Covenant to Maintain Confidentiality. The U.K. Stockholder agrees that until the later to occur of (i) five (5) years following the Closing Date or (ii) with respect to any portion of the Confidential Information the date upon which such portion no longer meets the definition of "Confidential Information", he will not disclose Confidential Information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except
13.2.2.1 to authorized representatives of Healthworld,
13.2.2.2 during the course of the U.K. Stockholder's employment by Healthworld or any of its Subsidiaries, such information may be disclosed by the U.K. Stockholder as is required in the course of performing his duties and
13.2.2.3 to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 13.2.
Covenant to Maintain Confidentiality. The Franchisee acknowledges that the following items are valuable and confidential property of the National Franchisor:
Covenant to Maintain Confidentiality a. The Executive acknowledges that because of his proposed employment with the Company, he will be exposed to and learn a substantial amount of information which is proprietary and confidential to the Company, whether or not he develops or creates such information. The Executive further acknowledges that because of his employment with South West, he was exposed to and learned a substantial amount of information which is proprietary and confidential to South West, whether or not he developed or created such information. The Executive acknowledges that such proprietary and confidential information may include, but is not limited to, acquisition or merger information; development projects; business or investment opportunities; client lists; or any other information of a similar nature made available to the Executive and not known in the trade in which the Company is engaged, which, if misused or disclosed, could adversely affect the business or standing of the Company. Confidential information shall not include information that is generally known or generally available to the public through no fault of the Executive.
b. The Executive agrees that except as required by law, he will not at any time divulge to any person, agency, institution, company or other entity any information which he knows or has reason to believe is proprietary or confidential to the Company, including but not limited to the types of information described in Section 5(a), or use such information to the competitive disadvantage of the Company. The Executive agrees that his duties and obligations under this Section 5 will continue for 12 months from the termination of his employment or as long as such information remains proprietary or confidential to the Company.
Covenant to Maintain Confidentiality. (a) The Employee shall not divulge or appropriate for his own use any Trade Secrets (as defined below) of DataPath, from and after the Effective Date of this Agreement, for as long as the information remains a Trade Secret, and shall not make any unauthorized disclosure of Confidential Information (as defined below) about DataPath for and during the period of his employment with DataPath and for a period of two years thereafter. "Trade Secrets" shall mean any information of DataPath (including but not limited to technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers provided that such list is not available to the general public) which derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. "Confidential Information" means any valuable, nonpublic, competitively sensitive information (other than Trade Secrets) concerning the Subject Business or DataPath's financial position, results of operations, annual and long range business plans, product or service plans, marketing plans and methods, training, educational and administrative manuals, client lists or employee lists obtained by the Employee from DataPath during the period of his employment provided, however, that Confidential Information shall not include information to the extent that it is or becomes publicly known or generally utilized (other than because of the unauthorized disclosure of such information by the Employee) by others engaged in the same business or activities in which DataPath utilized, developed or otherwise acquired such information.
Covenant to Maintain Confidentiality. During his employment with the Company, Executive has been and, during the Transition Period, Executive will be, exposed to certain Confidential Information of the Company. For purposes of this Agreement “Confidential Information” means information, in any form, related to the Company’s business (a) that is not generally known or available to others in the Company’s industry, (b) in which the Company has an interest, (c) from which the Company derives value by virtue of – in whole or in part – its confidentiality, and (d) with respect to which the Company takes reasonable measures to maintain as confidential. Such Confidential Information includes but is not limited to: information technology and computer systems; trade secrets; financial or investor relations information; sales activity information; accounting information; revenue recognition information; cash-flow information; lists of and other information about current and prospective customers, vendors or suppliers; prices or pricing strategy or information; sales and account records; reports, pricing, sales manuals and training manuals regarding selling, strategic planning and business development information; purchasing, and pricing procedures and financing methods of the Company, together with any specific and proprietary techniques utilized by the Company in designing, developing, testing or marketing its products, product mix and supplier information or in performing services for clients, customers and accounts of the Company; information concerning existing or contemplated software, products, services, technology, designs, processes and research or product developments of the Company; and, any other information of a similar nature made available to Executive and not known to the public, which, if misused or disclosed, could adversely affect the business or interests of the Company. Confidential Information includes any such information that Executive may have prepared or created during his employment with the Company or during the Transition Period, as well as such information that has been or may be created or prepared by others. Confidential Information shall not include any information that has been voluntarily disclosed to the public by the Company, has been independently developed and disclosed to the public by others without violating any legal obligation, or otherwise enters the public domain through lawful means. Subject to the limited exclusions and limitations set forth in this Agreeme...
Covenant to Maintain Confidentiality. The Executive agrees that he will not disclose, without limitation as to time, Confidential Information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except
6.2.2.1 to authorized representatives of the Company,
6.2.2.2 during the Employment Period, such information may be disclosed by the Executive as is required in the course of performing his duties for the Company, and
6.2.2.3 to counsel and other advisers provided that such advisers agree to the confidentiality provisions of this Section 6.
Covenant to Maintain Confidentiality a. During his employment with the Company, Executive has been exposed to certain Confidential Information of the Company. For purposes of this Agreement “Confidential Information” means information, in any form, related to the Company’s business (i) that is not generally known or available to others in the Company’s industry, (ii) in which the Company has an interest, (iii) from which the Company derives value by virtue of – in whole or in part – its confidentiality, and (iv) with respect to which the Company takes reasonable measures to maintain as confidential. Such Confidential Information includes but is not limited to: information technology and computer systems; trade secrets; financial or investor relations information; sales activity information; accounting information; revenue recognition information; cash-flow information; lists of and other information about current and prospective customers, vendors or suppliers; prices or pricing strategy or information; sales and account records; reports, pricing, sales manuals and training manuals regarding selling, strategic planning and business development information; purchasing, and pricing procedures and financing methods of the Company, together with any specific and proprietary techniques utilized by the Company in designing, developing, testing or marketing its products, product mix and supplier information or in performing services for clients, customers and accounts of the Company; information concerning existing or contemplated software, products, services, technology, designs, processes and research or product developments of the Company; and, any other information of a similar nature made available to Executive and not known to the public, which, if misused or disclosed, could adversely affect the business or interests of the Company. Confidential Information includes any such information that Executive may have prepared or created during his employment with the Company, as well as such information that has been or may be created or prepared by others. Confidential Information shall not include any information that has been voluntarily disclosed to the public by the Company, has been independently developed and disclosed to the public by others without violating any legal obligation, or otherwise enters the public domain through lawful means.
Covenant to Maintain Confidentiality. The U.S. Stockholder agrees that until the later to occur of (i) five (5) years following the Closing Date or (ii) with respect to any portion of the Confidential Information the date upon which such portion no longer meets the definition of "Confidential Information", he will not disclose Confidential Information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except
(i) to authorized representatives of Healthworld, Healthworld Agreement and Plan of Organization/US --------------------------------------------------------------------------------
(ii) during the course of the U.S. Stockholder's employment by Healthworld or any of its Subsidiaries, such information may be disclosed by the U.S. Stockholder as is required in the course of performing his duties and
(iii) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 13.2.
Covenant to Maintain Confidentiality. Consultant agrees and shall cause its employees to agree that it shall not disclose Confidential Information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except
6.1.2.1 to authorized representatives of BWI,
6.1.2.2 during the Term, such information may be disclosed by Consultant as is required in the course of providing services to BWI hereunder, and
6.1.2.3 to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 6.
Covenant to Maintain Confidentiality. (a) In express consideration of the benefits provided under this Agreement, Executive understands and acknowledges that as a result of Executive's employment with the Company, and involvement with the business of the Company, he is or shall necessarily become informed of, and have access to, confidential information of the Company including, without limitation, inventions, patents, patent applications, trade secrets, technical information, know-how, plans, specifications, marketing plans and information, pricing information, identity of customers and prospective customers and identity of suppliers, and that such information, even though it may have been or may be developed or otherwise acquired by Executive, is the exclusive property of the Company to be held by Executive in trust and solely for the Company's benefit. Executive shall not at any time, either during or subsequent to his employment hereunder, reveal, report, publish, transfer or otherwise disclose to any person, corporation or other entity, or use, any of the Company's confidential information, without the prior written consent of the Company's Chief Executive Officer, except for use on behalf of the Company in connection with the Company's business, and except for such information which legally and legitimately is or becomes of general public knowledge from authorized sources other than Executive.
(b) Upon the termination of his employment with the Company for any reason, Executive shall promptly deliver to the Company all drawings, manuals, letters, notes, notebooks, reports and copies thereof and all other materials, including, without limitation, those of a secret or confidential nature, relating to the Company's business which are in Executive's possession or control. The Company shall reimburse Executive for any packing, shipping or moving costs reasonably incurred by Executive in connection with the foregoing delivery.
