Covenant Against Disclosure of Confidential Information. Participant acknowledges and agrees: (a) that “Confidential Business Information” includes, but is not limited to, Company’s client lists and information, employee lists and information, developments, systems, designs, software, databases, know-how, marketing plans, product information, business and financial information and plans, strategies, forecasts, new products and services, financial statements, budgets, projections, prices, and acquisition and disposition plans, regardless of whether any court determines that such information constitutes a trade secret as defined by applicable law; and (b) that (i) Company has spent many years developing its business and clients, and is engaged in a continuous program of developing its business and clients, (ii) Company’s methods of operation are unique within the industry, (iii) Participant’s position creates a relationship of confidence and trust between Participant and Company with respect to Company’s Confidential Business Information, and (iv) Participant’s disclosure of Confidential Business Information could substantially injure Company’s present and planned business. Therefore, Participant agrees that at all times during employment and for a period of two (2) years after Participant’s Last Day of Employment with Company, Participant shall keep in strictest confidence and trust all Confidential Business Information. During this period, Participant shall not use or disclose any Confidential Business Information without the written consent of Company, except as may be necessary in the ordinary course of performing duties as an employee of Company or as may be required by law. Notwithstanding the foregoing, to the extent that any Confidential Business Information satisfies the legal definition of “trade secret,” and for so long as such information remains a trade secret, Participant shall keep in strictest confidence such trade secret and not use or disclose any such trade secret without the written consent of Company, except as may be necessary in the ordinary course of performing duties as an employee of Company or as may be required by law. Participant acknowledges that trade secrets include, but are not limited to, Company’s client lists and all information identifying its clients, and all information pertaining to Company’s business development, marketing plans, product information, business and financial information and plans, and strategies. Notwithstanding any other provision of this Award Agreement, nothing herein prevents Participant from filing a charge or complaint with, or from participating in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state or local agency charged with the enforcement of any laws, including providing documents or other information. Notwithstanding Participant's agreement to keep in confidence and trust any Confidential Business Information and not to use or disclose any Confidential Business Information, Participant, as provided by the Federal Defend Trade Secrets Act, will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of Confidential Business Information made: (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Appears in 22 contracts
Samples: Performance Share Units Award Agreement (H&r Block Inc), Performance Share Units Award Agreement (H&r Block Inc), Market Stock Units Award Agreement (H&r Block Inc)
Covenant Against Disclosure of Confidential Information. Participant acknowledges and agrees: (a) that “Confidential Business Information” includes, but is not limited to, Company’s client lists and information, employee lists and information, developments, systems, designs, software, databases, know-how, marketing plans, product information, business and financial information and plans, strategies, forecasts, new products and services, financial statements, budgets, projections, prices, and acquisition and disposition plans, regardless of whether any court determines that such information constitutes a trade secret as defined by applicable law; and (b) that (i) Company has spent many years developing its business and clients, and is engaged in a continuous program of developing its business and clients, (ii) Company’s methods of operation are unique within the industry, (iii) Participant’s position creates a relationship of confidence and trust between Participant and Company with respect to Company’s Confidential Business Information, and (iv) Participant’s disclosure of Confidential Business Information could substantially injure Company’s present and planned business. Therefore, Participant agrees that at all times during employment and for a period of two (2) years after Participant’s Last Day of Employment with Company, Participant shall keep in strictest confidence and trust all Confidential Business Information. During this period, Participant shall not use or disclose any Confidential Business Information without the written consent of Company, except as may be necessary in the ordinary course of performing duties as an employee of Company or as may be required by law. Notwithstanding the foregoing, to the extent that any Confidential Business Information satisfies the legal definition of “trade secret,” and for so long as such information remains a trade secret, Participant shall keep in strictest confidence such trade secret and not use or disclose any such trade secret without the written consent of Company, except as may be necessary in the ordinary course of performing duties as an employee of Company or as may be required by law. Participant acknowledges that trade secrets include, but are not limited to, Company’s client lists and all information identifying its clients, and all information pertaining to Company’s business development, marketing plans, product information, business and financial information and plans, and strategies. Notwithstanding any other provision of this Award Agreement, nothing herein prevents Participant from filing a charge or complaint with, or from participating in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state or local agency charged with the enforcement of any laws, including providing documents or other information. Notwithstanding Participant's agreement to keep in confidence and trust any Confidential Business Information and not to use or disclose any Confidential Business Information, Participant, as provided by the Federal Defend Trade Secrets Act, will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of Confidential Business Information made: (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Appears in 13 contracts
Samples: Award Agreement (H&r Block Inc), Performance Share Units Award Agreement (H&r Block Inc), Market Stock Units Award Agreement (H&r Block Inc)
Covenant Against Disclosure of Confidential Information. Participant acknowledges and agrees: (a) that “Confidential Business Information” includes, but is not limited to, Company’s 's client lists and information, employee lists and information, developments, systems, designs, software, databases, know-how, marketing plans, product information, business and financial information and plans, strategies, forecasts, new products and services, financial statements, budgets, projections, prices, and acquisition and disposition plans, regardless of whether any court determines that such information constitutes a trade secret as defined by applicable law; and (b) that (i) Company has spent many years developing its business and clients, and is engaged in a continuous program of developing its business and clients, (ii) Company’s 's methods of operation are unique within the industry, (iii) Participant’s 's position creates a relationship of confidence and trust between Participant and Company with respect to Company’s 's Confidential Business Information, and (iv) Participant’s 's disclosure of Confidential Business Information could substantially injure Company’s 's present and planned business. Therefore, Participant agrees that at all times during employment and for a period of two (2) years after Participant’s 's Last Day of Employment with Company, Participant shall keep in strictest confidence and trust all Confidential Business Information. During this period, Participant shall not use or disclose any Confidential Business Information without the written consent of Company, except as may be necessary in the ordinary course of performing duties as an employee of Company or as may be required by law. Notwithstanding the foregoing, to the extent that any Confidential Business Information satisfies the legal definition of “trade secret,” and for so long as such information remains a trade secret, Participant shall keep in strictest confidence such trade secret and not use or disclose any such trade secret without the written consent of Company, except as may be necessary in the ordinary course of performing duties as an employee of Company or as may be required by law. Participant acknowledges that trade secrets include, but are not limited to, Company’s 's client lists and all information identifying its clients, and all information pertaining to Company’s 's business development, marketing plans, product information, business and financial information and plans, and strategies. Notwithstanding any other provision of this Award Agreement, nothing herein prevents Participant from filing a charge or complaint with, or from participating in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state or local agency charged with the enforcement of any laws, including providing documents or other information. Notwithstanding Participant's agreement to keep in confidence and trust any Confidential Business Information and not to use or disclose any Confidential Business Information, Participant, as provided by the Federal Defend Trade Secrets Act, will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of Confidential Business Information made: (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Appears in 4 contracts
Samples: Performance Share Units Award Agreement (H&r Block Inc), Market Stock Units Award Agreement (H&r Block Inc), Non Qualified Stock Option Award Agreement (H&r Block Inc)
Covenant Against Disclosure of Confidential Information. Participant acknowledges and agrees: (a) that “Confidential Business Information” includes, but is not limited to, Company’s client lists and information, employee lists and information, developments, systems, designs, software, databases, know-how, marketing plans, product information, business and financial information and plans, strategies, forecasts, new products and services, financial statements, budgets, projections, prices, and acquisition and disposition plans, regardless of whether any court determines that such information constitutes a trade secret as defined by applicable law; and (b) that (i) Company has spent many years developing its business and clients, and is engaged in a continuous program of developing its business and clients, (ii) Company’s methods of operation are unique within the industry, (iii) Participant’s position creates a relationship of confidence and trust between Participant and Company with respect to Company’s Confidential Business Information, and (iv) Participant’s disclosure of Confidential Business Information could substantially injure Company’s present and planned business. Therefore, Participant agrees that at all times during employment and for a period of two (2) years after Participant’s Last Day of Employment with Companytimes, Participant shall keep in strictest confidence and trust all Confidential Business Information. During this period, Participant shall not use or disclose any Confidential Business Information without the written consent of Company, except as may be necessary in the ordinary course of performing duties as an employee of Company or as may be required by law. Notwithstanding If, and only if, the foregoingcontrolling state law applicable to Participant requires a time limit to be placed on restrictions concerning the post-employment use of Confidential Information for the restriction to be enforceable, to then this restriction on my use of Confidential Information that is not a trade secret will expire two (2) years after the Last Day of Employment. To the extent that any Confidential Business Information satisfies the legal definition of “trade secret,” and for so long as such information remains a trade secret, Participant shall keep in strictest confidence such trade secret and not use or disclose any such trade secret without the written consent of Company, except as may be necessary in the ordinary course of performing duties as an employee of Company or as may be required by law. Participant acknowledges that trade secrets include, but are not limited to, Company’s client lists and all information identifying its clients, and all information pertaining to Company’s business development, marketing plans, product information, business and financial information and plans, and strategies. Notwithstanding any other provision of this Award Agreement, nothing herein prevents Participant from filing a charge or complaint with, or from participating in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state or local agency charged with the enforcement of any laws, including providing documents or other information. Notwithstanding Participant's agreement to keep in confidence and trust any Confidential Business Information and not to use or disclose any Confidential Business Information, Participant, as provided by the Federal Defend Trade Secrets Act, will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of Confidential Business Information made: (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Appears in 4 contracts
Samples: Restricted Share Units Award Agreement (H&r Block Inc), Restricted Share Units Award Agreement (H&r Block Inc), Performance Share Units Award Agreement (H&r Block Inc)
Covenant Against Disclosure of Confidential Information. Participant acknowledges Each party (“Discloser”) may be required to exchange certain Confidential Information (as herein defined) and agreesTrade Secrets (as herein defined) to the other party (“Recipient”). “Trade Secrets” means information (including but not limited to, confidential business information, processes, financial data, financial plans, product plans, lists of actual or potential customers or suppliers) that: (a) that “Confidential Business Information” includesderives economic value, but is actual or potential, from not limited being generally known to, Company’s client lists and informationnot being readily ascertainable by proper means by, employee lists and informationother persons who can obtain economic value from its disclosure or use, developments, systems, designs, software, databases, know-how, marketing plans, product information, business and financial information and plans, strategies, forecasts, new products and services, financial statements, budgets, projections, prices, and acquisition and disposition plans, regardless of whether any court determines that such information constitutes a trade secret as defined by applicable law; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. “Confidential Information” of a party shall mean written information that is given by the Discloser to the Recipient in a manner from or under circumstances in which the Recipient would reasonably understand such material to be confidential, whether or not such material is marked as “proprietary” or “confidential”, as well as all other information (iwhether written or oral) Company has spent many years developing belonging to or pertaining to the Discloser that does not constitute a Trade Secret of the Discloser and that is not generally known by or available to the Discloser’s competitors but is generally known only to the Discloser and those of its business employees, independent contractors, clients or agents to whom such information must be confided for internal purposes or is otherwise treated as proprietary and clientsconfidential by Discloser. Customer agrees that RN’s Products and the results and proceeds of RN’s Services shall be deemed Trade Secrets and all other RN Works and the results and proceeds of RN’s Services generally shall be deemed Confidential Information as are the terms and conditions of the Agreement. Confidential Information may be written, oral, recorded, or on tape, disks or other electronic media. Recipient shall protect and keep confidential all Confidential Information and Trade Secrets disclosed by Discloser using at least the same degree of care as it employs to protect its own confidential information and trade secrets of a similar nature, but not less than a reasonable standard of care, and is engaged in a continuous program of developing its business and clients, (ii) Company’s methods of operation are unique within the industry, (iii) Participant’s position creates a relationship of confidence and trust between Participant and Company with respect to Company’s Confidential Business Information, and (iv) Participant’s disclosure of Confidential Business Information could substantially injure Company’s present and planned business. Therefore, Participant agrees that at all times during employment and for a period of two (2) years after Participant’s Last Day of Employment with Company, Participant shall keep in strictest confidence and trust all Confidential Business Information. During this period, Participant shall not only use or disclose any such Confidential Business Information without or Trade Secrets for the written consent purposes of Companyperforming its obligations set forth in this Agreement and/or a Customer Order, except as may be necessary authorized by Discloser in writing. If an officer, director, employee, agent or representative of Recipient has a need to know Confidential Information or Trade Secrets of Discloser (“Representative”) and Recipient discloses such Confidential Information or Trade Secrets to such Representative, Representative shall be advised that such Confidential Information or Trade Secrets are subject to confidentiality obligations and the ordinary course Representative shall be subject to confidentiality obligations with terms that are substantially similar to the terms of performing duties as an employee this Clause. Recipient is responsible for breach of Company the Agreement by any Representative. Recipient shall not copy or otherwise reproduce, in whole or in part, any Confidential Information or Trade Secrets of Discloser without the prior written authorization of Discloser, except as may be required by lawreasonably necessary to fulfill its obligations under this Agreement. Notwithstanding the foregoing, Title to the extent that Confidential Information and Trade Secrets of Discloser, and all copies thereof, shall be and remain with Discloser. No right or license is granted by Discloser to Recipient with respect to its Confidential Information or Trade Secrets, except as expressly set forth in this Agreement. Obligations of confidentiality and limitation on use set forth herein shall survive termination or expiration of the Agreement and any Confidential Business Information satisfies relevant Customer Order for three (3) years following termination or completion of the legal definition of “trade secret,” and last outstanding Customer Order under the Agreement, except with respect to Trade Secrets which shall be maintained in confidence for so long as such information remains a trade secret, Participant shall keep in strictest confidence such trade secret are Trade Secrets. Upon termination or expiration of the Agreement and not use or disclose any such trade secret without the written consent of Company, except as may be necessary in the ordinary course of performing duties as an employee of Company or as may be required by law. Participant acknowledges that trade secrets include, but are not limited to, Company’s client lists and all information identifying its clients, and all information pertaining to Company’s business development, marketing plans, product information, business and financial information and plans, and strategies. Notwithstanding any other provision of this Award Agreement, nothing herein prevents Participant from filing a charge or complaint withCustomer Order, or from participating in an investigation or proceeding conducted byearlier if requested by Discloser, the Equal Employment Opportunity Commission, National Labor Relations Board, the Securities Recipient shall return all written materials containing any Confidential Information. Recipient shall confirm and Exchange Commission, or any other federal, state or local agency charged with the enforcement destroy copies of any laws, including providing documents materials or other informationdocuments prepared by Recipient containing or reflecting Confidential Information or Trade Secrets. Notwithstanding Participant's agreement Confidentiality obligations do not apply to keep in confidence and trust any information which: (i) was previously known to Recipient; (ii) is or becomes publicly available, through no fault of Recipient; (iii) is disclosed to Recipient by a third party having no confidentiality obligation to Discloser; (iv) is independently developed by Recipient, provided that Recipient can demonstrate such development did not involve use of or reference to Confidential Business Information and not to use or disclose any Confidential Business Information, Participant, as provided by the Federal Defend Trade Secrets Act, will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of Confidential Business Information made: (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of lawDiscloser; or (yv) is required to be disclosed as a matter of law, regulation or order, provided Recipient shall notify Discloser in a complaint advance of such disclosure and cooperate in seeking confidential treatment thereof, and Recipient shall redact Confidential Information and Trade Secrets of Discloser that Recipient is not required to disclose. Recipient acknowledges Confidential Information and Trade Secrets of Discloser are unique property of extreme value to Discloser and Discloser will suffer substantial damages not readily ascertainable or fully compensable in terms of money in event of breach by Recipient or any Representatives of its obligations under this Clause. Recipient agrees that Discloser is entitled (without limitation of other document filed rights or remedies) to obtain an injunction without posting any bond from any court of competent jurisdiction preventing or prohibiting the continuance or recurrence of any breach of the confidentiality provisions contained in a lawsuit or other proceeding, if such filing is made under sealthis Clause.
Appears in 2 contracts
Samples: Master Products and Services Agreement, Master Products and Services Agreement
Covenant Against Disclosure of Confidential Information. Participant acknowledges and agrees: (a) that “Confidential Business Information” includes, but is not limited to, Company’s client lists and information, employee lists and information, developments, systems, designs, software, databases, know-how, marketing plans, product information, business and financial information and plans, strategies, forecasts, new products and services, financial statements, budgets, projections, prices, and acquisition and disposition plans, regardless of whether any court determines that such information constitutes a trade secret as defined by applicable law; and (b) that (i) Company has spent many years developing its business and clients, and is engaged in a continuous program of developing its business and clients, (ii) Company’s methods of operation are unique within the industry, (iii) Participant’s position creates a relationship of confidence and trust between Participant and Company with respect to Company’s Confidential Business Information, and (iv) Participant’s disclosure of Confidential Business Information could substantially injure Company’s present and planned business. Therefore, Participant agrees that at all times during employment and for a period of two (2) years after Participant’s Last Day of Employment with Companytimes, Participant shall keep in strictest confidence and trust all Confidential Business Information. During this period, Participant shall not use or disclose any Confidential Business Information without the written consent of Company, except as may be necessary in the ordinary course of performing duties as an employee of Company or as may be required by law. Notwithstanding If, and only if, the foregoingcontrolling state law applicable to Participant requires a time limit to be placed on restrictions concerning the post-employment use of Confidential Information for the restriction to be enforceable, to then this restriction on my use of Confidential Information that is not a trade secret will expire three (3) years after the Last Day of Employment. To the extent that any Confidential Business Information satisfies the legal definition of “trade secret,” and for so long as such information remains a trade secret, Participant shall keep in strictest confidence such trade secret and not use or disclose any such trade secret without the written consent of Company, except as may be necessary in the ordinary course of performing duties as an employee of Company or as may be required by law. Participant acknowledges that trade secrets include, but are not limited to, Company’s client lists and all information identifying its clients, and all information pertaining to Company’s business development, marketing plans, product information, business and financial information and plans, and strategies. Notwithstanding any other provision of this Award Agreement, nothing herein prevents Participant from filing a charge or complaint with, or from participating in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state or local agency charged with the enforcement of any laws, including providing documents or other information. Notwithstanding Participant's agreement to keep in confidence and trust any Confidential Business Information and not to use or disclose any Confidential Business Information, Participant, as provided by the Federal Defend Trade Secrets ActAct (“DTSA”), will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of Confidential Business Information made: (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement shall be construed to prohibit Participant from disclosing information about illegal or unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Participant has reason to believe is unlawful provided that any disclosure of trade secret information must comply with the limitations provided for in the DTSA. Nothing in the foregoing shall be construed to prohibit the use of this Agreement to protect trade secrets, proprietary information, or confidential information that does not involve illegal or unlawful acts in the workplace.
Appears in 1 contract
Samples: Performance Share Units Award Agreement (H&r Block Inc)
Covenant Against Disclosure of Confidential Information. Participant acknowledges and agrees: (a) that “Confidential Business Information” includes, but is not limited to, Company’s client lists and information, employee lists and information, developments, systems, designs, software, databases, know-how, marketing plans, product information, business and financial information and plans, strategies, forecasts, new products and services, financial statements, budgets, projections, prices, and acquisition and disposition plans, regardless of whether any court determines that such information constitutes a trade secret as defined by applicable law; and (b) that (i) Company has spent many years developing its business and clients, and is engaged in a continuous program of developing its business and clients, (ii) Company’s methods of operation are unique within the industry, (iii) Participant’s position creates a relationship of confidence and trust between Participant and Company with respect to Company’s Confidential Business Information, and (iv) Participant’s disclosure of Confidential Business Information could substantially injure Company’s present and planned business. Therefore, Participant agrees that at all times during employment and for a period of two (2) years after Participant’s Last Day of Employment with Companytimes, Participant shall keep in strictest confidence and trust all Confidential Business Information. During this period, Participant shall not use or disclose any Confidential Business Information without the written consent of Company, except as may be necessary in the ordinary course of performing duties as an employee of Company or as may be required by law. Notwithstanding If, and only if, the foregoingcontrolling state law applicable to Participant requires a time limit to be placed on restrictions concerning the post-employment use of Confidential Information for the restriction to be enforceable, to then this restriction on my use of Confidential Information that is not a trade secret will expire three (3) years after the Last Day of Employment. To the extent that any Confidential Business Information satisfies the legal definition of “trade secret,” and for so long as such information remains a trade secret, Participant shall keep in strictest confidence such trade secret and not use or disclose any such trade secret without the written consent of Company, except as may be necessary in the ordinary course of performing duties as an employee of Company or as may be required by law. Participant acknowledges that trade secrets include, but are not limited to, Company’s client lists and all information identifying its clients, and all information pertaining to Company’s business development, marketing plans, product information, business and financial information and plans, and strategies. Notwithstanding any other provision of this Award Agreement, nothing herein prevents Participant from filing a charge or complaint with, or from participating in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state or local agency charged with the enforcement of any laws, including providing documents or other information. Notwithstanding Participant's agreement to keep in confidence and trust any Confidential Business Information and not to use or disclose any Confidential Business Information, Participant, as provided by the Federal Defend Trade Secrets ActAct (DTSA), will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of Confidential Business Information made: (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement shall be construed to prohibit Participant from disclosing information about illegal or unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Participant has reason to believe is unlawful provided that any disclosure of trade secret information must comply with the limitations provided for in the DTSA. Nothing in the foregoing shall be construed to prohibit the use of this Agreement to protect trade secrets, proprietary information, or confidential information that does not involve illegal or unlawful acts in the workplace.
Appears in 1 contract
Samples: Restricted Share Units Award Agreement (H&r Block Inc)
Covenant Against Disclosure of Confidential Information. Participant acknowledges and agrees: (a) that “Confidential Business Information” includes, but is not limited to, Company’s client lists and information, employee lists and information, developments, systems, designs, software, databases, know-how, marketing plans, product information, business and financial information and plans, strategies, forecasts, new products and services, financial statements, budgets, projections, prices, and acquisition and disposition plans, regardless of whether any court determines that such information constitutes a trade secret as defined by applicable law; and (b) that (i) Company has spent many years developing its business and clients, and is engaged in a continuous program of developing its business and clients, (ii) Company’s methods of operation are unique within the industry, (iii) Participant’s position creates a relationship of confidence and trust between Participant and Company with respect to Company’s Confidential Business Information, and (iv) Participant’s disclosure of Confidential Business Information could substantially injure Company’s present and planned business. Therefore, Participant agrees that at all times during employment and for a period of two (2) years after Participant’s Last Day of Employment with Company, Participant shall keep in strictest confidence and trust all Confidential Business Information. During this period, Participant shall not use or disclose any Confidential Business Information without the written consent of Company, except as may be necessary in the ordinary course of performing duties as an employee of Company or as may be required by law. Notwithstanding the foregoing, to the extent that any Confidential Business Information satisfies the legal definition of “trade secret,” and for so long as such information remains a trade secret, Participant shall keep in strictest confidence such trade secret and not use or disclose any such trade secret without the written consent of Company, except as may be necessary in the ordinary course of performing duties as an employee of Company or as may be required by law. Participant acknowledges that trade secrets include, but are not limited to, Company’s client lists and all information identifying its clients, and all information pertaining to Company’s business #6 development, marketing plans, product information, business and financial information and plans, and strategies. Notwithstanding any other provision of this Award Agreement, nothing herein prevents Participant from filing a charge or complaint with, or from participating in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state or local agency charged with the enforcement of any laws, including providing documents or other information. Notwithstanding Participant's agreement to keep in confidence and trust any Confidential Business Information and not to use or disclose any Confidential Business Information, Participant, as provided by the Federal Defend Trade Secrets Act, will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of Confidential Business Information made: (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Appears in 1 contract