Confidentiality; Return of Company Property. (a) The Executive acknowledges that, by reason of Executive’s employment by the Company, Executive will have access to confidential information of the Company, including, without limitation, information and knowledge pertaining to products, inventions, discoveries, improvements, innovations, designs, ideas, trade secrets, proprietary information, business strategies, packaging, advertising, marketing, distribution and sales methods, sales and profit figures, employees, customers and clients, and relationships between the Company and its business partners, including dealers, traders, distributors, sales representatives, wholesalers, customers, clients, suppliers and others who have business dealings with them (“Confidential Information”). The Executive acknowledges that such Confidential Information is a valuable and unique asset of the Company and covenants that, both during and after the Term, Executive will not disclose any Confidential Information to any person or entity, except as Executive’s duties as an employee of the Company may require, without the prior written authorization of the Board. The obligation of confidentiality imposed by this Section 10 shall not apply to Confidential Information that otherwise becomes generally known to the public through no act of the Executive in breach of this Agreement or any other party in violation of an existing confidentiality agreement with the Company, or which is required to be disclosed by court order or applicable law.
(b) All records, designs, patents, business plans, financial statements, manuals, memoranda, lists, research and development plans and products, and other property delivered to or compiled by the Executive by or on behalf of the Company or its vendors or customers that pertain to the business of the Company shall be and remain the property of the Company, and be subject at all times to its discretion and control. Likewise, all correspondence, reports, records, charts, advertising materials and other similar data pertaining to the business, activities or future plans of the Company (and all copies thereof) that are collected by the Executive shall be delivered promptly to the Company without request by it upon termination of the Executive’s employment.
Confidentiality; Return of Company Property. The Grantee agrees and understands that in the Grantee's position with the Company and/or its Affiliates and performance of his or her responsibilities, duties and services for the Company and/or its Affiliates, as the case may be, the Grantee has been exposed to, and information relating to, the confidential affairs of the Company and/or its Affiliates, including but not limited to technical information, intellectual property, business and marketing plans, strategies, customer information, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company and/or its Affiliates, and other forms of confidential information, trade secrets and/or confidential information in the nature of trade secrets of the Company and/or its Affiliates ("Confidential Information"). The Grantee acknowledges and represents that as of the time of execution of this Non-Competition and Confidentiality Agreement the Grantee has not disclosed, and agrees that at any time thereafter the Grantee will not disclose, Confidential Information, either directly or indirectly, to any third person or entity without the prior written consent of the Company and/or its Affiliates, as appropriate. This confidentiality covenant has no temporal, geographical or territorial restriction. Except as otherwise expressly agreed to by the Company or its Affiliates, as appropriate, on or promptly following the date hereof, the Grantee will supply to the Company and/or its Affiliates, as appropriate, all property, keys, mobile phones, computer equipment, software data files, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data or any other tangible product or document which has been produced by, received by or otherwise submitted to the Grantee: (i) during his or her employment with the Company and/or its Affiliates; and (ii) in the case of a Grantee who was employed by Avaya, Inc. ("Avaya"), during his or her employment with Avaya (but only with respect to employment that related to the Connectivity Solutions business that was acquired by the Company and its Affiliates pursuant to the Asset Purchase Agreement by and among Avaya, the Company and CommScope Solutions Holdings, LLC (formerly SS Holdings, LLC) dated October 23, 2003). Any such data or property (including copies thereof) stored on computer, software data files or other equi...
Confidentiality; Return of Company Property. 7.1 Employee represents and warrants that as of the Separation Date, he or she will have returned all property belonging to Employer. Such property includes, but is not limited to, keys, passwords, access cards, credit or phone cards, any computer hardware or software, any products relating to Employer or its competition, any design work, product engineering, test results, customer information, pricing and cost information, financial data or information, any vendor samples or information, management materials, including all correspondence, manuals, letters, notes, notebooks, data report programs, plan proposals, and other confidential, proprietary and/or trade secret information, regardless of whether the information is in written, printed, electronic, or other form and regardless of whether it was written or compiled by Employee or other persons, as well as any and all other property that comprises property owned by Employer. Employee agrees that he or she will not retain any originals or copies of any Employer property, whether prepared or created by Employee or otherwise coming into Employee’s possession or control in the course of his or her employment with Employer. Employee agrees to keep the terms of the Agreement confidential between him or her and Employer, except that he or she may tell his or her immediate family and attorney or accountant, if any, as needed, but in no event should he or she discuss the Agreement or its terms with any current or prospective employee of Employer. Notwithstanding the foregoing, Executive understands that pursuant to the Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, nothing in this Agreement shall be interpreted or applied to prohibit Executive from making any good faith report to any governmental agency or other governmental entity concerning any acts or omissions that Executive may believe to constitute a possible violation of federal or state law or making other disclosures that are protected under the whistleblower provisions of a...
Confidentiality; Return of Company Property. Employee agrees that during the course of his employment with the Company and until the date ending two (2) years following the termination of his employment, Employee will keep confidential information confidential and, except as necessary during the course of his employment, will not disclose any confidential information to any person or entity or, directly or indirectly, use for his own account, any confidential information. Upon the termination of employment, Employee promptly will supply to the Company all property (including all files, customer lists, etc.) that has been produced or received by Employee during his employment with the Company, whether or not related to the confidential information. The obligations of this Section 11.a) will be in addition to any other agreements that Employee has entered into with the Company regarding the receipt of confidential information.
Confidentiality; Return of Company Property. 7.1 Employee represents and warrants that as of the Separation Date, he or she will have returned all property belonging to Employer. Such property includes, but is not limited to, keys, passwords, access cards, credit or phone cards, any computer hardware or software, any products relating to Employer or its competition, any design work, product engineering, test results, customer information, pricing and cost information, financial data or information, any vendor samples or information, management materials, including all correspondence, manuals, letters, notes, notebooks, data report programs, plan proposals, and other confidential, proprietary and/or trade secret information, regardless of whether the information is in written, printed, electronic, or other form and regardless of whether it was written or compiled by Employee or other persons, as well as any and all other property that comprises property owned by Employer. Employee agrees that he or she will not retain any originals or copies of any Employer property, whether prepared or created by Employee or otherwise coming into Employee’s possession or control in the course of his or her employment with Employer. Employee agrees to keep the terms of the Agreement confidential between him or her and Employer, except that he or she may tell his or her immediate family and attorney or accountant, if any, as needed, but in no event should he or she discuss the Agreement or its terms with any current or prospective employee of Employer.
Confidentiality; Return of Company Property. During Employee’s relationship with the Company (including his relationship with the Company prior to the date of this Agreement), Employee has been and/or will be exposed to and has received or will receive confidential and proprietary information of the Company or its Affiliates, including but not limited to lists of Customers or proposed Customers, technical information, computer software, know-how, processes, business and marketing plans, strategies, training and operational procedures, information concerning the Company’s products, promotions, development, financing, business policies and practices, formulae, patterns, compilations, databases, programs, devices, methods, techniques, or processes, and other forms of information in the nature of trade secrets (collectively, the “Confidential Information”). From the date of execution hereof and for as long as the information or data remains Confidential Information, Employee shall not use, disclose, or permit any person to obtain any Confidential Information of the Company. Employee agrees that he will protect the Confidential Information by using all reasonable care, and further agrees that he will not disclose, transfer, use, copy, or allow third parties access to any such Confidential Information, except as expressly authorized by the Company. To the extent Confidential Information of the Company does not qualify as a trade secret under applicable law, it will nonetheless be protected under this Agreement. Upon the request of the Company, but in any event upon termination of Employee’s employment with the Company, Employee shall surrender to the Company all memoranda, notes, records, drawings, manuals, computer software, and other documents or materials (and all copies thereof) furnished by the Company to the Employee, including all Confidential Information. This section is intended to apply to all materials made or compiled by Employee, as well as to all materials furnished to Employee by the Company or by anyone else. The obligations of this Section 1 will be in addition to any other agreements that Employee has entered into with the Company regarding the receipt of Confidential Information.
Confidentiality; Return of Company Property. During Employee’s employment with the Company (including employment with the Company prior to the date of this Agreement), the Employee has been and/or will be exposed to and has received or will receive confidential and proprietary information of the Company or its Affiliates (as such term is defined in Section 7.a. below), including but not limited to lists of Customers (as such term is defined in Section 7.a. below) or proposed Customers, technical information, computer software, know-how, processes, business and marketing plans, strategies, training and operational procedures, information concerning the Company’s products, promotions, development, financing, business policies and practices, formulae, patterns, compilations, programs, devices, methods, techniques, or processes, and other forms of information in the nature of trade secrets, including technical information related to Data Mining Sales Program (collectively, the “Confidential Information”). The Employee agrees that during the course of his or her employment with the Company and until the date ending ten (10) years following the termination of his or her employment (including expiration upon non-renewal), the Employee will keep Confidential Information confidential and, except as necessary during the course of his or her employment, will not disclose any Confidential Information to any person or entity or, directly or indirectly, use for his or her own account, any Confidential Information. Upon the termination of employment, the Employee promptly will supply to the Company all property (including all files, Customer lists, etc.) that has been produced or received by the Employee during his or her employment with the Company, whether or not related to the Confidential Information. The obligations of this Section 5.a. will be in addition to any other agreements that the Employee has entered into with the Company regarding the receipt of Confidential Information.
Confidentiality; Return of Company Property. 5.1 Except as required by law or as otherwise set forth in this Agreement, Consultant will not at any time during or after the Term directly or indirectly disclose any Confidential Information. "Confidential Information" as used herein includes but is not limited to all confidential competitive, pricing, marketing, proprietary, trade secret (as defined under applicable law) and other information or materials relating or belonging to the Company (whether or not reduced to writing) or provided by a third party on a confidential basis, including without limitation all non-public information furnished or disclosed to or otherwise obtained by Consultant in the course of the Consultant’s provision of the Consulting Services. "Confidential Information" does not include information that lawfully and properly becomes publicly known outside of the Company, other than through a breach by Consultant of this Agreement or some other obligation.
Confidentiality; Return of Company Property. Executive acknowledges that he has had access to confidential, proprietary business information of MDC as a result of employment, and Executive hereby agrees not to retain and/or use such information personally or for the benefit of others. Executive also agrees not to disclose to anyone any confidential information at any time in the future so long as it remains confidential. Executive further agrees to keep the terms and the existence of this Agreement and Release confidential and not to discuss it with anyone other than his attorney, tax advisor or as may be required by law. Executive covenants that he will promptly return all MDC property in his possession to MDC on or prior to the Termination Date, provided that the Executive shall be permitted to retain his 2017 iPhone device once all Company information has been deleted.
Confidentiality; Return of Company Property. Executive represents and warrants that as of the Separation Date, she has returned all property belonging to the Company. Such property includes, but is not limited to, keys, passwords, access cards, credit or phone cards, any computer hardware or software, any products relating to the Company or its competition, any design work, product engineering, test results, customer information, pricing and cost information, financial data or information, any vendor samples or information, management materials, including all correspondence, manuals, letters, notes, notebooks, data report programs, plan proposals, and other confidential, proprietary and/or trade secret information, regardless of whether the information is in written, printed, electronic, or other form and regardless of whether it was written or compiled by Executive or other persons, as well as any and all other property that comprises property owned by the Company. Executive agrees that she will not retain any originals or copies of any Company property, whether prepared or created by Executive or otherwise coming into Executive’s possession or control in the course of her employment with the Company. Executive agrees to keep the terms of this Agreement confidential between herself and the Company, except that she may tell her immediate family and attorney or accountant, if any, as needed, but in no event should she discuss the Agreement or its terms with any current or prospective employee of the Company.
