COVENANTS NOT TO DISCLOSE Sample Clauses

COVENANTS NOT TO DISCLOSE. The Employee covenants and agrees that he will not, at any time during or after the termination of his employment by the Employer, communicate or disclose to any person, or use for his own account, or advise, discuss with, or in any way assist any other person or firm in obtaining or learning about, without the prior written consent of the Employer, information concerning any inventions, processes, programs, systems, flow charts or equipment used in, or any secret or confidential information (including, without limitation, any customer lists or trade secrets) concerning, the business and affairs of the Employer or any of its Affiliates acquired by the Employee during the term of his employment by the Employer. The Employee further covenants and agrees that he shall retain all such knowledge and information concerning the foregoing in trust for the sole benefit of the Employer and its Affiliates and their respective successors and assigns.
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COVENANTS NOT TO DISCLOSE. All Proprietary Information shall be and remain the exclusive property of the Company and is for the exclusive use and benefit of the Company. Mxxxx hereby agrees to regard and preserve Proprietary Information as sensitive and confidential, both during the Term and the Restricted Time (as defined in Section 8(c) below). Mxxxx agrees that it will not, at any time, disclose to any unauthorized persons or entities or use for its own account, or for the benefit of any third party, any Proprietary Information, whether Mxxxx has such information in its memory or embodied in writing or other physical form, without the Company’s prior written consent, unless and to the extent that the Proprietary Information is or becomes generally known to and available for use by the public other than as a result of Mxxxx’x fault or the fault of any other person or entity bound by a duty of confidentiality to the Company. Mxxxx shall, immediately following the effective date of termination of his employment by the Company, and at any other time the Company may request, return to the Company all Proprietary Information then in Mxxxx’x possession or under its control, without retaining any copies or notes thereof.
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COVENANTS NOT TO DISCLOSE. All Proprietary Information shall be and remains the exclusive property of EFH and is for the exclusive use and benefit of EFH. The Independent Contractor hereby agrees to regard and preserve Proprietary Information as sensitive and confidential. The Independent Contractor agrees that it will not, at any time, disclose to any unauthorized persons or entities or use for its own account, or for the benefit of any third party, any Proprietary Information, whether the Independent Contractor has such information in its memory or embodied in writing or other physical form, without EFH’s prior written consent, unless and to the extent that the Proprietary Information is or becomes generally known to and available for use by the public other than as a result of the Independent Contractor’s fault or the fault of any other person or entity bound by a duty of confidentiality to EFH. The Independent Contractor shall, immediately following the effective date of termination of this Agreement, and at any other time EFH may request, return to EFH all Proprietary Information then in the Independent Contractor’s possession or under its control, without retaining any copies or notes thereof. Work Product Ownership.
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COVENANTS NOT TO DISCLOSE. At all times Consultant will keep inviolate and secret and will not directly, indirectly, or otherwise use, disseminate, disclose, publish or make known in any other manner to any person or entity any “Confidential Information,” as that term is hereinafter defined, pertaining to Company without the written consent of Company. For the purposes of this Agreement, the term “Confidential Information” shall mean all trade secrets and financial information of Company. Should any person or entity seek to legally compel disclosure of Confidential Information by Consultant, or by anyone to whom Consultant has transmitted any Confidential Information, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demands or otherwise, Consultant shall provide Company with prompt written notice sufficient to enable either: (a) a reasonable attempt to obtain a protective order or other appropriate remedy; or (b) a waiver of compliance with the provisions of this paragraph. If Company shall give Consultant written notice that Company desires to obtain a protective order or other appropriate remedy, Consultant shall use reasonable efforts to allow Company to make such attempt at Company’s expense. In any event, Consultant shall furnish only that portion of the information which is legally required and will make a reasonable effort to obtain reliable assurance that confidential treatment will be accorded the information. This Section 2 shall remain in effect during the term of this Agreement and shall survive the termination or expiration of the term of this Agreement for a period of twelve (12) months.
Sample 1
COVENANTS NOT TO DISCLOSE. The Company agrees to provide the Employee with confidential and proprietary information and trade secrets in exchange for the Employee's promise not to disclose them (the "Non-disclosure Provision"). In accordance with this Non-disclosure Provision, the Employee covenants and agrees that he will not, at any time during or after the termination of his employment by the Company, communicate, divulge or disclose to any Person (as hereinafter defined) or use for his own account, or advise, discuss with, or in any way assist any other Person in obtaining or learning about, without the prior written consent of the Company, information concerning any of the Company's services, systems, employees, customers, pricing practices, strategies, plans, general or specific "know-how," training programs, methods of doing business, processes, programs, flow charts or equipment used in its business, or any other secret or confidential information (including, without limitation, any customer lists, trade secrets, future business plans or information concerning any work done by the Company for its customers or done in any effort to solicit or obtain customers) concerning the business and affairs of the Company or any of its Affiliates acquired or obtained by the Employee during the term of his employment by the Company. The Employee further covenants and agrees that he shall retain all such knowledge and information concerning the foregoing in trust for the sole benefit of the Company and its Affiliates and their respective successors and assigns. For purposes of this Agreement, the term "Person" shall mean any individual, corporation, partnership, association, trust, estate or other entity of organization. The Employee agrees to return to the Company, within fifteen (15) days from the date of termination of his employment by the Company, all books, catalogues, customer lists, computer diskettes and files, company credit cards, and any other materials and documents relating to Company and its services, systems, employees, customers, pricing practices, strategies, plans, general or specific "know-how," training programs, methods of doing business, processes, programs, flow charts or equipment used in, or any secret or confidential information (including, without limitation, any customer lists, trade secrets, future business plans or information concerning any work done by the Company for its customers or done in any effort to solicit or obtain customers) concerning the busines...
Sample 1
COVENANTS NOT TO DISCLOSE. The Employee covenants and agrees that he will not, at any time during or after the termination of his employment by the Employer, communicate or disclose to any person, or use for his own account, or advise, discuss with, or in any way assist any other person or firm in obtaining or learning about, without the prior written consent of the Employer, or any secret or confidential information (including, without limitation, any customer lists or trade secrets) concerning, the business and affairs of the Employer or any of its Affiliates acquired by the Employee during the term of his employment by the Employer. The Employee further covenants and agrees that he shall retain all such knowledge and information concerning the foregoing in trust for the sole benefit of the Employer and its Affiliates and their respective successors and assigns.
Sample 1
COVENANTS NOT TO DISCLOSE. The Employee covenants and agrees that he will not, at any time during or after the termination of his employment by the Company, communicate or disclose to any person, or use for his own account, or advise, discuss with, or in any way assist any other person or firm in obtaining or learning about, without the prior written consent of the Company, information concerning any inventions, processes, programs, systems, flow charts or equipment used in, or any secret or confidential information (including, without limitation, any customer lists, trade secrets or information concerning any work done by the Company for its customers or done in any effort to solicit or obtain customers) concerning, the business and affairs of the Company or any of its Affiliates acquired by the Employee during the term of his employment by the Company. The Employee further covenants and agrees that he shall retain all such knowledge and information concerning the foregoing in trust for the sole benefit of the Company and its Affiliates and their respective successors and assigns.
Sample 1
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Related to COVENANTS NOT TO DISCLOSE

  • Covenant Not to Disclose a. The Executive covenants and agrees that he will not, during the period of his employment with the Corporation or at any time thereafter, except with the express prior written consent of the Chairman and Chief Executive Officer of Harbour Group Ltd., any successor to Harbour Group Ltd. or their respective designees, directly or indirectly disclose, communicate or divulge to any Person, or use for the benefit of any Person, any Proprietary Information. The restriction contained in the preceding sentence shall not apply to any Proprietary Information that (i) is a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) on the date of this Agreement, (ii) becomes a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) after the date of this Agreement from another source which is under no obligation of confidentiality to the Corporation or its Affiliates or (iii) that is furnished in the Ordinary Course of Business to Persons which sell, provide or propose to sell or provide goods or services to the Corporation or its Subsidiaries or which purchase, obtain or propose to purchase or obtain goods or services from the Corporation or its Subsidiaries. b. All data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes and any and all other memoranda, including without limitation any and all written information which may be or has been furnished to the Executive or which may be produced, prepared or designed by the Executive in connection with his employment with the Corporation shall be, become and remain the exclusive property of the Corporation. Upon the termination of the Executive's employment with the Corporation, all originals, copies and reprints in the Executive's possession, custody, or control shall be promptly surrendered and/or delivered to the Corporation, and the Executive shall thereafter make no further use, either directly or indirectly, of any such data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes or other memoranda or written information.

  • Covenant Not to Disclose Confidential Information The Employee ------------------------------------------------- acknowledges that during the course of his employment with the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, without the prior written consent of the Company, he will not communicate, publish or disclose, to any person anywhere or use any Confidential Information (as hereinafter defined) for any purpose other than carrying out his duties as contemplated by this Agreement. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all Confidential Information in the Employee's possession or under the Employee's control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof the term "Confidential Information" shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future business and products, price lists, customer lists, processes, procedures or standards, know- how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential information.

  • Right to Disclose With respect to any information, knowledge, or data disclosed to the Contractor by the Subcontractor, the Subcontractor warrants that the Subcontractor has full and unrestricted right to disclose the same without incurring legal liability to others, and that the Contractor shall have the full and unrestricted rights to use and publish the same as it may see fit. Any restrictions on Contractor’s use of information, knowledge, or data disclosed by Subcontractor must be made known to Contractor.

  • DUTY TO DISCLOSE If circumstances change or additional information is obtained regarding any of the representations and warranties made by the Applicant in the Application or this Agreement, or any other disclosure requirements, subsequent to the date of this Agreement, the Applicant’s duty to disclose continues throughout the term of this Agreement.

  • Covenants Not to Compete No Initial Stockholder, employee, officer or director of the Company is subject to any noncompetition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an Initial Stockholder, employee, officer and/or director of the Company.

  • Covenant Not to Sxx The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party.

  • Not to disclose PIN You must not disclose the PIN and must take all care to prevent the PIN from being disclosed to any other person.

  • Consent to Disclosure Each Company Shareholder consents to and authorizes the Company or SPAC, as applicable, to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that the Company or SPAC, as applicable, reasonably determines to be necessary or advisable in connection with the Mergers or any other transactions contemplated by the Merger Agreement or this Agreement, such Company Shareholder’s identity and ownership of such Company Shareholder’s Subject Shares, the existence of this Agreement and the nature of such Company Shareholder’s commitments and obligations under this Agreement, and such Company Shareholder acknowledges that the Company or SPAC may, in their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Company Shareholder agrees to promptly give the Company or SPAC, as applicable, any information that is in its possession that the Company or SPAC, as applicable, may reasonably request for the preparation of any such disclosure documents, and such Company Shareholder agrees to promptly notify the Company and SPAC of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Company Shareholder shall become aware that any such information shall have become false or misleading in any material respect.

  • Exceptions to Confidential Information The obligations set forth in Section 13.1 (Confidential Information) shall not apply to the extent that Confidential Information includes information which is: (a) now or hereafter, through no unauthorized act or failure to act on the Receiving Party’s part, in the public domain; (b) was in the Receiving Party’s possession before receipt from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation Date; (c) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (d) furnished to others by the Disclosing Party without restriction on disclosure; or (e) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental, investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iii) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

  • Restriction on Disclosure and Use of Confidential Information Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than Employer, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees to fully cooperate with Employer in maintaining the Confidential Information to the extent permitted by law. The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employer’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing information that is required to be disclosed by law, court order, or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide Employer with prompt notice of such requirement so that Employer may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer to make any such reports or disclosures and shall not be required to notify Employer that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

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