Covenant to Protect Confidential Information Sample Clauses

Covenant to Protect Confidential Information. The Executive acknowledges that in connection with the Executive's employment by the Company, the Executive will be brought into contact with Confidential Information, and the Executive agrees that: (a) The Executive will not disclose to any Person or entity any Confidential Information, either during or after the term of his employment, except to designated employees of the Company (only as such employees need such information and are designated by the Company as needing such information), and attorneys, accountants or other representatives of the Company as may be necessary or appropriate in the ordinary course of performing the Executive's duties as an executive of the Company, or otherwise with the Company's express prior written consent. (b) The Executive will not disclose or transfer any Confidential Information to any third party without the express prior written consent of the Company. (c) The Executive will deliver to the Company promptly upon termination of employment, or at any other time that the Company may so request, all memoranda, notes, records (including electronic data records), reports and other documents (and all copies thereof) relating to the Confidential Information which he may then possess or have within his control.

Covenant to Protect Confidential Information. In accordance with this Section 7(a), the Executive shall protect all Confidential Information (as defined below) at all times, both during and after the Employment Period, and shall not disclose to any Person or otherwise use any Confidential Information, except in connection with his duties performed in accordance with this Agreement. (i) During the term of the Executive’s employment, the Executive may receive and otherwise be exposed, directly or indirectly, to confidential and proprietary information of the Company whether in graphic, written, electronic or oral form, including without limitation information relating to the Company’s business, strategies, designs, products, services and technologies and any derivatives, improvements and enhancements relating to any of the foregoing, or to the Company’s suppliers, customers or business partners (collectively “Confidential Information”). Confidential Information may be identified at the time of disclosure as confidential or proprietary or information which by its context would reasonably be deemed to be confidential or proprietary. “Confidential Information” includes (a) those portions of computer software programs, codes and related information used by any of the Company and its Affiliates which have been customized for use in the business of any of the Company and its Affiliates; (b) data, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current, and planned research and development, current and planned building and sales methods and processes, customer lists, contractor and subcontractor lists, current and anticipated home buyer requirements, price lists, market studies, business plans, computer software and programs and any other information, however documented, of an Affiliate that is a trade secret under applicable law; (c) any and all information concerning the business and affairs of an Affiliate (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel and contractors, and personnel training and techniques and materials), however documented; and (d) any and all notes, analysis, compilations, studies, summaries, and other material prepared by or for an Affiliate containing or based, in whole or in part, on any information included in the foregoing. “Confidential Information” may also includ...

Covenant to Protect Confidential Information. Executive agrees, during and after his employment, to keep confidential and refrain from using or disclosing, directly or indirectly, any of the Confidential Information for any purpose other than carrying out his duties as an employee of the Company. Without limiting the generality of the foregoing, Executive shall not: (a) use the Confidential Information for Executive’s own benefit or the benefit of any Person; (b) use the Confidential Information in any way detrimental to the Company Group; or (c) copy, disclose, divulge, publish, transcribe or transfer the Confidential Information in any manner whatsoever in whole or in part except as required to perform his duties as an employee of the Company. The foregoing covenants and restrictions shall apply irrespective of whether Executive’s employment hereunder is terminated with or without Cause or as a result of his resignation, and regardless of the manner of termination.

Covenant to Protect Confidential Information. Executive acknowledges that in connection with Executive's employment by the Company, Executive will be brought into contact with Confidential Information (as defined below), and Executive and the Company agree that in consideration of the covenants of the Company pursuant to this Agreement that upon a Change of Control, termination by the Executive for Good Reason, or termination with Cause: (a) Executive will not disclose to any person or entity any Confidential Information after the Termination Date, except to employees of the Company who, in the reasonable judgment of Executive need such information for the performance of their duties, and attorneys, accountants or other representatives of the Company as may be necessary or appropriate in the ordinary course of performing Executive's duties as an executive of the Company, or otherwise with the Company's express prior written consent. (b) Executive will not disclose or transfer any Confidential Information to any third party without the express prior written consent of the Company (which consent shall not be unreasonably hindered or delayed), except that Executive may make such disclosures to third parties: (i) in the ordinary course of conducting the business of the Company, (ii) subject to a confidentiality agreement in form and substance reasonably acceptable to the Company and (iii) in compliance with orders, rules or regulations of judicial, regulatory or self-regulatory organizations having jurisdiction over either the Company or Executive. (c) Executive will deliver to the Company promptly on the Termination Date, or at any other time that the Company may so request, all memoranda, notes, records (including electronic data records), reports and other documents (and all copies thereof) relating to the Confidential Information which he may then possess or have within his control. (d) For purposes of this Agreement, "Confidential Information" means any information which is proprietary or unique to the business of the Company, including but not limited to trade secret information, matters of a technical nature such as processes, devices, techniques, data and formulas, research subjects and results, marketing methods, plans and strategies, operations, products, revenues, expenses, profits, sales, key personnel, customers, suppliers, pricing policies, any information concerning the marketing and other business affairs and methods of the Company which is not readily available in the Company's industry, ...

Covenant to Protect Confidential Information. Without limiting any other obligation Employee may have with respect to use or nondisclosure of any information, Employee shall protect all Company Confidential Information (as defined below) at all times, and shall not disclose to any Person, or otherwise use, except in connection with his duties performed in accordance with this Agreement any Company Confidential Information. For purposes of the Agreement, "Company Confidential Information" means technical, business and other information of Company, whether or not in writing, which derives value from not being generally known to the public or to other Persons who can obtain value from its disclosure or use, including, without limitation, technical or nontechnical data, compositions, devices, methods, techniques, drawings, inventions, processes, financial data, financial plans, product plans, lists or information concerning actual or potential customers or suppliers, information regarding business plans and operations, methods and plans of operation, marketing strategies, sales and distribution plans or strategies, cost information, pricing strategies, and acquisition and investment plans. Company Confidential Information includes information disclosed by third parties that Company treats or is obligated to maintain as confidential. The foregoing provision shall not apply to any confidential information which is generally available to the public immediately prior to the time of disclosure. The restrictions of this Section 4.1 shall expire one year after the Termination Date. As used in this Agreement the "Termination Date" means the last day Employee is employed by Company, whether separation is voluntary or involuntary and with or without cause.

Covenant to Protect Confidential Information. Transferor acknowledges that in connection with Transferor’s ownership of the Assets, Transferor has Confidential Information, and Transferor agrees that he will maintain in strict confidence and will not disclose to any person or entity other than to Transferee or any person designated by Transferee, any Confidential Information, except with the prior consent of Transferee. The term “Confidential Information” means any information which is proprietary or unique to the Assets, including trade secret information, know-how, matters of a technical nature such as processes, devices, techniques, programs, trails, data and formulae, research and development subjects and results, plans and strategies, operations, products, revenues, expenses, profits, sales, and any information concerning the Assets learned by Transferor heretofore or hereafter.

Covenant to Protect Confidential Information. Executive will ------------------------------------------------ protect all Company Confidential Information (as defined below) at all times, both during and after the Term, and will not disclose to any Person, or otherwise use, except in connection with Executive's duties performed in accordance with this Agreement, any Company Confidential Information. For purposes of this Agreement, "COMPANY CONFIDENTIAL INFORMATION" means technical, -------------------------------- business and other information of Company, whether or not in writing, which derives value, economic or otherwise, from hot being generally known to the public or to other Persons who can obtain value from its disclosure or use, including, without limitation, technical or non technical data, compositions, devices, methods, techniques, drawings, inventions, processes, financial data, financial plans, product plans, lists or information concerning actual or potential customers or suppliers, information regarding business plans and operations, methods and plans of operation, marketing strategies, sales and distribution plans or strategies, cost information, pricing strategies, and acquisition and investment plans. Company Confidential Information includes information disclosed or owned by third parties (including information of any affiliate of Company) that is treated by Company as confidential or is subject to an obligation of Company to treat such information as confidential, whether such obligation is contractual or arises by operation of law. For purposes of this Agreement, confidential business information that does not constitute a trade secret under applicable law will not be treated as Company Confidential Information under this Agreement after the second anniversary of the Termination Date, but will remain subject to any other limitation on use or disclosure under any other agreement, applicable law, or otherwise.

Covenant to Protect Confidential Information. (i) During the Covenanted Term (as defined below), ISP will not directly or indirectly use or disclose any Confidential Information or Trade Secret except in the interest and for the benefit of ATS. For purposes of this Agreement, “Trade Secret” shall have that meaning set forth under applicable law and “Covenanted Term” shall mean the Term of this Agreement and for a period of two (2) years thereafter.

Covenant to Protect Confidential Information. Seller acknowledges that in connection with its ownership of the Assets, Seller has Confidential Information, and Seller agrees that, after Closing, it will maintain in strict confidence and will not disclose to any person other than to Buyer or any person designated by Buyer, any Confidential Information, except with the prior written consent of Buyer. The term “Confidential Information” means any information which is proprietary or unique to the Assets, including to trade secret information, know-how, matters of a technical nature such as processes, techniques, data and formulae, research and development subjects and results, plans and strategies, operations, products, revenues, expenses, profits, sales, and any information concerning the Assets learned by Seller heretofore or hereafter. The foregoing undertaking shall not apply to any information that is relevant to any other technology owned or license by the Seller and not purchased hereunder or any information that becomes public knowledge with no fault of the Seller.

Covenant to Protect Confidential Information. During and after the expiration of the Term, except upon the prior written consent of the Managers, which may be withheld or granted in Managers’ discretion, a Member, Manager and Officer will not directly or indirectly use or disclose any Confidential Information or Trade Secret except in the interest and for the benefit of the Company. During and after the expiration of the Term, a Member, Manager and Officer will not at any time directly or indirectly use or disclose any Trade Secret of the Company or any of its affiliates unless such information ceases to be deemed a Trade Secret by means of one of the exceptions set forth in Section 12.1(d) or by operation of law. For purposes of this Agreement, “Trade Secret” shall have that meaning set forth under applicable law.