Covenants of Confidentiality, Non-Disclosure and Authorized Use of Confidential Information. a. In connection with Employee's employment with the Company, Employee will receive or have access to Confidential Information, including Trade Secrets, Confidential Materials, Inventions, Employment Inventions, and/or Intellectual Property, as those terms are defined in this Agreement. Employee acknowledges and agrees that all Confidential Information shall remain the sole property of the Company. Employee further acknowledges and agrees that all Confidential Information belonging to the Company is valuable, special and unique to its business, that the Company's business depends upon such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company. b. Employee agrees that the Company's Confidential Information will be kept confidential and will not, without the prior written consent of the Company, be disclosed by Employee (whether directly or through some other person or entity), in whole or in part, and will not be used by Employee, directly or indirectly, for any purpose other than as expressly allowed by the Company. In addition, Employee shall not use any Confidential Information for Employee's direct or indirect benefit or for the direct or indirect benefit of any person or entity other than the Company. Employee shall not aid, encourage, or allow any other person or entity to use or disclose the Confidential Information of the Company without authorization. c. Employee further agrees to use reasonable and diligent efforts to protect the confidentiality of the Company's Confidential Information. Employee specifically agrees: (i) to use the Company's Confidential Information solely to fulfill the duties of Employee's employment with the Company, and not otherwise to use such information for Employee's benefit or the benefit of others; (ii) not to use, view, or access Confidential Information where it can be seen or viewed by unauthorized persons, and not to leave such information or materials where they can be seen or accessed by unauthorized persons; (iii) to notify the Company if Employee becomes aware of any loss, misuse, wrongful disclosure, or other unauthorized access of any Confidential Information by any person; and (iv) to take all other reasonable steps necessary, or reasonably requested by the Company, to safeguard the Confidential Information from unauthorized disclosure or use. d. Employee's duties of non-disclosure and confidentiality under this Agreement govern Employee both during Employee's employment with the Company and following the termination of the employment relationship. All obligations of confidentiality shall continue for as long as is permitted by law. Employee authorizes the Company to notify others, including but not limited to the Company's customers or suppliers or Employee's future employers, of the terms of this Agreement and Employee's covenants and obligations hereunder. e. Nothing in this Agreement prohibits or restricts Employee (or Employee's attorney) from filing a charge or complaint with the Securities and Exchange Commission ("SEC") or any other federal or state regulatory authority (each a "Government Agency" and collectively, "Government Agencies"). Employee further understands that this Agreement does not limit Employee's ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency or in connection with reporting a possible securities law violation without notice to the Company. This Agreement does not limit Employee's right to receive an award for information provided to any Government Agency or the SEC.
Appears in 2 contracts
Samples: Employment Agreement (Dynatronics Corp), Employment Agreement (Dynatronics Corp)
Covenants of Confidentiality, Non-Disclosure and Authorized Use of Confidential Information. a. In connection with Employee's ’s employment with the Company, Employee will receive or have access to Confidential Information, including Trade Secrets, Confidential Materials, Inventions, Employment Inventions, and/or Intellectual Property, as those terms are defined in this Agreement. Employee acknowledges and agrees that all Confidential Information shall remain the sole property of the Company. Employee further acknowledges and agrees that all Confidential Information belonging to the Company is valuable, special and unique to its business, that the Company's ’s business depends upon such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company.
b. Employee agrees that the Company's ’s Confidential Information will be kept confidential and will not, without the prior written consent of the Company, be disclosed by Employee (whether directly or through some other person or entity), in whole or in part, and will not be used by Employee, directly or indirectly, for any purpose other than as expressly allowed by the Company. In addition, Employee shall not use any Confidential Information for Employee's ’s direct or indirect benefit or for the direct or indirect benefit of any person or entity other than the Company. Employee shall not aid, encourage, or allow any other person or entity to use or disclose the Confidential Information of the Company without authorization.
c. Employee further agrees to use reasonable and diligent efforts to protect the confidentiality of the Company's ’s Confidential Information. Employee specifically agrees: (i) to use the Company's ’s Confidential Information solely to fulfill the duties of Employee's ’s employment with the Company, and not otherwise to use such information for Employee's ’s benefit or the benefit of others; (ii) not to use, view, or access Confidential Information where it can be seen or viewed by unauthorized persons, and not to leave such information or materials where they can be seen or accessed by unauthorized persons; (iii) to notify the Company if Employee becomes aware of any loss, misuse, wrongful disclosure, or other unauthorized access of any Confidential Information by any person; and (iv) to take all other reasonable steps necessary, or reasonably requested by the Company, to safeguard the Confidential Information from unauthorized disclosure or use.
d. Employee's ’s duties of non-disclosure and confidentiality under this Agreement govern Employee both during Employee's ’s employment with the Company and following the termination of the employment relationship. All obligations of confidentiality shall continue for as long as is permitted by law. Employee authorizes the Company to notify others, including but not limited to the Company's ’s customers or suppliers or Employee's ’s future employers, of the terms of this Agreement and Employee's ’s covenants and obligations hereunder.
e. Nothing in this Agreement prohibits or restricts Employee (or Employee's ’s attorney) from filing a charge or complaint with the Securities and Exchange Commission ("“SEC"”) or any other federal or state regulatory authority (each a "“Government Agency" ” and collectively, "“Government Agencies"”). Employee further understands that this Agreement does not limit Employee's ’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency or in connection with reporting a possible securities law violation without notice to the Company. This Agreement does not limit Employee's ’s right to receive an award for information provided to any Government Agency or the SEC.
Appears in 1 contract
Covenants of Confidentiality, Non-Disclosure and Authorized Use of Confidential Information. a. In connection with Employee's ’s employment with the Company, Employee will receive or have access to Confidential Information, including Trade Secrets, Confidential Materials, Inventions, Employment Inventions, and/or Intellectual Property, as those terms are defined in this Agreement. Employee acknowledges and agrees that all Confidential Information shall remain the sole property of the Company. Employee further acknowledges and agrees that all Confidential Information belonging to the Company is valuable, special and unique to its business, that the Company's ’s business depends upon such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company.
b. Employee agrees that the Company's ’s Confidential Information will be kept confidential and will not, without the prior written consent of the Company, be disclosed by Employee (whether directly or through some other person or entity), in whole or in part, and will not be used by Employee, directly or indirectly, for any purpose other than as expressly allowed by the Company. In addition, Employee shall not use any Confidential Information for Employee's ’s direct or indirect benefit or for the direct or indirect benefit of any person or entity other than the Company. Employee shall not aid, encourage, or allow any other person or entity to use or disclose the Confidential Information of the Company without authorization.
c. Employee further agrees to use reasonable and diligent efforts to protect the confidentiality of the Company's ’s Confidential Information. Employee specifically agrees: (i) to use the Company's ’s Confidential Information solely to fulfill the duties of Employee's ’s employment with the Company, and not otherwise to use such information for Employee's ’s benefit or the benefit of others; (ii) not to use, view, or access Confidential Information where it can be seen or viewed by unauthorized persons, and not to leave such information or materials where they can be seen or accessed by unauthorized persons; (iii) to notify the Company if Employee becomes aware of any loss, misuse, wrongful disclosure, or other unauthorized access of any Confidential Information by any person; and (iv) to take all other reasonable steps necessary, or reasonably requested by the Company, to safeguard the Confidential Information from unauthorized disclosure or use.
d. Employee's ’s duties of non-disclosure and confidentiality under this Agreement govern Employee both during Employee's ’s employment with the Company and following the termination of the employment relationship. All obligations of confidentiality shall continue for as long as is permitted by law. Employee authorizes the Company to notify others, including but not limited to the Company's ’s customers or suppliers or Employee's ’s future employers, of the terms of this Agreement and Employee's ’s covenants and obligations hereunder.
e. Nothing in this Agreement prohibits or restricts Employee (or Employee's ’s attorney) from filing a charge or complaint with the Securities and Exchange Commission ("“SEC"”) or any other federal or state regulatory authority (each a "“Government Agency" ” and collectively, "“Government Agencies"”). Employee further understands that this Agreement does not limit Employee's ’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency or in connection with reporting a possible securities law violation without notice to the Company. This Agreement does not limit Employee's ’s right to receive an award for information provided to any Government Agency or the SEC.
f. Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016.
(i) Employee will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a Trade Secret that is made: (A) 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 (B) in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
(ii) If Employee files a lawsuit against the Company for alleged retaliation by the Company for Employee reporting a suspected violation of law, Employee may disclose the Company’s Trade Secrets to Employee’s attorney and use the Trade Secret information in the court proceeding if Employee (A) files any document containing the Trade Secret under seal; and (B) does not disclose the Trade Secret, except pursuant to court order.
Appears in 1 contract
