantee of such a request.
7. If either Party determines that there has been a disclosure of Confidential Information, the Parties shall take all reasonable steps to ensure that the Confidential Information is prevented from further disclosure or dissemination.
8. The Parties undertake that within 5 (five) years from the date Employee was employed by the Company or any of its predecessorssigning this Agreement, they will not disclose Confidential Information received from each other to third parties, subject to Subections 5 and 6, and after the Company’s right to receive a copy lapse of such materials or, in lieu thereof, proof that such materials were in existence this period the Parties will immediately agree on the date hereofmanner of handling Confidential Information and the media on which it is recorded.
Appears in 2 contracts
Samples: Grant Agreement, Grant Agreement
Confidentiality Obligations. (a) Employee hereby acknowledges that all trade secrets and “Confidential Information” means any information of a confidential or proprietary information of the Company (collectively referred to herein as “Confidential Information”) constitute valuable, special and unique assets of the Company’s business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s duties. Employee agrees that during the Term and during the twenty-four (24) month period following the Termination Date, Employee will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company and its officers, directors and employees, any Confidential Information or use any Confidential Information for Employee’s own personal benefit or for the benefit of anyone other than the Company. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes of this Section 8, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by the Company relating to Business Opportunities of the Company or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company whether oral or in written form, whether or not included in the Company’s Business Records, but shall exclude any information nature which (A1) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement or any other confidentiality agreement with the Company); (B) was rightfully in the possession of Employee, as shown by Employee’s records, prior to the date of this Agreement and which is not directly applicable relates to the business of the Company or any of its properties persons or assetsentities affiliated with the Company; (C2) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence has been created, discovered or developed by, or otherwise become known to the disclosing party; Company or (D) is independently developed by or for Employee after the Term without using the Confidential Information any affiliates of the Company; provided, however, that Employee shall provide or (3) is defined in any agreement concerning Confidential Information executed between the parties or in any Company confidentiality policy agreed to the Company copies of all information described in clause (B) to the extent reasonably requested by the CompanyEmployee (the “Confidentiality Agreement”). Notwithstanding the foregoing, this Section 8 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preservedincludes, or (2) Employee receives a valid but is not limited to, trade secrets, processes, formulas, computer programs, data, know-how, inventions, improvements, techniques, marketing and effective subpoenaproduct plans, interrogatory or other legally enforceable request for information in connection with a judicial process; providedstrategies, howeverforecasts, that if employee lists, customer lists and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed)suppliers lists. Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel acknowledges and agrees that he is legally required has had access to disclose and will use commercially reasonable efforts to obtain confidential treatment of or has received any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to in a confidential capacity and will maintain and protect the Company, upon termination of Employee’s employment confidentiality thereof in accordance with the Companyterms of the Confidentiality Agreement and will not disclose any Confidential Information except in accordance with the terms and conditions of such agreement. Under no circumstances and at no time shall Employee, directly or at indirectly, disclose, divulge, render or offer any other later time when knowledge or information with respect to any Confidential Information, except as may be specifically requested by the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be writing delivered to Employee or otherwise required by legal process or proceeding. All Confidential Information received by Employee was and shall be the Company pursuant to this Section 8 constitute the sole and exclusive property of the Company.
(e) The obligation of confidentiality set forth Company and its successors and assigns. Employee hereby agrees to assign to the Company and its successors and assigns, any rights or interests he may have or acquire in this Section 8 shall continue notwithstanding Employee’s delivery any Confidential Information. Employee hereby agrees to deliver promptly to the Company all material, documents and data of any Business Records nature containing or pertaining to any Confidential Information at the end of the term of the Consulting Contract. Employee further agrees not to duplicate or otherwise reproduce the Confidential Information, except within the scope of his Consulting Contract, with such Confidential Information to be returned to the Company. The provisions Company at the end of this Section 8 shall continue in effect notwithstanding termination the term of Employee’s employment for any reasonthe Consulting Contract.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereof.
Appears in 1 contract
Samples: Separation of Employment and General Release Agreement (Abovenet Inc)
Confidentiality Obligations. (a) Employee hereby acknowledges that all trade secrets and confidential or proprietary information of the Company (collectively referred to herein as “Confidential Information”) constitute valuable, special and unique assets of the Company’s business's Business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s 's duties. Employee agrees that during the Term and during the twenty-four (24) eighteen month period following the date of termination of Employee's employment (the “Termination Date”), Employee will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company Company, its affiliates, and its their respective officers, directors and employees, any Confidential Information or use any Confidential Information for Employee’s 's own personal benefit or for the benefit of anyone other than the Company. The Company agrees to provide previously undisclosed Confidential Information to Employee in exchange for Employee’s 's agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes of this Section 83, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by the Company relating to Business Opportunities of the Company or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the businessBusiness, operations, properties or prospects of the Company whether oral or in written form, whether or not included in the Company’s 's Business Records, but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement or any other confidentiality agreement with the CompanyAgreement); , (B) was rightfully in the possession of Employee, as shown by Employee’s records's records and reflected in the attached Disclosure Schedule, prior to the date of this Agreement and Employee first associated with the Company which is not directly applicable to the business of the Company Business or any of its the Company's properties or assets; , (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or , (D) is independently developed by or for the Employee after the Term without using the Confidential Information of the Company; provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing; provided further, however, that this Section 8 3 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereof.
Appears in 1 contract
Samples: Confidentiality and Noncompete Agreement (Eagle Rock Energy Partners L P)
Confidentiality Obligations. (a) a. Employee hereby acknowledges that all trade secrets and confidential or proprietary information of the Company Related Parties (collectively referred to herein as “Confidential Information”) constitute valuable, special and unique assets of the Company’s Related Parties’ business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s duties. Employee agrees that during the Employment Term and during the twentyone-four (24) month year period following the Termination DateDate of Termination, Employee will hold the Confidential Information in strict confidence and will not publish, disseminate disseminate, or otherwise disclose, directly or indirectly, to any person other than the Company Related Parties and its their respective officers, directors directors, and employees, any Confidential Information or use any Confidential Information for Employee’s own personal benefit or for the benefit of anyone other than the CompanyRelated Parties. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) b. For purposes of this Section 8paragraph 12, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed developed, or used by any of the Company Related Parties relating to Business Opportunities of the Company or Intellectual Property or other geological, geophysical, economic, financial financial, or management aspects of the business, operations, properties properties, or prospects of the Company Related Parties whether oral or in written form, whether or not included form in the Company’s Business Recordsa Related Parties’ business records, but shall exclude any information which that (Ai) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement Agreement), or any other confidentiality agreement with the Company); (Bii) was rightfully in the possession of Employee, as shown by Employee’s records, prior to the date of this Agreement (including Employee’s method of selecting, purchasing, and reworking oil and gas properties, which is not directly applicable the Company and Employee may utilize subsequent to the business of the Company or any of its properties or assets; Employment Term (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence subject to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the Companyother limitations contained in this Agreement)); provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoingii); provided further, however, that this Section 8 paragraph12 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereof.
Appears in 1 contract
Confidentiality Obligations. (a) Employee hereby acknowledges that all trade secrets 1. The Parties agree to regard "Confidential Information” as any information provided by, and confidential or proprietary information to, each other, disclosed at any time, regardless of the Company (collectively referred to herein as “Confidential Information”) constitute valuable, special form and unique assets content of the Company’s business, and information - with the reservation that access to and knowledge of such any Confidential Information is essential also available to PARP, the performance OP IE Managing Authority and the authorised bodies indicated in § 14, Subsection 3 of Employee’s duties. Employee agrees that during the Term and during the twenty-four (24) month period following the Termination Date, Employee will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company and its officers, directors and employees, any Confidential Information or use any Confidential Information for Employee’s own personal benefit or for the benefit of anyone other than the Company. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes of this Section 82. Under the conditions referred to in Subsection 1, it is agreed that Confidential Information includesdata and information expressed in writing, without limitationgraphically, any information heretofore visually or hereafter acquiredcontained in devices, developed instruments or used by the Company other objects, and otherwise expressed, relating to Business Opportunities of the Company or Intellectual Property or other geologicalall technical, geophysicaltechnological, economiccommercial, financial or management aspects of the business, operations, properties or prospects of the Company whether oral or in written form, whether or not included in the Company’s Business Records, but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement or any other confidentiality agreement with the Company); (B) was rightfully in the possession of Employee, as shown by Employee’s records, prior to the date of this Agreement and which is not directly applicable to the business of the Company or any of its properties or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the Company; provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing, this Section 8 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondenceorganisational, financial and accounting business information shall be regarded as confidential information.
3. In the event of doubt as to the confidentiality of information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or the Parties are to understand that any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employeeinformation exchanged between them is Confidential Information.
(d) Employee confirms that all 4. The Parties are not entitled to use Confidential Information for purposes other than the performance of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the CompanyAgreement.
(e) 5. The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records pursuant to the Company. The provisions content of this Section 8 Agreement shall continue in effect notwithstanding termination not apply to any part of Employee’s employment for any reason.the Confidential Information which:
(f1) Notwithstanding prior to the foregoing provisions of this Section 8 or any other provision signing of this Agreement, Employee shall be entitled to retain any written materials whichor during the term of this Agreement is, as shown or become publicly available, without breach of this Agreement by Employee’s recordsthe Parties, were in Employee’s possession on their employees, associates and subcontractors,
2) is, or prior becomes available, to the Parties from a source other than the Final Beneficiary, provided that it was obtained without infringement,
3) information which the Parties have agreed in advance, in writing, to divulge.
6. In the event that the Accelerator receives a request for the disclosure of Confidential Information on the basis of a decision by a competent Court, or a decision issued by a competent public administration body, the Accelerator is obliged, if legally permissible, to immediately notify the Grantee of such a request.
7. If any Party determines that there has been a disclosure of Confidential Information, the Parties shall take all reasonable steps to ensure that the Confidential Information is not further disclosed or disseminated.
8. The Parties agree that within 5 (five) years from the date Employee was employed by the Company or any of its predecessorssigning this Agreement, they will not disclose Confidential Information received from each other to third parties, subject to Subsections 5 and 6, and after the Company’s right to receive a copy lapse of such materials or, in lieu thereof, proof that such materials were in existence this period the Parties will immediately agree on the date hereofmanner of handling Confidential Information and the media on which it is recorded.
Appears in 1 contract
Samples: Grant Agreement
Confidentiality Obligations. (a) Employee hereby acknowledges that all trade secrets and confidential or proprietary information of the Company (collectively referred to herein as “Confidential Information”) constitute valuable, special and unique assets of the Company’s business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s duties. Employee The Executive agrees that during the Term and during the twenty-four (24) month period following Noncompetition Period, the Termination Date, Employee will hold the Confidential Information in strict confidence and Executive will not knowingly use, publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company and its their respective officers, directors and employees, any Confidential Information or use any Confidential Information for Employee’s own personal benefit or for the benefit of anyone other than the Company. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential InformationBusiness Opportunities, Intellectual Property and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes of this Section 8, it is agreed that Confidential Information includes, without limitation, any other information heretofore or hereafter acquired, developed or used by the Company relating to Business Opportunities their business or their operations, properties, prospects, employees, customers, consultants, vendors, joint venture partners or co-investors which constitutes proprietary or confidential information of the Company or Intellectual Property or other geological("Confidential Information"), geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company whether oral or in written form, whether or not included in the Company’s Business Records, but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement or any other confidentiality agreement with the Company); (B) was rightfully in the possession of Employee, as shown by Employee’s records, prior to the date of this Agreement and which is not directly applicable to the business of the Company or any of its properties or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the Company; provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing, this Section 8 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation any Confidential Information contained in any proceeding)customer files, or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to the Companycontract files, upon termination of Employee’s employment with the Companyproduction records, or at any other later time when the Company so requestsmaintenance records, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract filesmemoranda, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “"Company’s Business Records”"), and all copies thereof and therefrom that are but excluding any Confidential Information which has become part of common knowledge or understanding in the possession natural gas compressor industry or under otherwise in the control of Employee.
public domain (d) Employee confirms that all of other than from disclosure by the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth Executive in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision violation of this Agreement) or,
a. was known to recipient party, Employee shall be entitled free of any obligation to retain any written materials whichkeep it confidential, as shown by Employee’s records, were in Employee’s possession on or prior to its disclosure by disclosing party;
b. is or becomes publicly available by other than unauthorized disclosure;
c. is received from a third party whose disclosure, to the date Employee was employed best of the recipient party’s knowledge, does not violate any confidentiality obligation; or
d. is disclosed pursuant to the requirement or request of a governmental agency or court of competent jurisdiction to the extent such disclosure is required by a valid law, regulation or court order, and sufficient notice is given by the Company or any of its predecessors, subject recipient party to the Company’s right disclosing party of any such requirement or request to receive permit the disclosing party to seek an appropriate protective order or exemption from such requirement or request. However, this Section 6.3 shall not be applicable to the extent the Executive is required to testify in a copy judicial or regulatory proceeding pursuant to the order of such materials or, in lieu thereof, proof a judge or administrative law judge after the Executive requests that such materials were in existence on the date hereofConfidential Information be preserved.
Appears in 1 contract
Samples: Employment Agreement (Natural Gas Services Group Inc)
Confidentiality Obligations. (a) Employee Executive hereby acknowledges that all trade secrets and confidential or proprietary information of the Company (collectively referred to herein as “"Confidential Information”") constitute valuable, special and unique assets of the Company’s 's business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s duties. Employee Executive agrees that during the Term and during the twenty-four (24) month period following the Termination Date, Employee Executive will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company and its Parent and their respective officers, directors and employees, any Confidential Information or use any Confidential Information for Employee’s Executive's own personal benefit or for the benefit of anyone other than the Company. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this AgreementParent.
(b) For purposes of this Section 8paragraph 6, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by the Company relating to Business Opportunities of the Company or Intellectual Property (as hereinafter defined) or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company whether oral or in written form, whether or not included in the Company’s 's Business RecordsRecords (as hereinafter defined), but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee Executive in violation of this Agreement or of Executive's obligations under applicable law) or has been disclosed to any other confidentiality agreement with the Company); (B) was rightfully in the possession of Employee, as shown third parties on a non-confidential basis by Employee’s records, prior to the date of this Agreement and which is not directly applicable to the business of the Company or any of its properties or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the Companyrepresentatives; provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing, this Section 8 paragraph 6 shall not be applicable to the extent (1) Employee Executive is required to testify in a judicial or regulatory proceeding proceeding, or to produce documents, pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide Executive has given the Company with reasonable notice of and opportunity to seek relief from such requirement. The term "Business Opportunities" shall mean all business ideas, so that the Company may (x) seek a protective order or prospects, proposals and other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited opportunities pertaining to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment lease, acquisition, exploration, production, gathering or marketing of any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports hydrocarbons and related data such as mapsproducts and the exploration potential of geographical areas on which hydrocarbon exploration prospects are located, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereof.which have been:
Appears in 1 contract
Confidentiality Obligations. (a) Employee Executive hereby acknowledges that all trade secrets and confidential or proprietary information of the Company (collectively referred to herein as “"Confidential Information”") constitute valuable, special and unique assets of the Company’s 's business. Executive agrees that, for a period of one year from and that access to and knowledge of such Confidential Information is essential to after the performance of Employee’s duties. Employee agrees that during the Term and during the twenty-four (24) month period following the Termination DateEffective Time, Employee Executive will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company and its Parent and their respective officers, directors and employees, any Confidential Information or use any Confidential Information for Employee’s Executive's own personal benefit or for the benefit of anyone other than the Company. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this AgreementParent.
(b) For purposes of this Section 8paragraph 6, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by the Company relating to Business Opportunities of the Company or Intellectual Property (as hereinafter defined) or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company whether oral or in written form, whether or not included in the Company’s 's Business RecordsRecords (as hereinafter defined), but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee Executive in violation of this Agreement or of Executive's obligations under applicable law) or has been disclosed to any other confidentiality agreement with the Company); (B) was rightfully in the possession of Employee, as shown third parties on a non-confidential basis by Employee’s records, prior to the date of this Agreement and which is not directly applicable to the business of the Company or any of its properties or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the Companyrepresentatives; provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing, this Section 8 paragraph 6 shall not be applicable to the extent (1) Employee Executive is required to testify in a judicial or regulatory proceeding proceeding, or to produce documents, pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide Executive has given the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereof.reasonable
Appears in 1 contract
Confidentiality Obligations. (a) Employee hereby acknowledges that all trade secrets secrets, Intellectual Property, and confidential or proprietary information of the Company (collectively referred to herein as “Confidential Information”) constitute valuable, special special, and unique assets of the Business and the Company’s business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s duties. Employee agrees that during the Employment Term and during the twenty-four (24) month period following the date of termination of Employee’s employment (the “Termination Date”), regardless of the reason for such termination, Employee will shall hold the Confidential Information in strict confidence and will shall not publish, disseminate disseminate, or otherwise disclose, directly or indirectly, to any person other than the Company and its officers, directors directors, and employees, any Confidential Information or use any Confidential Information for Employee’s own personal benefit or for the benefit of anyone other than the Company. The Company agrees to provide previously undisclosed Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes of this Section 83, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by the Company relating to Business Opportunities or Intellectual Property, or any other aspect of the Company or Intellectual Property or other geologicalBusiness that is not generally available to the public, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company whether oral or in written form, form and whether or not included in the Company’s Business Records, but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement or any other confidentiality agreement with the CompanyAgreement); , (B) was rightfully in the possession of Employee, as shown by Employee’s recordsrecords and disclosed by Employee on Exhibit A, prior to the date of this Agreement Effective Date and which is not directly applicable to the business Business of the Company or any of its properties or assets; , (C) is lawfully acquired by Employee after the Term Termination Date from any third party not bound by an obligation of confidence to the disclosing partyCompany; or (D) is independently developed by or for Employee after the Term Termination Date without using the Confidential Information of the Company; provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoingCompany (and which is not otherwise subject to a pre-existing confidentiality agreement); provided further, however, that this Section 8 3 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after but in such event Employee requests shall first request that such Confidential Information be preserved, or (2) Employee receives a valid preserved and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant shall give prompt notice to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that order to testify for the purpose of giving the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with reasonable opportunity to take appropriate steps to preserve the terms confidentiality of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosedInformation.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled this Agreement is not intended to retain any written materials which, as shown by interfere with Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy discuss the terms, conditions, wages, and benefits of such materials or, his/her employment or engage in lieu thereof, proof that such materials were in existence on the date hereofany other concerted activity protected by applicable law.
Appears in 1 contract
Samples: Confidentiality, Non Competition, and Non Solicitation Agreement (Eagle Rock Energy Partners L P)
Confidentiality Obligations. (a) Employee hereby acknowledges that all trade secrets and confidential or proprietary information of the Company (collectively referred to herein as “Confidential Information”) constitute valuable, special and unique assets of the Company’s business's Business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s 's duties. Employee agrees that during the Employment Term and during the twenty-four (24) eighteen month period following the date of termination of Employee's employment (the “Termination Date”), Employee will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company and its respective officers, directors and employees, any Confidential Information or use any Confidential Information for Employee’s 's own personal benefit or for the benefit of anyone other than the Company. The Company agrees to provide previously undisclosed Confidential Information to Employee in exchange for Employee’s 's agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes of this Section 83, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by the Company relating to Business Opportunities of the Company or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the businessBusiness, operations, properties or prospects of the Company whether oral or in written form, whether or not included in the Company’s 's Business Records, but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement or any other confidentiality agreement with the CompanyAgreement); , (B) was rightfully in the possession of Employee, as shown by Employee’s records's records and reflected in the attached Disclosure Schedule, prior to the date of this Agreement and which is not directly applicable to the business of the Company Business or any of its the Company's properties or assets; , (C) is lawfully acquired by Employee after the Employment Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for the Employee after the Employment Term without using the Confidential Information of the Company; provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing; provided further, however, that this Section 8 3 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereof.
Appears in 1 contract
Samples: Confidentiality and Noncompete Agreement (Eagle Rock Energy Partners L P)
Confidentiality Obligations. (a) 2.1. The Employee hereby agrees and acknowledges that all trade secrets and confidential or proprietary information during the term of his employment with the Company (collectively referred “Employment”), the Employee shall have access to herein as “Confidential Information”) constitute valuableInformation through oral, special and unique assets visual, electronic or written means, solely by virtue of the Company’s business, Employment and that for the purpose of enabling the Employee to discharge his obligations towards the Company as an employee. The provision of access to and knowledge of such Confidential Information is essential to the performance of Employee’s duties. Employee agrees that during the Term and during the twenty-four (24) month period following the Termination Date, Employee will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company and its officers, directors and employees, any Confidential Information or use any Confidential Information for Employee’s own personal benefit or for the benefit of anyone other than the Company. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes of this Section 8, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by the Company relating to Business Opportunities of the Company or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company whether oral or in written form, whether or not included in the Company’s Business Records, but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement or any other confidentiality agreement with the Company); (B) was rightfully in the possession of Employee, as shown by Employee’s records, prior to the date of this Agreement and which is not directly applicable to the business of the Company or any of its properties or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the Company; provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing, this Section 8 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to at the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property discretion of the Company.
(e) 2.2. The obligation Employee understands and acknowledges that the Confidential Information is of confidentiality set forth immense value to the Company and its Affiliates and/or its present, past or prospective clients. The Employee understands that any use or disclosure of such Confidential Information including any inadvertent disclosure can cause immense and irreparable harm, loss, damage and injury to the Company and its Affiliates and its reputation and hence undertakes to keep such Confidential Information confidential and use it solely in this Section 8 shall continue notwithstanding Employeethe manner expressly authorized by the Company and only during the term of his Employment.
2.3. The Employee agrees and undertakes that at all times during the term of his Employment and thereafter on termination of his Employment for whatever reason to hold in the strictest confidence, and not to use, except for the benefit of the Company and its Affiliates, and absolutely refrain from in any manner divulging, discussing, disclosing the Confidential Information to any third party or in any manner directly or indirectly using the Confidential Information without the written authorisation of the Company.
2.4. The Employee recognises that the Company and its Affiliates have received and in the future will receive from third parties, information that would be confidential and proprietary in nature to such third parties, during the course of his Employment. The Employee agrees to hold all such third party information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out his work for the Company consistent with the Company’s delivery agreement with such third party.
2.5. The Employee further undertakes not to make copies of any Business Records to such Confidential Information except as authorised by the Company. Nothing contained in this Agreement shall be construed as granting or conferring any rights either as a license or otherwise in the Confidential Information. The provisions Employee shall not claim or represent to hold any interest by way of this Section 8 shall continue ownership, assignment or otherwise in effect notwithstanding the Confidential Information.
2.6. The Employee shall, upon termination of Employee’s employment for any reasonthe Employment, promptly return to the Company all Confidential Information including all materials and documents obtained from or through the Company (in hard or soft copy).
2.7. Nothing in this Clause 2 shall apply to information: (fi) Notwithstanding that was previously known by the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials whichEmployee, as shown established by Employee’s records, were in Employee’s possession on or written records of the Employee prior to the date Employee was employed by the Company or any receipt of its predecessors, subject to such information from the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereof.;
Appears in 1 contract
Samples: Confidentiality and Intellectual Property Assignment Agreement
Confidentiality Obligations. (a) Employee hereby acknowledges that all trade secrets and confidential or proprietary information of the Company Related Parties (collectively referred to herein as “Confidential Information”) constitute valuable, special and unique assets of the Company’s Related Parties’ business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s duties. Employee agrees that during the Employment Term and during the twenty-four (24) eighteen month period following the date of termination of Employee’s employment (the “Termination Date”), Employee will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company Related Parties and its their respective officers, directors and employees, any Confidential Information or use any Confidential Information for Employee’s own personal benefit or for the benefit of anyone other than the CompanyRelated Parties. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes of this Section 83, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by any of the Company Related Parties relating to Business Opportunities of the Company or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company Related Parties whether oral or in written form, whether or not included in the Company’s Related Parties’ Business Records, but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement or any other confidentiality agreement with the CompanyAgreement); , (B) was rightfully in the possession of Employee, as shown by Employee’s records, prior to the date of this Agreement and which is not directly applicable to the business of the Company or any of its properties or assets; , (C) is lawfully acquired by Employee after the Employment Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for the Employee after the Employment Term without using the Confidential Information of the CompanyRelated Parties; provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing; provided further, however, that this Section 8 3 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, preserved or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereof.
Appears in 1 contract
Samples: Confidentiality and Noncompete Agreement (Resolute Energy Corp)
Confidentiality Obligations. (a) Employee hereby acknowledges that all trade secrets and confidential or proprietary The Designated Observer may share any information of concerning the Company that is furnished to the Designated Observer by the Company, together with any notes, analyses, reports, models, compilations, studies, documents, records or extracts thereof containing, based upon or derived from such information, in whole or in part (collectively referred to herein as “Confidential Information”) constitute valuable), special with RedBird solely for the purpose of allowing RedBird to provide advice and unique assets assistance to the Company in respect of the operations of the Company’s business, and or for evaluating, monitoring or reviewing its then existing investment in the Company. The Designated Observer recognizes that access to and knowledge of such he has acquired, or will acquire, Confidential Information is essential to the performance use or disclosure of Employee’s dutieswhich could cause the Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Employee Accordingly, the Designated Observer covenants and agrees with the Company that during the Term and during the twenty-four (24) month period following the Termination Date, Employee will hold the Confidential Information in strict confidence and he will not publishat any time, disseminate or otherwise discloseexcept with the prior written consent of the Company, directly or indirectly, to any person other than the Company and its officers, directors and employees, disclose any Confidential Information known him to any third party or otherwise use any the Confidential Information for Employee’s own personal benefit or for the benefit of anyone any purpose other than as set forth in the Company. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes first sentence of this Section 82(a), it is agreed that unless the Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by the Company relating to Business Opportunities of the Company or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company whether oral or in written form, whether or not included in the Company’s Business Records, but shall exclude any information which Information: (Ai) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (publicly available other than from as a result of a disclosure by Employee the Designated Observer or RedBird, its controlled affiliates or representatives in violation of this Agreement or any other confidentiality agreement with the Company)Observation Rights Agreement; (Bii) was rightfully already known to RedBird or the Designated Observer or was in the possession of Employee, as shown by Employee’s records, RedBird or the Designated Observer prior to the date of this Agreement and which is not directly applicable to the business of the Company or any of its properties or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed being furnished by or for Employee after the Term without using the Confidential Information on behalf of the Company; (iii) is received by RedBird or the Designated Observer from a source other than the Company or its representatives, provided that the source of such information was not actually known by RedBird or the Designated Observer to be bound by a confidentiality agreement with, or other contractual obligation of confidentiality to, the Company; (iv) was independently developed or acquired by RedBird or the Designated Observer or on its or his behalf without the use of the Confidential Information or in the violation of the terms of this Agreement or the Observation Rights Agreement; or (v) the Designated Observer is required, in the good faith determination of the Designated Observer to disclose by applicable law, regulation or legal process, provided, howeverthat the Designated Observer promptly notifies the Company of such requirement and uses his reasonable best efforts to minimize the extent of any such required disclosure. For the avoidance of doubt, that Employee no Confidential Information shall provide be shared by the Designated Observer with any portfolio company of RedBird or any of the Company’s competitors, regardless of their relationship with RedBird or the Designated Observer, except with the prior written consent of the Company.
(b) Upon the termination of the Observation Rights Agreement or the Designated Observer ceasing to be RedBird’s Observer, or at any time upon written request by the Company, the Designated Observer shall promptly return to the Company copies of or promptly destroy all information described in clause Confidential Information (Bincluding, electronic copies) supplied by the Company to the extent reasonably requested by Designated Observer without retaining any copy thereof, and the Company. Notwithstanding the foregoing, this Section 8 Designated Observer shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such promptly destroy all Confidential Information be preservedprepared by or on his own behalf, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection together with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy copies thereof (including, without limitation, participation in any proceedingelectronic copies), or (y) waive compliance with except that the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee Designated Observer shall be entitled to retain any written materials which, copies of the Confidential Information as shown by Employee’s records, were in Employee’s possession on or prior necessary to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereofcomply with applicable law.
Appears in 1 contract
Confidentiality Obligations. (a) a. Employee hereby acknowledges agrees to keep the terms and conditions of this Agreement confidential and not to disclose them to anyone except his/her spouse, financial advisors, attorneys, or as otherwise required by law, provided that all trade secrets and confidential before Employee shares this Agreement with his/her spouse, financial advisor, or proprietary information attorney, Employee agrees to notify him or her of the Company (collectively referred to herein as “Confidential Information”) constitute valuable, special and unique assets of the Company’s business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s duties. this confidentiality requirement.
b. Employee agrees that during the Term and during the twenty-four (24) month period following the Termination Date, Employee he/she will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclosenot, directly or indirectly, use, distribute, or disclose to any person any confidential or proprietary information regarding the Company’s and/or any Releasees’ business, including but not limited to, practices, procedures, and policies; trade secrets; techniques; technology; studies and reports; marketing and business plans; financial information; employment information; and any and all other than information of the Company and its officers, directors and employees, and/or any Confidential Information or use any Confidential Information for Employee’s own personal benefit or for the benefit of anyone other than the Company. The Company agrees Releasees that is valuable to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes of this Section 8, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by the Company relating to Business Opportunities or such Releasee(s) and not generally known outside of the Company or Intellectual Property such Releasee(s). This obligation shall remain in effect for as long as the information or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company whether oral or materials in written form, whether or not included in the Company’s Business Records, but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this question retain their status as confidential. This Agreement or any other confidentiality agreement with the Company); (B) was rightfully in the possession of Employee, as shown by Employee’s records, prior to the date of this Agreement and which is not directly applicable to the business of the Company or any of its properties or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the Company; provideddoes not, however, prohibit disclosure of information that Employee shall provide was or becomes generally known or available to the Company copies public through no fault of all information described in clause (B) to the extent reasonably requested by the Company. Employee.
c. Notwithstanding the foregoingforegoing obligations and restrictions regarding confidential information, nothing in this Section 8 Agreement shall not be applicable prohibit or restrict, or is intended to the extent prohibit or restrict, Employee from: (1i) Employee disclosing information that is required to testify in a judicial be disclosed by law, court order or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a other valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial appropriate legal process; provided, however, that if and when in the event such a disclosure is required pursuant to clause (1) or (2) aboveby law, Employee shall promptly provide the Company with prompt notice of such requirement, requirement so that the Company may (x) seek a an appropriate protective order or other remedy prior to any such required disclosure by Employee; (includingii) reporting possible violations of federal, without limitation, participation in any proceeding)state, or (y) waive compliance with local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the terms whistleblower provisions of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). federal, state, or local law or regulation, and Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to not need the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business prior authorization of the Company (collectively, the “Business Records”), to make any such reports or disclosures and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are shall not be required to be delivered to notify the Company pursuant that Employee has made such reports or disclosures; or (iii) disclosing the underlying facts or circumstances relating to this Section 8 constitute the exclusive property any claim of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Companysexual harassment. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this AgreementIn addition, Employee is hereby given notice that he/she shall not be entitled criminally or civilly liable under any federal or state trade secret law for: (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to retain any written materials whicha federal, as shown by Employee’s recordsstate, were in Employee’s possession on or prior local government official, either directly or indirectly, or to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials oran attorney, in lieu thereofeither event solely for the purpose of reporting or investigating a suspected violation of law; or (v) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, proof that if such materials were in existence on the date hereoffiling is made under seal.
Appears in 1 contract
Confidentiality Obligations. (a) Employee hereby acknowledges that all trade secrets and confidential or proprietary information of the Company Acquired Companies and the Related Parties (collectively referred to herein as “("Confidential Information”") constitute valuable, special and unique assets of the Company’s Related Parties' business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s 's duties. Employee agrees that during the Term and during the twenty-four two (242) month year period following the date of termination of Employee's employment or engagement, as applicable (the "Termination Date"), Employee will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company Related Parties and its their respective officers, directors and employees, any Confidential Information or use any Confidential Information for Employee’s 's own personal benefit or for the benefit of anyone other than the Company. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this AgreementRelated Parties.
(b) For purposes of this Section 8, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by any of the Company Acquired Companies or the Related Parties relating to Business Opportunities of the Company or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company Acquired Companies or the Related Parties whether oral or in written form, whether or not included form in the Company’s a Related Parties' Business RecordsRecords (as defined in Section 10 below), but shall exclude any information which that (A) is or has become part of common knowledge or understanding in the oil and gas pipeline construction industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement Agreement), or any other confidentiality agreement with the Company); (B) was rightfully in the possession of Employee, as shown by Employee’s 's records, prior to the date of this Agreement and which is not directly applicable to the business of the Company or any of its properties or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the CompanyAgreement; provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing); further provided, however, that this Section 8 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid . Holding Company and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant Company agree to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled regarding the Acquired Companies and the Related Parties in exchange for Employee's agreement to furnish only keep such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose Information, and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed.
(c) to which Employee agrees to promptly deliver to the Companyhas already become privy, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such strict confidence as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth provided in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reasonAgreement.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereof.
Appears in 1 contract
Confidentiality Obligations. (a) Employee hereby acknowledges that all trade secrets and confidential or proprietary information of the Company Related Parties (collectively referred to herein as “"Confidential Information”") constitute valuable, special and unique assets of the Company’s Related Parties' business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s 's duties. Employee agrees that during the Employment Term and during the twenty-four (24) month period following the Termination Datethereafter, Employee will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company Related Parties and its their respective officers, directors and employees, any Confidential Information or use any Confidential Information for Employee’s 's own personal benefit or for the benefit of anyone other than the CompanyRelated Parties. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s 's agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes of this Section 83, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by any of the Company Related Parties relating to Business Opportunities of the Company or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company Related Parties whether oral or in written form, whether or not included form in the Company’s a "Related Parties' Business Records" (as defined in Section 5 below), but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement Agreement), or any other confidentiality agreement with the Company); (B) was rightfully in the possession of Employee, as shown by Employee’s 's records, prior to the date of this Agreement (including Employee's method of selecting, purchasing and reworking oil and gas properties, which is not directly applicable the Company and Employee may utilize subsequent to the business of the Company or any of its properties or assets; Employment Term (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence subject to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the Companyother limitations contained in this Agreement)); provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing); provided further, however, that this Section 8 3 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereof.
Appears in 1 contract
Samples: Confidentiality and Non Compete Agreement (Encore Acquisition Co)
Confidentiality Obligations. (a) Employee hereby acknowledges that all trade secrets and confidential or proprietary information of the Company (collectively referred to herein as “Confidential Information”) constitute valuable, special and unique assets of the Company’s business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s duties. Employee The Executive agrees that during the Term and during the twenty-four (24) month period following Noncompetition Period, the Termination Date, Employee will hold the Confidential Information in strict confidence and Executive will not knowingly use, publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company and its their respective officers, directors and employees, any Confidential Information or use any Confidential Information for Employee’s own personal benefit or for the benefit of anyone other than the Company. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential InformationBusiness Opportunities, Intellectual Property and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes of this Section 8, it is agreed that Confidential Information includes, without limitation, any other information heretofore or hereafter acquired, developed or used by the Company relating to Business Opportunities their business or their operations, properties, prospects, employees, customers, consultants, vendors, joint venture partners or co-investors which constitutes proprietary or confidential information of the Company or Intellectual Property or other geological("Confidential Information"), geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company whether oral or in written form, whether or not included in the Company’s Business Records, but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement or any other confidentiality agreement with the Company); (B) was rightfully in the possession of Employee, as shown by Employee’s records, prior to the date of this Agreement and which is not directly applicable to the business of the Company or any of its properties or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the Company; provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing, this Section 8 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation any Confidential Information contained in any proceeding)customer files, or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to the Companycontract files, upon termination of Employee’s employment with the Companyproduction records, or at any other later time when the Company so requestsmaintenance records, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract filesmemoranda, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “"Company’s Business Records”"), and all copies thereof and therefrom that are but excluding any Confidential Information which has become part of common knowledge or understanding in the possession natural gas compressor industry or under otherwise in the control of Employee.
public domain (d) Employee confirms that all of other than from disclosure by the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth Executive in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision violation of this Agreement) or,
a. was known to recipient party, Employee shall be entitled free of any obligation to retain any written materials whichkeep it confidential, as shown by Employee’s records, were in Employee’s possession on or prior to its disclosure by disclosing party;
b. is or becomes publicly available by other than unauthorized disclosure;
c. is received from a third party whose disclosure, to the date Employee was employed best of the recipient party’s knowledge, does not violate any confidentiality obligation; or
d. is disclosed pursuant to the requirement or request of a governmental agency or court of competent jurisdiction to the extent such disclosure is required by a valid law, regulation or court order, and sufficient notice is given by the Company or any of its predecessors, subject recipient party to the Company’s right disclosing party of any such requirement or request to receive permit the disclosing party to seek an appropriate protective order or exemption from such requirement or request. However, this Section 6.3 shall not be applicable to the extent the Executive is required to testify in a copy judicial or regulatory proceeding pursuant to the order of such materials or, in lieu thereof, proof a judge or administrative law judge after the Executive requests that such materials were in existence on the date hereof.Confidential Information be preserved. {JK00525120.1 }
Appears in 1 contract
Samples: Employment Agreement (Natural Gas Services Group Inc)
Confidentiality Obligations. (a) Employee Seller and Xxxxxxxx hereby acknowledges covenant and agree that any and all information which has been disclosed to Seller, its employees, consultants, agents and, if applicable, stockholders during the discussions and negotiations leading to the execution of this Agreement, and all information to be disclosed to Seller, its employees, consultants and agents and, if applicable, stockholders, during the period commencing on the date of execution of this Agreement through the Closing or termination of this Agreement, shall constitute confidential information and trade secrets of Buyer, and as such are secret, confidential and unique and constitute the exclusive trade secrets and confidential or proprietary information of the Company (collectively referred to herein as “Confidential Information”) constitute valuable, special and unique assets of the Company’s business, and that access to and knowledge property of such Confidential Information is essential party. Such information has been made known and available to the performance of Employee’s duties. Employee agrees that during the Term and during the twenty-four (24) month period following the Termination Date, Employee will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company Seller and its officers, directors and respective employees, any Confidential Information or use any Confidential Information for Employee’s own personal benefit or for the benefit of anyone other than the Company. The Company agrees to provide Confidential Information to Employee consultants and agents strictly in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes of this Section 8, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by the Company relating to Business Opportunities of the Company or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company whether oral or in written form, whether or not included in the Company’s Business Records, but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement or any other confidentiality agreement connection with the Company); (B) was rightfully in the possession of Employee, as shown by Employee’s records, prior to the date negotiation and execution of this Agreement and which is the consummation of the transactions provided for herein. Seller and Xxxxxxxx hereby acknowledge and agree that any use or disclosure of any such confidential information or trade secrets, other than pursuant to this Agreement, would be wrongful and would cause irreparable injury to Buyer. Accordingly, Seller and Xxxxxxxx hereby expressly agree, for Seller and on behalf of Seller's stockholders and directors, if any, and its principal officers, managers, employees, agents, consultants and representatives, that they will not directly applicable at any time prior to the business of the Company Closing or at any of its properties time thereafter, use or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the Company; provideddisclose, however, that Employee shall provide to the Company copies of all information described other than in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing, this Section 8 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance accordance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessorssuch confidential information or trade secrets including without limitation, subject to all confidential information included in the Company’s right to receive a copy Intellectual Property of such materials orSeller. Seller and Xxxxxxxx acknowledge that, in lieu thereofthe event of a violation of the terms and provisions of this SECTION 13(c), proof that the remedies at law would not be adequate; and accordingly, in such materials were event Buyer may proceed to protect and enforce its rights under this SECTION 13(c) by a suit in existence on equity for specific performance hereof, or for an injunction against the date violation hereof.
Appears in 1 contract
Confidentiality Obligations. (a) Employee Executive hereby acknowledges that all trade secrets and confidential or proprietary information of the Company Related Parties (collectively referred to herein Herein as “Confidential Information”) constitute valuable, special and unique assets of the Company’s business, and that access to and knowledge of such Confidential Information is essential to the performance of EmployeeExecutive’s dutiesduties hereunder. Employee Executive agrees that both during the Employment Term and during the twenty-four for a period of two (242) month period years following the Termination Date, Employee Executive will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company Related Parties and its their respective officers, directors and employees, any Confidential Information or use any Confidential Information for EmployeeExecutive’s own personal benefit or for the benefit of anyone other than the CompanyRelated Parties. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes of this Section 86(c), it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by any of the Company Related Parties relating to Business Opportunities of the Company or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company Related Parties, whether oral or in written form, whether or not included form in the Company’s any of Related Parties’ Business RecordsRecords (as defined in Section 7 below), but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas and natural gas midstream industry or otherwise in the public domain publicly available (other than from wrongful disclosure by Employee Executive in violation of this Agreement Agreement), or any other confidentiality agreement with the Company); (B) was rightfully in the possession of EmployeeExecutive, as shown by EmployeeExecutive’s records, prior to the date of this Agreement and which is not directly applicable to the business of the Company or any of its properties or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the CompanyAgreement; provided, however, that Employee Executive shall provide to the Company copies of all information described in this clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing); and further provided, however, that this Section 8 6(c) shall not be applicable to the extent Executive is required to disclose such Confidential Information (1) Employee is required due to a subpoena or court order or (2) to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee Executive requests that confidential treatment for such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosedInformation.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereof.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Ute Energy Upstream Holdings LLC)
Confidentiality Obligations. (a) Employee hereby acknowledges that all trade secrets and confidential or proprietary information of the Company Related Parties (collectively referred to herein as “"Confidential Information”") constitute valuable, special and unique assets of the Company’s Related Parties' business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s 's duties. Employee agrees that during the Employment Term and during the twentytwo-four (24) month year period following the date of termination of Employee's employment (the "Termination Date"), Employee will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company Related Parties and its their respective officers, directors directors, employees, agents and employeesconsultants, any Confidential Information or use any Confidential Information for Employee’s 's own personal benefit or for the benefit of anyone other than the Company. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this AgreementRelated Parties.
(b) For purposes of this Section 83, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by any of the Company Related Parties relating to Business Opportunities of the Company or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company Related Parties whether oral or in written form, whether or not included form in the Company’s a "Related Parties' Business Records" (as defined in Section 5 below), but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement Agreement), or any other confidentiality agreement with the Company); (B) was rightfully in the possession of Employee, as shown by Employee’s 's records, prior to the date of this Agreement and which is not directly applicable to the business formation of the Company or any of its properties or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the CompanyPartnership; provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing, this Section 8 3 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereof.
Appears in 1 contract
Samples: Confidentiality and Non Compete Agreement (Petroglyph Energy Inc)
Confidentiality Obligations. (a) Employee hereby acknowledges that all trade secrets and confidential or proprietary information of the Company (collectively referred to herein as “Confidential Information”) constitute valuable, special and unique assets of the Company’s business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s duties. Employee agrees that during the Term and during the twenty-four eighteen (2418) month period following the Termination Date, Employee will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company and its officers, directors and employees, any Confidential Information or use any Confidential Information for Employee’s own personal benefit or for the benefit of anyone other than the Company. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes of this Section 8, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by the Company relating to Business Opportunities of the Company or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company whether oral or in written form, whether or not included in the Company’s Business Records, but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement or any other confidentiality agreement with the Company); (B) was rightfully in the possession of Employee, as shown by Employee’s records, prior to the date of this Agreement and which is not directly applicable to the business of the Company or any of its properties or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the Company; provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing, this Section 8 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereof.
Appears in 1 contract
Confidentiality Obligations. (a) Employee hereby acknowledges that all As a member of the Company's Advisory Council, you will have access to information regarding certain discoveries, inventions, know-how, methods, procedures, and other technology which are trade secrets and confidential secrets, or proprietary information intellectual property of the Company (collectively referred to herein as “"Proprietary Technology") and to technical data, scientific information, business records, financial information, information concerning existing or prospective relationships between the Company and other corporations or businesses, and other business or scientific information concerning the Company and its Proprietary Technology which the Company desires to protect and preserve in confidence (collectively referred to as "Confidential Information”"). You agree that you (i) constitute valuable, special and unique assets of will not disclose the Company’s business, and that access to and knowledge of such 's Proprietary Technology or Confidential Information is essential to the performance of Employee’s duties. Employee agrees that during the Term and during the twenty-four others; (24ii) month period following the Termination Date, Employee will hold the Confidential Information in strict confidence and will not publish, disseminate use it or otherwise disclosefacilitate or permit its use, directly or indirectly, to for your own or any person other than the Company other's account or benefit; (iii) will not make, disclose or distribute directly or indirectly, documents or copies of documents containing disclosures of such Proprietary Technology or Confidential Information; and its officers, directors (iv) will not advise others that such Proprietary Technology and employees, any Confidential Information or use any Confidential Information for Employee’s own personal benefit or for the benefit of anyone other than the Company. The Company agrees is known to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes of this Section 8, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by the Company relating or others associated with the Company. On request, you will return to Business Opportunities of the Company all written materials which may be provided to you in connection with your role as an Advisor. The Company acknowledges that your obligation not to disclose the Proprietary Technology or Intellectual Property Confidential Information to others does not apply to information which is already known to you, as demonstrated by written record, or other geologicalwhich is now public knowledge, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company whether oral or in written form, whether or not included which becomes public knowledge in the Company’s Business Records, but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (future other than from disclosure by Employee in violation breach of your obligations under this Paragraph 4. Your obligations under this paragraph will survive the termination of this Agreement or any other confidentiality agreement with the Company); (B) was rightfully in the possession expiration of Employee, your role as shown by Employee’s records, prior to the date of this Agreement and which is not directly applicable to the business of the Company or any of its properties or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the Company; provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing, this Section 8 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosedAdvisor.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereof.
Appears in 1 contract
Samples: Advisory Agreement (Tanox Inc)
Confidentiality Obligations. (a) Employee hereby acknowledges that all trade secrets It is stipulated and confidential or proprietary information of the Company (collectively referred to herein as “Confidential Information”) constitute valuable, special and unique assets of the Company’s business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s duties. Employee agrees that during the Term and during the twenty-four (24) month period following the Termination Date, Employee will hold the Confidential Information in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly, to any person other than the Company and its officers, directors and employees, any Confidential Information or use any Confidential Information for Employee’s own personal benefit or for the benefit of anyone other than the Company. The Company agrees to provide Confidential Information to Employee in exchange for Employee’s agreement to keep such Confidential Information, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes of this Section 8, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by the Company relating to Business Opportunities of the Company or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company whether oral or Corporation is engaged in written form, whether or not included in the Company’s Business Records, but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement or any other confidentiality agreement with the Company); (B) was rightfully in the possession of Employee, as shown by Employee’s records, prior to the date of this Agreement and which is not directly applicable to the business of the Company or any development, manufacture, sale and service of its properties or assets; heavy duty street-sweeping equipment and other material handling and clearing equipment and parts (C) the "Business"). It is lawfully acquired by Employee after the Term from any third party not bound by an obligation further stipulated and -------- agreed that as a result of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the Company; provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested Employee's employment by the Company. Notwithstanding the foregoingCorporation, this Section 8 shall not be applicable to the extent (1) Employee is required to testify in and as a judicial or regulatory proceeding pursuant to the order result of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) abovehis continued employment hereunder, Employee shall promptly provide the Company with notice of such requirementhas had and will have access to valuable, so that the Company may (x) seek a protective order or other remedy (highly confidential, privileged, and proprietary information relating to Corporation's Business, including, without limitation, participation in any proceeding), or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose existing and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting future equipment information, customer lists, statistical data identities of distributors and compilationsdistributorships, patentssales methods and techniques, copyrights, trademarks, trade names, inventions, formulae, costs and costing methods, processespricing techniques and strategies, agreementssales agreements with customers, contractsprofits and product line profitability information, manuals unpublished present and future marketing strategies and promotional programs, and other information regarded by Corporation as proprietary and confidential (the "Confidential Information"). ------------------------ It is further acknowledged that unauthorized use or disclosure by Employee of Confidential Information would seriously damage Corporation in its Business.
6.1 During the term of this Agreement and after its termination or expiration for any reason, Employee will not, without Corporation's prior written consent, use, divulge, disclose, furnish, or make accessible to any third person, company, or other documents relating entity any aspect of Confidential Information (other than as required in the ordinary discharge of Employee's duties hereunder).
6.2 During the term of the Agreement and after its termination or expiration for any reason, Employee shall not, without the prior written consent of the Corporation, communicate or divulge any information regarding the circumstances or amounts payable under this Agreement; provided, that nothing in this paragraph shall prevent Employee from sharing with his spouse and confidential legal and financial advisors general information regarding the amount of his compensation as may be necessary to make basic financial decisions or disclosing general information about Employee's work experience prior to the business effective date of this Agreement (not including any Confidential Information) to prospective employees if necessary to enable Employee to obtain placement at a salary and other benefits commensurate with Employee's past consideration.
6.3 In the event of a breach or threatened breach by Employee of any of the Company (collectively, the “Business Records”), and all copies thereof and therefrom that are in the possession or under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth obligations contained in this Section 8 shall continue notwithstanding Employee’s delivery 6, the Corporation, in addition to and not in derogation of any Business Records other remedies it may have, shall be entitled to the Company. an injunction restraining Employee from violating or continuing any violation of such obligations.
6.4 The provisions of this Section 8 6 shall continue in effect notwithstanding survive the expiration or termination of Employee’s employment this Agreement for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy of such materials or, in lieu thereof, proof that such materials were in existence on the date hereof.
Appears in 1 contract
Confidentiality Obligations. (a) Employee hereby acknowledges Customer agrees and warrants that all trade secrets and confidential or proprietary information of the Company (collectively referred to herein as “Confidential Information”) constitute valuable, special and unique assets of the Company’s business, and that access to and knowledge of such Confidential Information is essential to the performance of Employee’s duties. Employee agrees that during the Term and during the twenty-four (24) month period following the Termination Date, Employee will hold the Confidential Information shall not be distributed, disclosed or disseminated in strict confidence and will not publishany way or form to anyone, disseminate or otherwise disclose, directly or indirectly, except to any person other than Customer’s employees who have a need to know the Company and its officers, directors and employees, any Confidential Information within the frame of this Agreement and who are bound by confidentiality obligations at least as stringent as the ones provided for by this Agreement. Educational Institution Customer’s (e.g. universities or use any research instituted) accounts shall be determined per each professor or research leader. Such Customer agrees and warrants that the Confidential Information shall not be distributed, disclosed or disseminated in any way or form to anyone, except to its research staff or students who are involved in projects utilizing the Confidential Information received under this Agreement, who are bound by confidentiality obligations at least as stringent as the ones provided for Employee’s own personal benefit or by this Agreement and who have returned to IMEC a signed copy of the ‘Statement of Confidentiality’ set forth by Annex 1. Customer agrees and warrants that the Confidential Information shall only be used for the benefit purpose of anyone other than preparing his product designs and to be able to have such designs prototyped and manufactured by TSMC utilizing the Companytechnology as specified in the submitted and approved “Request for Access to TSMC Technology”. The Company agrees to provide Confidential Information shall be destroyed or returned to Employee IMEC, along with all copies in exchange for EmployeeCustomer’s agreement to keep such Confidential Informationpossession, and any Confidential Information to which Employee has already become privy, in strict confidence as provided in this Agreement.
(b) For purposes of this Section 8, it is agreed that Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by upon the Company relating to Business Opportunities effective date of the Company or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company whether oral or in written form, whether or not included in the Company’s Business Records, but shall exclude any information which (A) is or has become part of common knowledge or understanding in the oil and gas industry or otherwise in the public domain (other than from disclosure by Employee in violation expiration of this Agreement or any other confidentiality agreement upon IMEC’s request, whichever occurs the first, together with the Company); (B) was rightfully in the possession a written certification by Customer that all of Employee, as shown by Employee’s records, prior to the date of this Agreement and which is not directly applicable to the business of the Company or any of its properties or assets; (C) is lawfully acquired by Employee after the Term from any third party not bound by an obligation of confidence to the disclosing party; or (D) is independently developed by or for Employee after the Term without using the Confidential Information of the Company; provided, however, that Employee shall provide to the Company copies of all information described in clause (B) to the extent reasonably requested by the Company. Notwithstanding the foregoing, this Section 8 shall not be applicable to the extent (1) Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of a judge or administrative law judge after Employee requests that such Confidential Information be preserved, or (2) Employee receives a valid and effective subpoena, interrogatory or other legally enforceable request for information in connection with a judicial process; provided, however, that if and when such a disclosure is required pursuant to clause (1) or (2) above, Employee shall promptly provide the Company with notice of such requirement, so that the Company may (x) seek a protective order or other remedy (including, without limitation, participation stored in any proceeding)kind of tangible or in-tangible form in Customer’s possession or under Customer’s control, or (y) waive compliance with the terms of this Agreement in the Company’s sole discretion (but such waiver will be limited to the Confidential Information required to be disclosed). Employee shall be entitled to furnish only such Confidential Information as Employee is advised by legal counsel that he is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment of any and all Confidential Information disclosed.
(c) Employee agrees to promptly deliver to the Company, upon termination of Employee’s employment with the Company, or at any other later time when the Company so requests, all documents and electronic data in existence on the Termination Date relating to the business of the Company, including, without limitation: all geological and geophysical reports and related data such as maps, charts, logs, seismographs, seismic records and other reports and related data, calculations, summaries, memoranda and opinions relating to the foregoing, production records, electric logs, core data, pressure data, lease files, well files and records, land files, abstracts, title opinions, title or curative matters, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents relating to the business of the Company (collectively, the “Business Records”), documentation and all copies thereof in whole or in part, are no longer in use by Customer and therefrom that are in have been destroyed or returned to IMEC. Customer acknowledges the possession or proprietary nature of TSMC’s technology. Therefore, Customer commits that, unless obtaining TSMC’s prior written licenses, Customer shall never enter into any agreement with a manufacturer different from TSMC to have products incorporating the Confidential Information made. Without prejudice to IMEC’s rights under the control of Employee.
(d) Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 8 constitute the exclusive property of the Company.
(e) The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Employee’s delivery of any Business Records to the Company. The provisions of this Section 8 shall continue in effect notwithstanding termination of Employee’s employment for any reason.
(f) Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, Employee shall be entitled Customers hereby provides to retain any written materials which, as shown by Employee’s records, were in Employee’s possession on or prior to TSMC the date Employee was employed by the Company or any of its predecessors, subject to the Company’s right to receive a copy directly claim against Customer for any breach under this Agreement related to Customer’s confidentiality and limited-use obligations set forth by article 2.1-2.3 and/or the provisions set forth by article 2.4. Customer shall also hold IMEC harmless from any damages, costs or losses, direct and/or indirect, resulting from any claim directed by TSMC towards IMEC related to any breach of such materials orconfidentiality, in lieu thereofunauthorized use of the Confidential information and/or any breach of the provisions set forth by article 2.4. by Customer, proof that such materials were in existence on the date hereofits employees, research staff or students.
Appears in 1 contract
Samples: Imec Customer Agreement