COVENANT OF SECRECY Sample Clauses

COVENANT OF SECRECY. The Executive agrees that, except as required by his duties to the Company, he will not:
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COVENANT OF SECRECY. During the term of this Agreement and thereafter, POLYMER shall hold, and cause each of its officers, employees, agents, consultants, advisors, sublicensees, contract manufacturers and packers to hold, in strict confidence, all information concerning SCJ furnished to it by SCJ or its representatives pursuant to this Agreement or otherwise in the possession of POLYMER (“Confidential Information”), unless compelled to disclose such information by judicial or administrative process or, in the opinion of counsel, by other requirements of law (in which case POLYMER shall promptly notify SCJ so that SCJ may seek a protective or other appropriate remedy); and POLYMER shall not release or disclose such Confidential Information to any other person (including but not limited to its AFFILIATES), except its sublicensees, contract manufacturers, packers, auditors, attorneys, financial advisors, bankers and other consultants and advisors who shall be bound by the provisions of this Section 26. For purposes of this Section 26, Confidential Information does not include information that is demonstrably developed independently by POLYMER or lawfully obtained from a third party without breach by any such third party of any confidentiality obligation to SCJ or information which is public except as a result of wrongful disclosure by POLYMER. POLYMER agrees that any breach of this Section 26 by POLYMER, its AFFILIATES, or any of its officers, employees, agents, consultants, advisors, sublicensees, contract manufacturers or packers shall cause irreparable injury to SCJ, that SCJ shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, and, further, that POLYMER shall waive any requirement for the securing or posting of any bond in connection with any such remedy.
Sample 1
COVENANT OF SECRECY. The parties shall hold, and cause each of its officers, employees, agents, consultants, advisors, sublicensees, contract manufacturers and packers to hold, in strict confidence, all information concerning the other parties furnished to it by the other parties or its representatives pursuant to this Agreement or otherwise in the possession of that party (“Confidential Information”), unless compelled to disclose such information by judicial or administrative process or, in the opinion of counsel, by other requirements of law (in which case the receiving party shall promptly notify the disclosing party so that the disclosing party may seek a protective or other appropriate remedy); and the receiving party shall not release or disclose such Confidential Information to any other person, except its sublicensees, contract manufacturers, packers, auditors, attorneys, financial advisors, bankers and other consultants and advisors who shall be bound by the provisions of this Section 14. For purposes of this Section 14, Confidential Information does not include information that is demonstrably developed independently by the receiving party or lawfully obtained from a third party without breach by any such third party of any confidentiality obligation to the disclosing party or information which is public except as a result of wrongful disclosure by the receiving party. The receiving party agrees that any breach of this Section 14 by the receiving party or any of its officers, employees, agents, consultants, advisors, sublicensees, contract manufacturers or packers shall cause irreparable injury to the disclosing party. The disclosing party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, and, further, that the receiving party shall waive any requirement for the securing or posting of any bond in connection with any such remedy.
Sample 1
COVENANT OF SECRECY. During the term of this Agreement and thereafter, CMI shall hold, and cause each of its officers, employees, agents, consultants, advisors, sublicensees, contract manufacturers and packers to hold, in strict confidence, all information concerning SCJ, including but not limited to LICENSED TECHNOLOGY, furnished to it by SCJ or its representatives pursuant to this Agreement or otherwise in the possession of CMI (“Confidential Information”), unless compelled to disclose such information by judicial or Table of Contents
Sample 1

Related to COVENANT OF SECRECY

  • Covenant of Confidentiality All documents, records, files, manuals, forms, materials, supplies, computer programs, trade secrets and other information which comes into EXECUTIVE's possession from time to time during EXECUTIVE's employment by COMPANY and/or any of COMPANY's subsidiaries or affiliates, shall be deemed to be confidential and proprietary to COMPANY and shall remain the sole and exclusive property of COMPANY. EXECUTIVE acknowledges that all such confidential and proprietary information is confidential and proprietary and not readily available to COMPANY's business competitors. On the effective date of the termination of the employment relationship or at such other date as specified by COMPANY, EXECUTIVE agrees that he will return to COMPANY all such confidential and proprietary items (including, but not limited to, Company marketing material, business cards, keys, etc.) in his control or possession, and all copies thereof, and that he will not remove any such items from the offices of COMPANY.

  • Compliance Confidentiality The signatory agencies shall fully comply with the Federal Health Insurance Portability and Accountability Act of 1996 “HIPAA” 42 USC 1320d (45 CFR 164.103) through the juvenile justice system exception to the Federal Family Educational Rights and Privacy Act “FERPA” 20 USC 1232g (34CFR 99.31). Child Welfare shall comply with Division 31 Regulations and Welfare and Institutions code 300 and 827.

  • Covenant of Seller The Seller shall not amend Article Third of its Certificate of Incorporation without the prior written consent of each Rating Agency rating the Certificates.

  • Compliance and Confidentiality The Warrant Agent shall perform its duties under this Agreement in compliance with all applicable laws and keep confidential all information relating to this Agreement and, except as required by applicable law, shall not use such information for any purpose other than the performance of the Warrant Agent’s obligations under this Agreement.

  • Noncompetition and Confidentiality (a) The parties recognize that the employment of Executive with the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged in the non-hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of the Company.

  • Access to Information; Confidentiality (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

  • Non Competition Confidentiality 4.1 During the term of this Agreement, the Executive may make passive investments in companies involved in industries in which the Company operates, provided any such investment does not exceed a 5% equity interest, unless Executive obtains consent to acquire an equity interest exceeding 5% by a vote of a majority of the directors.

  • Proprietary Information; Confidentiality All drawings, models, documents, confidential records, software and other information supplied by Seller are supplied on the express understanding that all copyright and design rights are reserved to Seller and that Buyer will not, without the written consent of Seller, either give away, loan, exhibit, or sell such drawings, models, documents, confidential records, computer software or other information or extracts therefrom or copies thereof or use them in any way except in connection with the Goods in respect of which they are issued. Buyer shall consider all information furnished by Seller, which was not previously publicly disclosed by Seller, to be confidential and shall not copy nor disclose any such information to any other person, nor use any such information for commercial purposes, nor make copies of such information without written permission from Seller. Buyer shall not disclose any information relating to any order without Seller’s written permission. Unless otherwise agreed in writing by the parties, no commercial, financial or technical information disclosed in any manner or at any time by Buyer to Seller shall be deemed secret or confidential and Buyer shall have no rights against Seller with respect thereto.

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