Common use of Confidentiality, Proprietary Information and Inventions Clause in Contracts

Confidentiality, Proprietary Information and Inventions. (a) During the term of Xxxxxxx’x employment with Fidelity, and at all times thereafter, Xxxxxxx shall not use or disclose to others, without the prior written consent of Fidelity, any Trade Secrets (as hereinafter defined) of Fidelity, or any subsidiary thereof or any of their customers, except for use or disclosure thereof in the course of the business of Fidelity (or that of any subsidiary), and such disclosure shall be limited to those who have a need to know. (b) During the term of Xxxxxxx’x employment with Fidelity, and for eighteen (18) months after Xxxxxxx’x Termination of Employment for any reason, Xxxxxxx shall not use or disclose to others, without the prior written consent of Fidelity, any Confidential Information (as hereinafter defined) of Fidelity, or any subsidiary thereof or any of their customers, except for use or disclosure thereof in the course of the business of Fidelity (or that of any subsidiary), and such disclosure shall be limited to those who have a need to know. (c) Upon Xxxxxxx’x Termination of Employment for any reason, Xxxxxxx shall not take with him any documents or data of Fidelity or any subsidiary or of any customer thereof or any reproduction thereof and agrees to return any such documents and data in his possession at that time. (d) Xxxxxxx agrees to take reasonable precautions to safeguard and maintain the confidentiality and secrecy and limit the use of all Trade Secrets and Confidential Information of Fidelity and all subsidiaries and customers thereof. (e) Trade Secrets shall include only such information constituting a “Trade Secret” within the meaning of subsection 10-1-761(4) of the Georgia Trade Secrets Act of 1990, including as hereafter amended. Confidential Information shall include all information and data which is protectable as a legal form of property or non-public information of Fidelity or their customers, excluding any information or data which constitutes a Trade Secret. (f) Trade Secrets and Confidential Information shall not include any information (A) which becomes publicly known through no fault or act of Xxxxxxx; (B) is lawfully received by Xxxxxxx from a third party after Termination of Employment without a similar restriction regarding confidentiality and use and without a breach of this Agreement; or (C) which is independently developed by Xxxxxxx and entirely unrelated to the business of providing banking or banking related services. (g) Xxxxxxx agrees that any and all information and data originated by Xxxxxxx while employed by Fidelity and, where applicable, by other employees or associates under Xxxxxxx’x direction or supervision in connection with or as a result of any work or service performed under the terms of Xxxxxxx’x employment, shall be promptly disclosed to Fidelity, shall become Fidelity's property, and shall be kept confidential by Xxxxxxx. Any and all such information and data, reduced to written, graphic, or other tangible form and any and all copies and reproduction thereof shall be furnished to Fidelity upon request and in any case shall be returned to Fidelity upon Xxxxxxx’x Termination of Employment. (h) Xxxxxxx agrees that Xxxxxxx will promptly disclose to Fidelity all inventions or discoveries made, conceived, or for the first time reduced to practice in connection with or as a result of the work and/or services Xxxxxxx performs for Fidelity. (i) Xxxxxxx agrees that he will assign the entire right, title, and interest in any such invention or inventions and any patents that may be granted thereon in any country in the world concerning such inventions to Fidelity. Xxxxxxx further agrees that Xxxxxxx will, without expense to Fidelity, execute all documents and do all acts which may be necessary, desirable, or convenient to enable Fidelity, at its expense, to file and prosecute applications for patents on such inventions, and to maintain patents granted thereon.

Confidentiality, Proprietary Information and Inventions. (a) During the term of Xxxxxxx’x Xxxxxx’x employment with Fidelity, and at all times thereafter, Xxxxxxx Xxxxxx shall not use or disclose to others, without the prior written consent of Fidelity, any Trade Secrets (as hereinafter defined) of Fidelity, or any subsidiary thereof or any of their customers, except for use or disclosure thereof in the course of the business of Fidelity (or that of any subsidiary), and such disclosure shall be limited to those who have a need to know. (b) During the term of Xxxxxxx’x Xxxxxx’x employment with Fidelity, and for eighteen (18) months after Xxxxxxx’x Xxxxxx’x Termination of Employment for any reason, Xxxxxxx Xxxxxx shall not use or disclose to others, without the prior written consent of Fidelity, any Confidential Information (as hereinafter defined) of Fidelity, or any subsidiary thereof or any of their customers, except for use or disclosure thereof in the course of the business of Fidelity (or that of any subsidiary), and such disclosure shall be limited to those who have a need to know. (c) Upon Xxxxxxx’x Xxxxxx’x Termination of Employment for any reason, Xxxxxxx Xxxxxx shall not take with him any documents or data of Fidelity or any subsidiary or of any customer thereof or any reproduction thereof and agrees to return any such documents and data in his possession at that time. (d) Xxxxxxx Xxxxxx agrees to take reasonable precautions to safeguard and maintain the confidentiality and secrecy and limit the use of all Trade Secrets and Confidential Information of Fidelity and all subsidiaries and customers thereof. (e) Trade Secrets shall include only such information constituting a “Trade Secret” within the meaning of subsection 10-1-761(4) of the Georgia Trade Secrets Act of 1990, including as hereafter amended. Confidential Information shall include all information and data which is protectable as a legal form of property or non-public information of Fidelity or their customers, excluding any information or data which constitutes a Trade Secret. (f) Trade Secrets and Confidential Information shall not include any information (A) which becomes publicly known through no fault or act of XxxxxxxXxxxxx; (B) is lawfully received by Xxxxxxx Xxxxxx from a third party after Termination of Employment without a similar restriction regarding confidentiality and use and without a breach of this Agreement; or (C) which is independently developed by Xxxxxxx Xxxxxx and entirely unrelated to the business of providing banking or banking related services. (g) Xxxxxxx Xxxxxx agrees that any and all information and data originated by Xxxxxxx Xxxxxx while employed by Fidelity and, where applicable, by other employees or associates under Xxxxxxx’x Xxxxxx’x direction or supervision in connection with or as a result of any work or service performed under the terms of Xxxxxxx’x Xxxxxx’x employment, shall be promptly disclosed to Fidelity, shall become Fidelity's property, and shall be kept confidential by XxxxxxxXxxxxx. Any and all such information and data, reduced to written, graphic, or other tangible form and any and all copies and reproduction thereof shall be furnished to Fidelity upon request and in any case shall be returned to Fidelity upon Xxxxxxx’x Xxxxxx’x Termination of Employment. (h) Xxxxxxx Xxxxxx agrees that Xxxxxxx Xxxxxx will promptly disclose to Fidelity all inventions or discoveries made, conceived, or for the first time reduced to practice in connection with or as a result of the work and/or services Xxxxxxx Xxxxxx performs for Fidelity. (i) Xxxxxxx Xxxxxx agrees that he will assign the entire right, title, and interest in any such invention or inventions and any patents that may be granted thereon in any country in the world concerning such inventions to Fidelity. Xxxxxxx Xxxxxx further agrees that Xxxxxxx Xxxxxx will, without expense to Fidelity, execute all documents and do all acts which may be necessary, desirable, or convenient to enable Fidelity, at its expense, to file and prosecute applications for patents on such inventions, and to maintain patents granted thereon.

Confidentiality, Proprietary Information and Inventions. (a) During the term of Xxxxxxx’x Xxxxxxx'x employment with FidelityFidelity or Bank, and at all times thereafter, Xxxxxxx shall not use or disclose to others, without the prior written consent of FidelityFidelity and Bank, any Trade Secrets (as hereinafter defined) of FidelityFidelity or Bank, or any subsidiary thereof or any of their customers, except for use or disclosure thereof in the course of the business of Fidelity or Bank (or that of any subsidiary), and such disclosure shall be limited to those who have a need to know. (b) During the term of Xxxxxxx’x Xxxxxxx'x employment with FidelityFidelity or Bank, and for eighteen (18) months after Xxxxxxx’x Termination termination of Employment his employment with Fidelity or Bank for any reason, Xxxxxxx shall not use or disclose to others, without the prior written consent of FidelityFidelity and Bank, any Confidential Information (as hereinafter defined) of FidelityFidelity or Bank, or any subsidiary thereof or any of their customers, except for use or disclosure thereof in the course of the business of Fidelity or Bank (or that of any subsidiary), and such disclosure shall be limited to those who have a need to know. (c) Upon Xxxxxxx’x Termination termination of Employment employment with Fidelity or Bank for any reason, Xxxxxxx shall not take with him any documents or data of Fidelity or Bank or any subsidiary or of any customer thereof or any reproduction thereof and agrees to return any such documents and data in his possession at that time. (d) Xxxxxxx agrees to take reasonable precautions to safeguard and maintain the confidentiality and secrecy and limit the use of all Trade Secrets and Confidential Information of Fidelity Fidelity, Bank and all subsidiaries and customers thereof. (e) Trade Secrets shall include only such information constituting a “"Trade Secret” " within the meaning of subsection 10-1-761(4) of the Georgia Trade Secrets Act of 1990, including as hereafter amended. Confidential Information shall include all information and data which is protectable as a legal form of property or non-public information of Fidelity or Bank or their customers, excluding any information or data which constitutes a Trade Secret. (f) Trade Secrets and Confidential Information shall not include any information (A) which becomes publicly known through no fault or act of Xxxxxxx; (B) is lawfully received by Xxxxxxx from a third party after Termination termination of Employment employment without a similar restriction regarding confidentiality and use and without a breach of this Agreement; or (C) which is independently developed by Xxxxxxx and entirely unrelated to the business of providing banking or banking related services. (g) Xxxxxxx agrees that any and all information and data originated by Xxxxxxx while employed by Fidelity or Bank and, where applicable, by other employees or associates under Xxxxxxx’x Xxxxxxx'x direction or supervision in connection with or as a result of any work or service performed under the terms of Xxxxxxx’x Xxxxxxx'x employment, shall be promptly disclosed to FidelityFidelity and Bank, shall become FidelityFidelity and/or Bank's property, and shall be kept confidential by Xxxxxxx. Any and all such information and data, reduced to written, graphic, or other tangible form and any and all copies and reproduction thereof shall be furnished to Fidelity and Bank upon request and in any case shall be returned to Fidelity and Bank upon Xxxxxxx’x Termination termination of EmploymentXxxxxxx'x employment with Fidelity or Bank. (h) Xxxxxxx agrees that Xxxxxxx will promptly disclose to Fidelity and Bank all inventions or discoveries made, conceived, or for the first time reduced to practice in connection with or as a result of the work and/or services Xxxxxxx performs for FidelityFidelity or Bank. (i) Xxxxxxx agrees that he will assign the entire right, title, and interest in any such invention or inventions and any patents that may be granted thereon in any country in the world concerning such inventions to FidelityFidelity and Bank. Xxxxxxx further agrees that Xxxxxxx will, without expense to FidelityFidelity or Bank, execute all documents and do all acts which may be necessary, desirable, or convenient to enable FidelityFidelity and Bank, at its expense, to file and prosecute applications for patents on such inventions, and to maintain patents granted thereon.

Confidentiality, Proprietary Information and Inventions. (a) During the term of Xxxxxxx’x Xxxxxx'x employment with Fidelity, and at all times thereafter, Xxxxxxx Xxxxxx shall not use or disclose to others, without the prior written consent of Fidelity, any Trade Secrets (as hereinafter defined) of Fidelity, or any subsidiary thereof or any of their customers, except for use or disclosure thereof in the course of the business of Fidelity (or that of any subsidiary), and such disclosure shall be limited to those who have a need to know. (b) During the term of Xxxxxxx’x Xxxxxx'x employment with Fidelity, and for eighteen (18) months after Xxxxxxx’x Xxxxxx'x Termination of Employment for any reason, Xxxxxxx Xxxxxx shall not use or disclose to others, without the prior written consent of Fidelity, any Confidential Information (as hereinafter defined) of Fidelity, or any subsidiary thereof or any of their customers, except for use or disclosure thereof in the course of the business of Fidelity (or that of any subsidiary), and such disclosure shall be limited to those who have a need to know. (c) Upon Xxxxxxx’x Xxxxxx'x Termination of Employment for any reason, Xxxxxxx Xxxxxx shall not take with him any documents or data of Fidelity or any subsidiary or of any customer thereof or any reproduction thereof and agrees to return any such documents and data in his possession at that time. (d) Xxxxxxx Xxxxxx agrees to take reasonable precautions to safeguard and maintain the confidentiality and secrecy and limit the use of all Trade Secrets and Confidential Information of Fidelity and all subsidiaries and customers thereof. (e) Trade Secrets shall include only such information constituting a “"Trade Secret” " within the meaning of subsection 10-1-761(4) of the Georgia Trade Secrets Act of 1990, including as hereafter amended. Confidential Information shall include all information and data which is protectable as a legal form of property or non-public information of Fidelity or their customers, excluding any information or data which constitutes a Trade Secret. (f) Trade Secrets and Confidential Information shall not include any information (A) which becomes publicly known through no fault or act of XxxxxxxXxxxxx; (B) is lawfully received by Xxxxxxx Xxxxxx from a third party after Termination of Employment without a similar restriction regarding confidentiality and use and without a breach of this Agreement; or (C) which is independently developed by Xxxxxxx Xxxxxx and entirely unrelated to the business of providing banking or banking related services. (ga) Xxxxxxx Xxxxxx agrees that any and all information and data originated by Xxxxxxx Xxxxxx while employed by Fidelity and, where applicable, by other employees or associates under Xxxxxxx’x Xxxxxx'x direction or supervision in connection with or as a result of any work or service performed under the terms of Xxxxxxx’x Xxxxxx'x employment, shall be promptly disclosed to Fidelity, shall become Fidelity's property, and shall be kept confidential by XxxxxxxXxxxxx. Any and all such information and data, reduced to written, graphic, or other tangible form and any and all copies and reproduction thereof shall be furnished to Fidelity upon request and in any case shall be returned to Fidelity upon Xxxxxxx’x Xxxxxx'x Termination of Employment. (hb) Xxxxxxx Xxxxxx agrees that Xxxxxxx Xxxxxx will promptly disclose to Fidelity all inventions or discoveries made, conceived, or for the first time reduced to practice in connection with or as a result of the work and/or services Xxxxxxx Xxxxxx performs for Fidelity. (ic) Xxxxxxx Xxxxxx agrees that he will assign the entire right, title, and interest in any such invention or inventions and any patents that may be granted thereon in any country in the world concerning such inventions to Fidelity. Xxxxxxx Xxxxxx further agrees that Xxxxxxx Xxxxxx will, without expense to Fidelity, execute all documents and do all acts which may be necessary, desirable, or convenient to enable Fidelity, at its expense, to file and prosecute applications for patents on such inventions, and to maintain patents granted thereon.

Confidentiality, Proprietary Information and Inventions. (a) During the term of Xxxxxxx’x Pxxxxxx’x employment with FidelityFidelity or the Bank, and at all times thereafter, Xxxxxxx Pxxxxxx shall not use or disclose to others, without the prior written consent of FidelityFidelity and the Bank, any Trade Secrets (as hereinafter defined) of FidelityFidelity or the Bank, or any subsidiary thereof or any of their customers, except for use or disclosure thereof in the course of the business of Fidelity or the Bank (or that of any subsidiary), and such disclosure shall be limited to those who have a need to know. (b) During the term of Xxxxxxx’x Pxxxxxx’x employment with FidelityFidelity or the Bank, and for eighteen (18) months after Xxxxxxx’x Pxxxxxx’x Termination of Employment for any reason, Xxxxxxx Pxxxxxx shall not use or disclose to others, without the prior written consent of FidelityFidelity and the Bank, any Confidential Information (as hereinafter defined) of FidelityFidelity or the Bank, or any subsidiary thereof or any of their customers, except for use or disclosure thereof in the course of the business of Fidelity or the Bank (or that of any subsidiary), and such disclosure shall be limited to those who have a need to know. (c) Upon Xxxxxxx’x Pxxxxxx’x Termination of Employment for any reason, Xxxxxxx Pxxxxxx shall not take with him any documents or data of Fidelity or the Bank or any subsidiary or of any customer thereof or any reproduction thereof and agrees to return any such documents and data in his possession at that time. (d) Xxxxxxx Pxxxxxx agrees to take reasonable precautions to safeguard and maintain the confidentiality and secrecy and limit the use of all Trade Secrets and Confidential Information of Fidelity Fidelity, the Bank and all subsidiaries and customers thereof. (e) Trade Secrets shall include only such information constituting a “Trade Secret” within the meaning of subsection 10-1-761(4) of the Georgia Trade Secrets Act of 1990, including as hereafter amended. Confidential Information shall include all information and data which is protectable as a legal form of property or non-public information of Fidelity or the Bank or their customers, excluding any information or data which constitutes a Trade Secret. (f) Trade Secrets and Confidential Information shall not include any information (A) which becomes publicly known through no fault or act of XxxxxxxPxxxxxx; (B) is lawfully received by Xxxxxxx Pxxxxxx from a third party after Termination of Employment without a similar restriction regarding confidentiality and use and without a breach of this Agreement; or (C) which is independently developed by Xxxxxxx Pxxxxxx and entirely unrelated to the business of providing banking or banking related services. (g) Xxxxxxx Pxxxxxx agrees that any and all information and data originated by Xxxxxxx Pxxxxxx while employed by Fidelity or the Bank and, where applicable, by other employees or associates under Xxxxxxx’x Pxxxxxx’x direction or supervision in connection with or as a result of any work or service performed under the terms of Xxxxxxx’x Pxxxxxx’x employment, shall be promptly disclosed to FidelityFidelity and the Bank, shall become Fidelity's Fidelity and/or the Bank’s property, and shall be kept confidential by XxxxxxxPxxxxxx. Any and all such information and data, reduced to written, graphic, or other tangible form and any and all copies and reproduction thereof shall be furnished to Fidelity and the Bank upon request and in any case shall be returned to Fidelity and the Bank upon Xxxxxxx’x Pxxxxxx’x Termination of Employment. (h) Xxxxxxx Pxxxxxx agrees that Xxxxxxx Pxxxxxx will promptly disclose to Fidelity and the Bank all inventions or discoveries made, conceived, or for the first time reduced to practice in connection with or as a result of the work and/or services Xxxxxxx Pxxxxxx performs for FidelityFidelity or the Bank. (i) Xxxxxxx Pxxxxxx agrees that he will assign the entire right, title, and interest in any such invention or inventions and any patents that may be granted thereon in any country in the world concerning such inventions to FidelityFidelity and the Bank. Xxxxxxx Pxxxxxx further agrees that Xxxxxxx Pxxxxxx will, without expense to FidelityFidelity or the Bank, execute all documents and do all acts which may be necessary, desirable, or convenient to enable FidelityFidelity and the Bank, at its expense, to file and prosecute applications for patents on such inventions, and to maintain patents granted thereon.

Confidentiality, Proprietary Information and Inventions. (a) During the term of Xxxxxxx’x Xxxxxx'x employment with FidelityFidelity or the Bank, and at all times thereafter, Xxxxxxx Xxxxxx shall not use or disclose to others, without the prior written consent of FidelityFidelity and the Bank, any Trade Secrets (as hereinafter defined) of FidelityFidelity or the Bank, or any subsidiary thereof or any of their customers, except for use or disclosure thereof in the course of the business of Fidelity or the Bank (or that of any subsidiary), and such disclosure shall be limited to those who have a need to know. (b) During the term of Xxxxxxx’x Xxxxxx'x employment with FidelityFidelity or the Bank, and for eighteen (18) months after Xxxxxxx’x Xxxxxx'x Termination of Employment for any reason, Xxxxxxx Xxxxxx shall not use or disclose to others, without the prior written consent of FidelityFidelity and the Bank, any Confidential Information (as hereinafter defined) of FidelityFidelity or the Bank, or any subsidiary thereof or any of their customers, except for use or disclosure thereof in the course of the business of Fidelity or the Bank (or that of any subsidiary), and such disclosure shall be limited to those who have a need to know. (c) Upon Xxxxxxx’x Xxxxxx'x Termination of Employment for any reason, Xxxxxxx Xxxxxx shall not take with him any documents or data of Fidelity or the Bank or any subsidiary or of any customer thereof or any reproduction thereof and agrees to return any such documents and data in his possession at that time. (d) Xxxxxxx Xxxxxx agrees to take reasonable precautions to safeguard and maintain the confidentiality and secrecy and limit the use of all Trade Secrets and Confidential Information of Fidelity Fidelity, the Bank and all subsidiaries and customers thereof. (e) Trade Secrets shall include only such information constituting a “"Trade Secret” " within the meaning of subsection 10-1-761(4) of the Georgia Trade Secrets Act of 1990, including as hereafter amended. Confidential Information shall include all information and data which is protectable as a legal form of property or non-public information of Fidelity or the Bank or their customers, excluding any information or data which constitutes a Trade Secret. (f) Trade Secrets and Confidential Information shall not include any information (A) which becomes publicly known through no fault or act of XxxxxxxXxxxxx; (B) is lawfully received by Xxxxxxx Xxxxxx from a third party after Termination of Employment without a similar restriction regarding confidentiality and use and without a breach of this Agreement; or (C) which is independently developed by Xxxxxxx Xxxxxx and entirely unrelated to the business of providing banking or banking related services. (g) Xxxxxxx Xxxxxx agrees that any and all information and data originated by Xxxxxxx Xxxxxx while employed by Fidelity or the Bank and, where applicable, by other employees or associates under Xxxxxxx’x Xxxxxx'x direction or supervision in connection with or as a result of any work or service performed under the terms of Xxxxxxx’x Xxxxxx'x employment, shall be promptly disclosed to FidelityFidelity and the Bank, shall become FidelityFidelity and/or the Bank's property, and shall be kept confidential by XxxxxxxXxxxxx. Any and all such information and data, reduced to written, graphic, or other tangible form and any and all copies and reproduction thereof shall be furnished to Fidelity and the Bank upon request and in any case shall be returned to Fidelity and the Bank upon Xxxxxxx’x Xxxxxx'x Termination of Employment. (h) Xxxxxxx Xxxxxx agrees that Xxxxxxx Xxxxxx will promptly disclose to Fidelity and the Bank all inventions or discoveries made, conceived, or for the first time reduced to practice in connection with or as a result of the work and/or services Xxxxxxx Xxxxxx performs for FidelityFidelity or the Bank. (i) Xxxxxxx Xxxxxx agrees that he will assign the entire right, title, and interest in any such invention or inventions and any patents that may be granted thereon in any country in the world concerning such inventions to FidelityFidelity and the Bank. Xxxxxxx Xxxxxx further agrees that Xxxxxxx Xxxxxx will, without expense to FidelityFidelity or the Bank, execute all documents and do all acts which may be necessary, desirable, or convenient to enable FidelityFidelity and the Bank, at its expense, to file and prosecute applications for patents on such inventions, and to maintain patents granted thereon.

Confidentiality, Proprietary Information and Inventions. (a) During the term of Xxxxxxx’x Proctor's employment with FidelityFidelity or the Bank, and at all times thereaftertherxxxxxx, Xxxxxxx Xroctor shall not use or disclose to others, without the prior written consent writtex xxxxxnt of FidelityFidelity and the Bank, any Trade Secrets (as hereinafter defined) of FidelityFidelity or the Bank, or any subsidiary thereof or any of their customers, except for use or disclosure thereof in the course of the business of Fidelity or the Bank (or that of any subsidiary), and such disclosure shall be limited to those who have a need to know. (b) During the term of Xxxxxxx’x Proctor's employment with FidelityFidelity or the Bank, and for eighteen (18) months after Xxxxxxx’x xxxxxx xfter Proctor's Termination of Employment for any reason, Xxxxxxx Proctor shall not use or disclose xxx xx xisclose to others, without the prior written consent writtex xxxxxnt of FidelityFidelity and the Bank, any Confidential Information (as hereinafter defined) of FidelityFidelity or the Bank, or any subsidiary thereof or any of their customers, except for use or disclosure thereof in the course of the business of Fidelity or the Bank (or that of any subsidiary), and such disclosure shall be limited to those who have a need to know. (c) Upon Xxxxxxx’x Proctor's Termination of Employment for any reason, Xxxxxxx Proctor shall not take with xxxx xxxh him any documents or data of Fidelity or xxx Xxxk or any subsidiary or of any customer thereof or any reproduction thereof and agrees to return any such documents and data in his possession at that time. (d) Xxxxxxx Proctor agrees to take reasonable precautions to safeguard and maintain the maintaxx xxx confidentiality and secrecy and limit the use of all Trade Secrets and Confidential Information of Fidelity Fidelity, the Bank and all subsidiaries and customers thereof. (e) Trade Secrets shall include only such information constituting a “"Trade Secret” " within the meaning of subsection 10-1-761(4) of the Georgia Trade Secrets Act of 1990, including as hereafter amended. Confidential Information shall include all information and data which is protectable as a legal form of property or non-public information of Fidelity or the Bank or their customers, excluding any information or data which constitutes a Trade Secret. (f) Trade Secrets and Confidential Information shall not include any information (A) which becomes publicly known through no fault or act of XxxxxxxProctor; (B) is lawfully received by Xxxxxxx Proctor from a third party after Termination Xxxxxxation of Employment without a similar xxxxxxx restriction regarding confidentiality and use and without a breach of this Agreement; or (C) which is independently developed by Xxxxxxx Proctor and entirely unrelated to the business of providing banking or banking ox xxxxxng related services. (g) Xxxxxxx Proctor agrees that any and all information and data originated by Xxxxxxx while Prxxxxx xhile employed by Fidelity or the Bank and, where applicable, by other xx xxxer employees or associates under Xxxxxxx’x Proctor's direction or supervision in connection with or as a result of any work xx xxx xxrk or service performed under the terms of Xxxxxxx’x Proctor's employment, shall be promptly disclosed to FidelityFidelity and the Xxxx, shall xxall become FidelityFidelity and/or the Bank's property, and shall be kept confidential by XxxxxxxProctor. Any and all such information and data, reduced to written, graphicgxxxxxx, or other tangible form and any and all copies and reproduction thereof shall be furnished to Fidelity and the Bank upon request and in any case shall be returned to Fidelity and the Bank upon Xxxxxxx’x Proctor's Termination of Employment. (h) Xxxxxxx Proctor agrees that Xxxxxxx thxx Xxxxxxr will promptly disclose to Fidelity and thx Xxxx all inventions or discoveries inventionx xx xxscoveries made, conceived, or for the first time reduced to practice in connection with or as a result of the work and/or services Xxxxxxx Proctor performs for FidelityFidelity or the Bank. (i) Xxxxxxx agrees that Proctor agrxxx xxxt he will assign the entire right, title, and interest in interxxx xx any such invention or inventions and any patents that may be granted thereon in any country in the world concerning such inventions to FidelityFidelity and the Bank. Xxxxxxx Proctor further agrees that Xxxxxxx Proctor will, without expense to FidelityFidelity xx xxx Bank, execute all documents doxxxxxxx and do all acts which may be necessary, desirable, or convenient to enable FidelityFidelity and the Bank, at its expense, to file and prosecute applications for patents on such inventions, and to maintain patents granted thereon.

Confidentiality, Proprietary Information and Inventions. (a) During the term of Xxxxxxx’x Mxxxxx’x employment with FidelityFidelity or the Bank, and at all times thereafter, Xxxxxxx Mxxxxx shall not use or disclose to others, without the prior written consent of FidelityFidelity and the Bank, any Trade Secrets (as hereinafter defined) of FidelityFidelity or the Bank, or any subsidiary thereof or any of their customers, except for use or disclosure thereof in the course of the business of Fidelity or the Bank (or that of any subsidiary), and such disclosure shall be limited to those who have a need to know. (b) During the term of Xxxxxxx’x Mxxxxx’x employment with FidelityFidelity or the Bank, and for eighteen (18) months after Xxxxxxx’x Mxxxxx’x Termination of Employment for any reason, Xxxxxxx Mxxxxx shall not use or disclose to others, without the prior written consent of FidelityFidelity and the Bank, any Confidential Information (as hereinafter defined) of FidelityFidelity or the Bank, or any subsidiary thereof or any of their customers, except for use or disclosure thereof in the course of the business of Fidelity or the Bank (or that of any subsidiary), and such disclosure shall be limited to those who have a need to know. (c) Upon Xxxxxxx’x Mxxxxx’x Termination of Employment for any reason, Xxxxxxx Mxxxxx shall not take with him any documents or data of Fidelity or the Bank or any subsidiary or of any customer thereof or any reproduction thereof and agrees to return any such documents and data in his possession at that time. (d) Xxxxxxx Mxxxxx agrees to take reasonable precautions to safeguard and maintain the confidentiality and secrecy and limit the use of all Trade Secrets and Confidential Information of Fidelity Fidelity, the Bank and all subsidiaries and customers thereof. (e) Trade Secrets shall include only such information constituting a “Trade Secret” within the meaning of subsection 10-1-761(4) of the Georgia Trade Secrets Act of 1990, including as hereafter amended. Confidential Information shall include all information and data which is protectable as a legal form of property or non-public information of Fidelity or the Bank or their customers, excluding any information or data which constitutes a Trade Secret. (f) Trade Secrets and Confidential Information shall not include any information (A) which becomes publicly known through no fault or act of XxxxxxxMxxxxx; (B) is lawfully received by Xxxxxxx Mxxxxx from a third party after Termination of Employment without a similar restriction regarding confidentiality and use and without a breach of this Agreement; or (C) which is independently developed by Xxxxxxx Mxxxxx and entirely unrelated to the business of providing banking or banking related services. (g) Xxxxxxx Mxxxxx agrees that any and all information and data originated by Xxxxxxx Mxxxxx while employed by Fidelity or the Bank and, where applicable, by other employees or associates under Xxxxxxx’x Mxxxxx’x direction or supervision in connection with or as a result of any work or service performed under the terms of Xxxxxxx’x Mxxxxx’x employment, shall be promptly disclosed to FidelityFidelity and the Bank, shall become Fidelity's Fidelity and/or the Bank’s property, and shall be kept confidential by XxxxxxxMxxxxx. Any and all such information and data, reduced to written, graphic, or other tangible form and any and all copies and reproduction thereof shall be furnished to Fidelity and the Bank upon request and in any case shall be returned to Fidelity and the Bank upon Xxxxxxx’x Mxxxxx’x Termination of Employment. (h) Xxxxxxx Mxxxxx agrees that Xxxxxxx Mxxxxx will promptly disclose to Fidelity and the Bank all inventions or discoveries made, conceived, or for the first time reduced to practice in connection with or as a result of the work and/or services Xxxxxxx Mxxxxx performs for FidelityFidelity or the Bank. (i) Xxxxxxx Mxxxxx agrees that he will assign the entire right, title, and interest in any such invention or inventions and any patents that may be granted thereon in any country in the world concerning such inventions to FidelityFidelity and the Bank. Xxxxxxx Mxxxxx further agrees that Xxxxxxx Mxxxxx will, without expense to FidelityFidelity or the Bank, execute all documents and do all acts which may be necessary, desirable, or convenient to enable FidelityFidelity and the Bank, at its expense, to file and prosecute applications for patents on such inventions, and to maintain patents granted thereon.

Confidentiality, Proprietary Information and Inventions. (a) During the term of Xxxxxxx’x Xxxxxxx'x employment with Fidelity, and at all times thereafter, Xxxxxxx shall not use or disclose to others, without the prior written consent of Fidelity, any Trade Secrets (as hereinafter defined) of Fidelity, or any subsidiary thereof or any of their customers, except for use or disclosure thereof in the course of the business of Fidelity (or that of any subsidiary), and such disclosure shall be limited to those who have a need to know. (b) During the term of Xxxxxxx’x Xxxxxxx'x employment with Fidelity, and for eighteen (18) months after Xxxxxxx’x Xxxxxxx'x Termination of Employment for any reason, Xxxxxxx shall not use or disclose to others, without the prior written consent of Fidelity, any Confidential Information (as hereinafter defined) of Fidelity, or any subsidiary thereof or any of their customers, except for use or disclosure thereof in the course of the business of Fidelity (or that of any subsidiary), and such disclosure shall be limited to those who have a need to know. (c) Upon Xxxxxxx’x Xxxxxxx'x Termination of Employment for any reason, Xxxxxxx shall not take with him any documents or data of Fidelity or any subsidiary or of any customer thereof or any reproduction thereof and agrees to return any such documents and data in his possession at that time. (d) Xxxxxxx agrees to take reasonable precautions to safeguard and maintain the confidentiality and secrecy and limit the use of all Trade Secrets and Confidential Information of Fidelity and all subsidiaries and customers thereof. (e) Trade Secrets shall include only such information constituting a “"Trade Secret” " within the meaning of subsection 10-1-761(4) of the Georgia Trade Secrets Act of 1990, including as hereafter amended. Confidential Information shall include all information and data which is protectable as a legal form of property or non-public information of Fidelity or their customers, excluding any information or data which constitutes a Trade Secret. (f) Trade Secrets and Confidential Information shall not include any information (A) which becomes publicly known through no fault or act of Xxxxxxx; (B) is lawfully received by Xxxxxxx from a third party after Termination of Employment without a similar restriction regarding confidentiality and use and without a breach of this Agreement; or (C) which is independently developed by Xxxxxxx and entirely unrelated to the business of providing banking or banking related services. (g) Xxxxxxx agrees that any and all information and data originated by Xxxxxxx while employed by Fidelity and, where applicable, by other employees or associates under Xxxxxxx’x Xxxxxxx'x direction or supervision in connection with or as a result of any work or service performed under the terms of Xxxxxxx’x Xxxxxxx'x employment, shall be promptly disclosed to Fidelity, shall become Fidelity's property, and shall be kept confidential by Xxxxxxx. Any and all such information and data, reduced to written, graphic, or other tangible form and any and all copies and reproduction thereof shall be furnished to Fidelity upon request and in any case shall be returned to Fidelity upon Xxxxxxx’x Xxxxxxx'x Termination of Employment. (h) Xxxxxxx agrees that Xxxxxxx will promptly disclose to Fidelity all inventions or discoveries made, conceived, or for the first time reduced to practice in connection with or as a result of the work and/or services Xxxxxxx performs for Fidelity. (i) Xxxxxxx agrees that he will assign the entire right, title, and interest in any such invention or inventions and any patents that may be granted thereon in any country in the world concerning such inventions to Fidelity. Xxxxxxx further agrees that Xxxxxxx will, without expense to Fidelity, execute all documents and do all acts which may be necessary, desirable, or convenient to enable Fidelity, at its expense, to file and prosecute applications for patents on such inventions, and to maintain patents granted thereon.

Confidentiality, Proprietary Information and Inventions. (a) During the term of Xxxxxxx’x Xxxxxx'x employment with FidelityFidelity or Bank, and at all times thereafter, Xxxxxxx Xxxxxx shall not use or disclose to others, without the prior written consent of FidelityFidelity and Bank, any Trade Secrets (as hereinafter defined) of FidelityFidelity or Bank, or any subsidiary thereof or any of their customers, except for use or disclosure thereof in the course of the business of Fidelity or Bank (or that of any subsidiary), and such disclosure shall be limited to those who have a need to know. (b) During the term of Xxxxxxx’x Xxxxxx'x employment with FidelityFidelity or Bank, and for eighteen (18) months after Xxxxxxx’x Termination termination of Employment his employment with Fidelity or Bank for any reason, Xxxxxxx Xxxxxx shall not use or disclose to others, without the prior written consent of FidelityFidelity and Bank, any Confidential Information (as hereinafter defined) of FidelityFidelity or Bank, or any subsidiary thereof or any of their customers, except for use or disclosure thereof in the course of the business of Fidelity or Bank (or that of any subsidiary), and such disclosure shall be limited to those who have a need to know. (c) Upon Xxxxxxx’x Termination termination of Employment employment with Fidelity or Bank for any reason, Xxxxxxx Xxxxxx shall not take with him any documents or data of Fidelity or Bank or any subsidiary or of any customer thereof or any reproduction thereof and agrees to return any such documents and data in his possession at that time. (d) Xxxxxxx Xxxxxx agrees to take reasonable precautions to safeguard and maintain the confidentiality and secrecy and limit the use of all Trade Secrets and Confidential Information of Fidelity Fidelity, Bank and all subsidiaries and customers thereof. (e) Trade Secrets shall include only such information constituting a “"Trade Secret” " within the meaning of subsection 10-1-761(4) of the Georgia Trade Secrets Act of 1990, including as hereafter amended. Confidential Information shall include all information and data which is protectable as a legal form of property or non-public information of Fidelity or Bank or their customers, excluding any information or data which constitutes a Trade Secret. (f) Trade Secrets and Confidential Information shall not include any information (A) which becomes publicly known through no fault or act of XxxxxxxXxxxxx; (B) is lawfully received by Xxxxxxx Xxxxxx from a third party after Termination termination of Employment employment without a similar restriction regarding confidentiality and use and without a breach of this Agreement; or (C) which is independently developed by Xxxxxxx Xxxxxx and entirely unrelated to the business of providing banking or banking related services. (g) Xxxxxxx Xxxxxx agrees that any and all information and data originated by Xxxxxxx Xxxxxx while employed by Fidelity or Bank and, where applicable, by other employees or associates under Xxxxxxx’x Xxxxxx'x direction or supervision in connection with or as a result of any work or service performed under the terms of Xxxxxxx’x Xxxxxx'x employment, shall be promptly disclosed to FidelityFidelity and Bank, shall become FidelityFidelity and/or Bank's property, and shall be kept confidential by XxxxxxxXxxxxx. Any and all such information and data, reduced to written, graphic, or other tangible form and any and all copies and reproduction thereof shall be furnished to Fidelity and Bank upon request and in any case shall be returned to Fidelity and Bank upon Xxxxxxx’x Termination termination of EmploymentXxxxxx'x employment with Fidelity or Bank. (h) Xxxxxxx Xxxxxx agrees that Xxxxxxx Xxxxxx will promptly disclose to Fidelity and Bank all inventions or discoveries made, conceived, or for the first time reduced to practice in connection with or as a result of the work and/or services Xxxxxxx Xxxxxx performs for FidelityFidelity or Bank. (i) Xxxxxxx Xxxxxx agrees that he will assign the entire right, title, and interest in any such invention or inventions and any patents that may be granted thereon in any country in the world concerning such inventions to FidelityFidelity and Bank. Xxxxxxx Xxxxxx further agrees that Xxxxxxx Xxxxxx will, without expense to FidelityFidelity or Bank, execute all documents and do all acts which may be necessary, desirable, or convenient to enable FidelityFidelity and Bank, at its expense, to file and prosecute applications for patents on such inventions, and to maintain patents granted thereon.