Common use of Disclosure and Use Restrictions Clause in Contracts

Disclosure and Use Restrictions. (i) Employee agrees: (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; (B) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer and, in any event, not to anyone outside of the direct employ of the Employer except as required in the performance of any of the Employee's authorized employment duties to the Employer and only after execution of a confidentiality agreement (such as a Non-Disclosure Agreement) by the third party with whom Confidential Information will be shared; (C) not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Employer, except as required in the performance of any of the Employee's authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer in each instance; and (D) to return all copies of Confidential Information, and any other property of Employer, to Employer upon termination of employment. (ii) The Employee understands and acknowledges that the Employee’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon his acceptance of the RSU Agreement and shall continue during and after the termination of Employee’s employment by the Employer, until such time as such Confidential Information has become public knowledge other than as a result of the Employee's breach of this Agreement or breach by those acting in concert with the Employee or on the Employee's behalf.

Appears in 5 contracts

Samples: Restricted Stock Unit Grant Agreement (United States Steel Corp), Restricted Stock Unit Grant Agreement (United States Steel Corp), Restricted Stock Unit Grant Agreement (United States Steel Corp)

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Disclosure and Use Restrictions. (i) Employee agrees: : (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; ; (B) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer and, in any event, not to anyone outside of the direct employ of the Employer except as required in the performance of any of the Employee's authorized employment duties to the Employer and only after execution of a confidentiality agreement (such as a Non-Disclosure Agreement) by the third party with whom Confidential Information will be shared; ; (C) not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Employer, except as required in the performance of any of the Employee's authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer in each instance; and and (D) to return all copies of Confidential Information, and any other property of Employer, to Employer upon termination of employment. (ii) The Employee understands and acknowledges that the Employee’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon his acceptance of the RSU Agreement and shall continue during and after the termination of Employee’s employment by the Employer, until such time as such Confidential Information has become public knowledge other than as a result of the Employee's breach of this Agreement or breach by those acting in concert with the Employee or on the Employee's behalf.

Appears in 4 contracts

Samples: Grant Agreement (United States Steel Corp), Retention Grant Agreement (United States Steel Corp), Restricted Stock Unit Grant Agreement (United States Steel Corp)

Disclosure and Use Restrictions. The Employee agrees and covenants: (i) Employee agrees: (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; confidential; (Bii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of the Employer) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer and, in any event, not to anyone outside of the direct employ of the Employer except as required in the performance of any of the Employee's authorized employment duties to the Employer or with the prior consent of [POSITION NAME] acting on behalf of the Employer in each instance (and then, such disclosure shall be made only after execution within the limits and to the extent of a confidentiality agreement such duties or consent); and (such as a Non-Disclosure Agreementiii) by the third party with whom not to access or use any Confidential Information will be shared; (C) Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the EmployerEmployer [Group], except as required in the performance of any of the Employee's authorized employment duties to the Employer or with the prior consent of an authorized officer [POSITION NAME] acting on behalf of the Employer in each instance; and instance (D) and then, such disclosure shall be made only within the limits and to return all copies the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential InformationInformation as may be required by applicable law or regulation, and or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. The Employee shall promptly provide written notice of any other property of Employer, such order to Employer upon termination of employment. (ii) [POSITION NAME]. The Employee understands and acknowledges that the Employee’s 's obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon his acceptance of the RSU Agreement Employee first having access to such Confidential Information (whether before or after beginning employment with the Employer [Group]) and shall continue during and after the termination of Employee’s 's employment by the Employer, Employer until such time as such Confidential Information has become public knowledge other than as a result of the Employee's breach of this Agreement or breach by those acting in concert with the Employee or on the Employee's behalf.]

Appears in 3 contracts

Samples: Non Competition Agreement, Employee Non Compete Agreement, Employee Non Compete Agreement

Disclosure and Use Restrictions. (i) Employee agrees: : (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; ; (B) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer and, in any event, not to anyone outside of the direct employ of the Employer except as required in the performance of any of the Employee's authorized employment duties to the Employer and only after execution of a confidentiality agreement (such as a Non-Disclosure Agreement) by the third party with whom Confidential Information will be shared; ; (C) not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Employer, except as required in the performance of any of the Employee's authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer in each instance; and and (D) to return all copies of Confidential Information, and any other property of Employer, to Employer upon termination of employment. (ii) The Employee understands and acknowledges that the Employee’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon his acceptance of the RSU Grant Agreement and shall continue during and after the termination of Employee’s employment by the Employer, until such time as such Confidential Information has become public knowledge other than as a result of the Employee's breach of this Agreement or breach by those acting in concert with the Employee or on the Employee's behalf.

Appears in 2 contracts

Samples: Performance Share Award Grant Agreement (United States Steel Corp), Performance Share Award Grant Agreement (United States Steel Corp)

Disclosure and Use Restrictions. Employee ratifies all prior agreements concerning this subject matter and re-states here that Employee agrees and covenants: (i) Employee agrees: (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; confidential; (Bii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other employees of Team not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer Team and, in any event, not to anyone outside of the direct employ of the Employer Team) except as required in the performance of any of the Employee's ’s remaining authorized employment duties to the Employer Team, if any, and only after execution with the prior consent of a confidentiality agreement an authorized officer acting on behalf of Team in each instance (and then, such as a Non-Disclosure Agreementdisclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) by the third party with whom not to access or use any Confidential Information will be shared; (C) Information, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the EmployerTeam, except as required in the performance of any of the Employee's ’s remaining authorized employment duties to the Employer Team or with the prior consent of an authorized officer acting on behalf of the Employer Team in each instance; and instance (D) and then, such disclosure shall be made only within the limits and to return all copies the extent of Confidential Informationsuch duties or consent). This Agreement does not, and in any other property way, restrict or impede Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of Employera court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. Employee shall promptly provide written notice of any such order or non-waivable legal right to Employer upon termination the senior legal officer of employment. (ii) The Employee understands and acknowledges that the Employee’s obligations under Team. Further, this Agreement with regard does not prevent Employee from exercising the Protected Rights addressed above, including making a good faith report or related disclosures to any particular Confidential Information shall commence immediately upon his acceptance governmental agency or entity regarding potential violations of applicable federal, state or local law or to take other actions protected as whistleblower activity under applicable law. Employee is not required to notify the RSU Agreement and shall continue during and after the termination Company of Employee’s employment by the Employer, until such time as such Confidential Information has become public knowledge other than as a result of the Employee's breach of this Agreement any actions or breach by those acting in concert with the Employee or on the Employee's behalfdisclosures pursuant to these Protected Rights.

Appears in 2 contracts

Samples: Transition, Severance, and Release Agreement (Team Inc), Severance Agreement (Team Inc)

Disclosure and Use Restrictions. The Employee agrees and covenants: (i) Employee agrees: (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; confidential; (Bii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other employees of the Employer Group) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer Group and, in any event, not to anyone outside of the direct employ of the Employer Group except as required in the performance of any of the Employee's remaining authorized employment duties to the Employer and only after execution of a confidentiality agreement (such as a Non-Disclosure Agreement) by the third party with whom Confidential Information will be shared; shared or with the prior consent of an authorized officer acting on behalf of the Employer Group in each instance (Cand then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the EmployerEmployer Group, except as required in the performance of any of the Employee's remaining authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer Group in each instance; and instance (D) and then, such disclosure shall be made only within the limits and to return all copies the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential InformationInformation as may be required by applicable law or regulation, and or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. The Employee shall promptly provide written notice of any other property such order to an authorized officer of Employer, to the Employer upon termination of employment. (ii) Group. The Employee understands and acknowledges that the Employee’s his obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon his acceptance of the RSU Agreement and shall continue during and after the termination of Employee’s his employment by the Employer, Employer until such time as such Confidential Information has become public knowledge other than as a result of the Employee's breach of this Agreement or breach by those acting in concert with the Employee or on the Employee's behalf.

Appears in 2 contracts

Samples: Separation and Release of Claims Agreement (American Dg Energy Inc), Separation and Release of Claims Agreement (Eurosite Power Inc.)

Disclosure and Use Restrictions. (i) i. Employee agrees: (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; (B) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer and, in any event, not to anyone outside of the direct employ of the Employer except as required in the performance of any of the Employee's authorized employment duties to the Employer and only after execution of a confidentiality agreement (such as a Non-Disclosure Agreement) by the third party with whom Confidential Information will be shared; (C) not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Employer, except as required in the performance of any of the Employee's authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer in each instance; and (D) to return all copies of Confidential Information, and any other property of Employer, to Employer upon termination of employment. (ii) . The Employee understands and acknowledges that the Employee’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon his acceptance of the RSU Grant Agreement and shall continue during and after the termination of Employee’s employment by the Employer, until such time as such Confidential Information has become public knowledge other than as a result of the Employee's breach of this Agreement or breach by those acting in concert with the Employee or on the Employee's behalf.

Appears in 2 contracts

Samples: Performance Cash Award Grant Agreement (United States Steel Corp), Performance Share Award Grant Agreement (United States Steel Corp)

Disclosure and Use Restrictions. (i) Employee agreesThe Restricted Party covenants: (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilitiesconfidential; (B) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees or members of NJDA) not having a need to know and authority to know and to use the Confidential Information in connection with the business operation of the Employer NJDA and, in any event, not to anyone outside of the direct employ of the Employer NJDA, except as required in the performance of any of the Employee's Restricted Party’s authorized employment duties to the Employer NJDA and only after execution of a confidentiality agreement (such as a Non-Disclosure Agreement) by the third party with whom Confidential Information will be shared;shared or with the prior consent of an authorized representative acting on behalf of NJDA in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (C) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the EmployerNJDA, except as required in the performance of any of the Employee's Restricted Party’s authorized employment duties to the Employer NJDA or with the prior consent of an authorized officer representative acting on behalf of the Employer NJDA in each instance; and instance (D) and then, such disclosure shall be made only within the limits and to return all copies the extent of Confidential Information, and any other property of Employer, to Employer upon termination of employment. (ii) such duties or consent). The Employee Restricted Party understands and acknowledges that the EmployeeRestricted Party’s obligations under this Agreement with regard to regarding any particular Confidential Information shall commence begin immediately upon his acceptance of the RSU Agreement and shall continue during and after the termination of EmployeeRestricted Party’s employment by NJDA until the Employer, until such time as such Confidential Information has become public knowledge other than as a result of the Employee's Restricted Party’s breach of this Agreement or a breach by those acting in concert with the Employee Restricted Party or on the Employee's Restricted Party’s behalf.

Appears in 2 contracts

Samples: Confidentiality Agreement, Confidentiality Agreement

Disclosure and Use Restrictions. The Employee agrees and covenants: (i) Employee agrees: (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; confidential; (Bii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other employees of the Employer Group) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer Group and, in any event, not to anyone outside of the direct employ of the Employer Group except as required in the performance of any of the Employee's authorized employment duties to the Employer and only after execution of a confidentiality agreement (such as a Non-Disclosure Agreement) by the third party with whom Confidential Information will be shared; shared and with the prior consent of an authorized officer acting on behalf of the Employer Group in each instance (Cand then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the EmployerEmployer Group, except as required in the performance of any of the Employee's authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer Group in each instance; and instance (D) and then, such disclosure shall be made only within the limits and to return all copies the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential InformationInformation as may be required by applicable law or regulation, and any other property or pursuant to the valid order of Employera court of competent jurisdiction or an authorized government agency, to Employer upon termination provided that the disclosure does not exceed the extent of employment. (ii) disclosure required by such law, regulation or order. The Employee understands and acknowledges that the Employee’s obligations under this Agreement with regard shall promptly provide written notice of any such order to any particular Confidential Information shall commence immediately upon his acceptance an authorized officer of the RSU Agreement Employer Group. In addition, this Section does not, in any way, restrict or impede the Employee from discussing the terms and shall continue during and after the termination conditions of Employee’s his/her employment by the Employerwith co-workers or union representatives, until such time as such Confidential Information has become public knowledge other than as a result exercising his/her rights under Section 7 of the Employee's breach of this Agreement National Labor Relations Act, exercising protected rights to the extent that such rights cannot be waived by agreement, or breach disclosing information as required by those acting in concert with the Employee or on the Employee's behalflaw.

Appears in 2 contracts

Samples: Employment Agreement (TRANS LUX Corp), Employment Agreement (Trans Lux Corp)

Disclosure and Use Restrictions. The Employee agrees and covenants: (i) Employee agrees: (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; confidential; (Bii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer Company and its Affiliates and, in any event, not to anyone outside of the direct employ of the Employer Company or its Affiliates except as required in the performance of any of the Employee's authorized employment duties to the Employer Company or with the prior consent of the President acting on behalf of the Company in each instance (and then, such disclosure shall be made only after execution within the limits and to the extent of a confidentiality agreement such duties or consent); and (such as a Non-Disclosure Agreementiii) by the third party with whom not to access or use any Confidential Information will be shared; (C) Information, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the EmployerCompany or its Affiliates, except as required in the performance of any of the Employee's authorized employment duties to the Employer Company or with the prior consent of an authorized officer the President acting on behalf of the Employer Company in each instance; and instance (D) and then, such disclosure shall be made only within the limits and to return all copies the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential InformationInformation as may be required by applicable law or regulation, and or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency; provided, that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. The Employee shall promptly provide written notice of any other property such order to the President of Employer, to Employer upon termination of employment. (ii) the Company. The Employee understands and acknowledges that the Employee’s his obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon his acceptance of the RSU Agreement Employee first having access to such Confidential Information and shall continue during and after the termination of Employee’s his employment by the Employer, Company until such time as such Confidential Information has become public knowledge other than as a result of the Employee's breach of this Agreement or breach by those acting in concert with the Employee or on the Employee's behalf.

Appears in 1 contract

Samples: Employment Agreement (Central Energy Partners Lp)

Disclosure and Use Restrictions. The Employee agrees and covenants: (i) Employee agrees: (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; confidential; (Bii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other employees of the Employer Group not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer Group and, in any event, not to anyone outside of the direct employ of the Employer Group except as required in the performance of any of the Employee's ’s authorized employment duties to the Employer Employer; and only after execution of a confidentiality agreement (such as a Non-Disclosure Agreementiii) by the third party with whom not to access or use any Confidential Information will be shared; (C) Information, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the EmployerEmployer Group, except as required in the performance of any of the Employee's ’s authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer Group in each instance; and instance (D) and then, such disclosure shall be made only within the limits and to return all copies the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential InformationInformation as may be required by applicable law or regulation, and any other property or pursuant to the valid order of Employera court of competent jurisdiction or an authorized government agency, to Employer upon termination provided that the disclosure does not exceed the extent of employment. (ii) disclosure required by such law, regulation or order. The Employee understands and acknowledges that the Employee’s obligations under this Agreement with regard shall promptly provide written notice of any such order to any particular Confidential Information shall commence immediately upon his acceptance an authorized officer of the RSU Agreement and shall continue during and after Employer Group within three (3) days of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the termination of Employee’s employment by Employer to contest the order or seek confidentiality protections, as determined in the Employer’s sole discretion. In addition, until such time as such Confidential Information has become public knowledge other than as a result this Section does not, in any way, restrict or impede the Employee from exercising his rights under Section 7 of the Employee's breach of this Agreement National Labor Relations Act to the extent that such rights cannot be waived by agreement or breach disclosing information as permitted by those acting in concert with the law. Nothing herein shall prevent Employee from providing truthful testimony under oath or on the Employee's behalfto a government agency.

Appears in 1 contract

Samples: Executive Employment Agreement (Tritium DCFC LTD)

Disclosure and Use Restrictions. The Employee agrees and covenants: (i) Employee agrees: (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; confidential; (Bii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other employees of the Employer Group) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer Group and, in any event, not to anyone outside of the direct employ of the Employer Group except as required in the performance of any of the Employee's authorized employment duties to the Employer and only after execution of a confidentiality agreement (such as a Non-Disclosure Agreement) by the third party with whom Confidential Information will be shared; (C) not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Employer, except as required in the performance of any of the Employee's remaining authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer Group in each instanceinstance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and and (Diii) not to return all copies of access or use any Confidential Information, and not to copy any documents, records, files, media or other property resources containing any Confidential Information, or remove any such documents, records, files, media or other resources from the premises or control of Employerthe Employer Group, except as required in the performance of any of the Employee's remaining authorized employment duties to the Employer upon termination or with the prior consent of employment. an authorized officer acting on behalf of the Employer Group in each instance (ii) and then, such disclosure shall be made only within the limits and to the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order, subpoena or other process of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order, subpoena or other process. The Employee shall promptly provide written notice of any such order, subpoena or other process to an authorized officer of the Employer Group and shall cooperate with the Employer Group in reasonably resisting any such order, subpoena or other process. The Employee understands and acknowledges that the Employee’s his obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon his acceptance of the RSU Agreement and shall continue during and after the termination of Employee’s his employment by the Employer, Employer until such time as such Confidential Information has become public knowledge other than as a result of the Employee's breach of this Agreement or breach by those acting in concert with the Employee or on the Employee's behalf.

Appears in 1 contract

Samples: Separation and Release of Claims Agreement (Magellan Midstream Partners Lp)

Disclosure and Use Restrictions. (i) Employee agrees: (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; (B) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer and, in any event, not to anyone outside of the direct employ of the Employer except as required in the performance of any of the Employee's authorized employment duties to the Employer and only after execution of a confidentiality agreement (such as a Non-Disclosure Agreement) by the third party with whom Confidential Information will be shared; (C) not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Employer, except as required in the performance of any of the Employee's authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer in each instance; and (D) A. to return all copies of Confidential Information, and any other property of Employer, to Employer upon termination of employment. (ii) The Employee understands and acknowledges that the Employee’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon his acceptance of the RSU Grant Agreement and shall continue during and after the termination of Employee’s employment by the Employer, until such time as such Confidential Information has become public knowledge other than as a result of the Employee's breach of this Agreement or breach by those acting in concert with the Employee or on the Employee's behalf.

Appears in 1 contract

Samples: Performance Cash Award Grant Agreement (United States Steel Corp)

Disclosure and Use Restrictions. The Employee agrees and covenants: (i) Employee agrees: (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; confidential; (Bii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other employees of the Employer ) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer and, in any event, not to anyone outside or with the prior consent of the direct employ an authorized officer acting on behalf of the Employer except as required in the performance of each instance; and (iii) not to access or use any of the Employee's authorized employment duties to the Employer Confidential Information, and only after execution of a confidentiality agreement (such as a Non-Disclosure Agreement) by the third party with whom Confidential Information will be shared; (C) not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the EmployerEmployer , except as required in the performance of any of the Employee's authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer in each instance; and instance (D) and then, such disclosure shall be made only within the limits and to return all copies the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential InformationInformation as may be required by applicable law or regulation, and any other property or pursuant to the valid order of Employera court of competent jurisdiction or an authorized government agency, to Employer upon termination provided that the disclosure does not exceed the extent of employment. (ii) disclosure required by such law, regulation or order. The Employee understands and acknowledges that the Employee’s obligations under this Agreement with regard shall provide written notice of any such order to any particular Confidential Information shall commence immediately upon his acceptance an authorized officer of the RSU Agreement and shall continue during and after Employer within 24 hours of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the termination of Employee’s employment by Employer to contest the order or seek confidentiality protections, as determined in the Employer's sole discretion. In addition, until such time as such Confidential Information has become public knowledge other than as a result this Section does not, in any way, restrict or impede the Employee from discussing the terms and conditions of his employment with co-workers or union representatives/exercising his rights under Section 7 of the Employee's breach of this Agreement National Labor Relations Act/exercising protected rights to the extent that such rights cannot be waived by agreement, or breach otherwise disclosing information as permitted by those acting in concert with the Employee or on the Employee's behalflaw.

Appears in 1 contract

Samples: Confidentiality Agreement

Disclosure and Use Restrictions. [Nothing herein voids, alters or modifies the employee’s obligations under the [NAME OF CONFIDENTIALITY AGREEMENT] entered into on [DATE]. The Employee agrees and covenants: (i) Employee agrees: (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; confidential; (Bii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other employees of the Employer [Group]) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer [Group] and, in any event, not to anyone outside of the direct employ of the Employer [Group] except as required in the performance of any of the Employee's ’s authorized employment duties to the Employer [Group] or with the prior consent of [POSITION NAME] acting on behalf of the Employer [Group] in each instance (and then, such disclosure shall be made only after execution within the limits and to the extent of a confidentiality agreement such duties or consent); and (such as a Non-Disclosure Agreementiii) by the third party with whom not to access or use any Confidential Information will be shared; (C) Information, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the EmployerEmployer [Group], except as required in the performance of any of the Employee's ’s authorized employment duties to the Employer [Group] or with the prior consent of an authorized officer [POSITION NAME] acting on behalf of the Employer [Group] in each instance; and instance (D) and then, such disclosure shall be made only within the limits and to return all copies the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential InformationInformation as may be required by applicable law or regulation, and or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. The Employee shall promptly provide written notice of any other property of Employer, such order to Employer upon termination of employment. (ii) [POSITION NAME]. The Employee understands and acknowledges that the Employee’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon his acceptance of the RSU Agreement Employee first having access to such Confidential Information (whether before or after beginning employment with the Employer [Group]) and shall continue during and after the termination of Employee’s employment by the Employer, Employer [Group] until such time as such Confidential Information has become public knowledge other than as a result of the Employee's ’s breach of this Agreement or breach by those acting in concert with the Employee or on the Employee's ’s behalf.]

Appears in 1 contract

Samples: Employee Non Compete Agreement

Disclosure and Use Restrictions. Jaxxxxxx xgrees and covenants: (i) Employee agrees: (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; confidential; (Bii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other consultants of the Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer Company and, in any event, not to anyone outside of the direct employ of the Employer Company except as required in the performance of any Jaxxxxxx'x xuthorized Engagement duties with the Company or with the prior consent of Board in each instance (and then, such disclosure shall be made only within the Employee's authorized employment duties limits and to the Employer extent of such duties or consent); and only after execution of a confidentiality agreement (such as a Non-Disclosure Agreementiii) by the third party with whom not to access or use any Confidential Information will be shared; (C) and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the EmployerCompany, except as required in the performance of any of Jaxxxxxx'x xuthorized Engagement duties with the Employee's authorized employment duties to the Employer Company or with the prior consent of Board (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized officer acting on behalf government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. Jaxxxxxx xhall promptly provide written notice of any such order to the Employer in each instance; and (D) to return all copies of Confidential Information, and any other property of Employer, to Employer upon termination of employment. (ii) The Employee understands Board. Jaxxxxxx xnderstands and acknowledges that the Employee’s obligations Jaxxxxxx’x xbligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon his acceptance of Jaxxxxxx xirst having access to such Confidential Information (whether before or after Jaxxxxxx xegins the RSU Agreement Engagement with the Company) and shall continue during and after the termination of Employee’s employment Jaxxxxxx’x Xngagement by the Employer, Company until such time as such Confidential Information has become public knowledge other than as a result of the Employee's breach Jaxxxxxx'x xreach of this Agreement or breach by those acting in concert with the Employee or Jaxxxxxx xr on the Employee's behalfJaxxxxxx'x xehalf.

Appears in 1 contract

Samples: Employment Agreement (Amazing Energy Oil & Gas, Co.)

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Disclosure and Use Restrictions. (i) Employee agreesagrees and covenants: (Ai) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilitiesconfidential; (Bii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of Employer [Group]) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer [Group] and, in any event, not to anyone outside of the direct employ of the Employer [Group] except as required in the performance of any of the Employee's remaining authorized employment duties to the Employer [and only after execution of a confidentiality agreement (such as a Non-Disclosure Agreement) by the third party with whom Confidential Information will be shared;] [or with the prior consent of an authorized officer acting on behalf of Employer [Group] in each instance] (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (Ciii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the EmployerEmployer [Group], except as required in the performance of any of the Employee's remaining authorized employment duties to the Employer [or with the prior consent of an authorized officer acting on behalf of the Employer [Group] in each instance; and ] (D) and then, such disclosure shall be made only within the limits and to return all copies the extent of Confidential Informationsuch law[, and any other property of Employer, to Employer upon termination of employmentduties,] or consent]). (ii) The Employee understands and acknowledges that the Employee’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon his acceptance of the RSU Agreement and shall continue during and after the termination of Employee’s employment by the Employer, until such time as such Confidential Information has become public knowledge other than as a result of the Employee's breach of this Agreement or breach by those acting in concert with the Employee or on the Employee's behalf.]

Appears in 1 contract

Samples: Settlement Agreement

Disclosure and Use Restrictions. The Employee and Employee Applicant agrees and covenants: (i) Employee agrees: (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; confidential; (Bii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other Employee and Employee Applicants of the Employer)/third party] not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer [and, in any event, not to anyone outside of the direct employ of the Employer except as required in the performance of any of the EmployeeEmployee and Employee Applicant's authorized employment duties to the Employer [and only after execution of a confidentiality agreement (such as a Non-Disclosure Agreement) by the third party with whom Confidential Information will be shared; ] [or with the prior consent of an authorized officer acting on behalf of the Employer in each instance] (Cand then, such disclosure shall be made only within the limits and to the extent of such duties or consent)]; and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the Employer, except as required in the performance of any of the EmployeeEmployee and Employee Applicant's authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer in each instance; and instance (D) and then, such disclosure shall be made only within the limits and to return all copies the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential InformationInformation as may be required [or permitted] by applicable law or regulation, and any other property or pursuant to the valid order of Employera court of competent jurisdiction or an authorized government agency, to Employer upon termination provided that the disclosure does not exceed the extent of employment. (ii) disclosure required by such law, regulation or order. The Employee understands and acknowledges that the Employee’s obligations under this Agreement with regard Employee Applicant shall promptly provide written notice of any such order to any particular Confidential Information shall commence immediately upon his acceptance an authorized officer of the RSU Agreement and shall continue during and after Employer within 24 hours of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the termination of Employee’s employment by Employer to contest the order or seek confidentiality protections, as determined in the Employer's sole discretion. In addition, until such time as such Confidential Information has become public knowledge other than as a result this Section does not, in any way, restrict or impede the Employee and Employee Applicant from [discussing the terms and conditions of [his/her] employment with co- workers or union representatives/exercising [his/her] rights under Section 7 of the Employee's breach of this Agreement National Labor Relations Act/exercising protected rights to the extent that such rights cannot be waived by agreement][, or breach otherwise] disclosing information as permitted by those acting in concert with the Employee or on the Employee's behalflaw.

Appears in 1 contract

Samples: Confidentiality Agreement

Disclosure and Use Restrictions. Employee ratifies all prior agreements concerning this subject matter and re-states here that Employee agrees and covenants: (i) Employee agrees: (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; confidential; (Bii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other employees of Team not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer Team and, in any event, not to anyone outside of the direct employ of the Employer Team) except as required in the performance of any of the Employee's ’s remaining authorized employment duties to the Employer Team, if any, and only after execution with the prior consent of a confidentiality agreement an authorized officer acting on behalf of Team in each instance (and then, such as a Non-Disclosure Agreementdisclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) by the third party with whom not to access or use any Confidential Information will be shared; (C) Information, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the EmployerTeam, except as required in the performance of any of the Employee's ’s remaining authorized employment duties to the Employer Team or with the prior consent of an authorized officer acting on behalf of the Employer Team in each instance; and instance (D) and then, such disclosure shall be made only within the limits and to return all copies the extent of Confidential Informationsuch duties or consent). This Agreement does not, and in any other property way, restrict or impede Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of Employera court of competent jurisdiction or an authorized government agency, provided that such compliance does 6 not exceed that required by the law, regulation or order. Employee shall promptly provide written notice of any such order or non-waivable legal right to Employer upon termination the senior legal officer of employment. (ii) The Employee understands and acknowledges that the Employee’s obligations under Team. Further, this Agreement with regard does not prevent Employee from exercising the Protected Rights addressed above, including making a good faith report or related disclosures to any particular Confidential Information shall commence immediately upon his acceptance governmental agency or entity regarding potential violations of applicable federal, state or local law or to take other actions protected as whistleblower activity under applicable law. Employee is not required to notify the RSU Agreement and shall continue during and after the termination Company of Employee’s employment by the Employer, until such time as such Confidential Information has become public knowledge other than as a result of the Employee's breach of this Agreement any actions or breach by those acting in concert with the Employee or on the Employee's behalfdisclosures pursuant to these Protected Rights.

Appears in 1 contract

Samples: Severance Agreement

Disclosure and Use Restrictions. (i) Employee agrees: (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; (B) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer and, in any event, not to anyone outside of the direct employ of the Employer except as required in the performance of any of the Employee's authorized employment duties to the Employer and only after execution of a confidentiality agreement (such as a Non-Disclosure Agreement) by the third party with whom Confidential Information will be shared; (C) not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Employer, except as required in the performance of any of the Employee's authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer in each instance; and (D) to return all copies of Confidential Information, and any other property of Employer, to Employer upon termination of employment. (ii) The Employee understands and acknowledges that the Employee’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon his acceptance of the RSU Grant Agreement and shall continue during and after the termination of Employee’s employment by the Employer, until such time as such Confidential Information has become public knowledge other than as a result of the Employee's breach of this Agreement or breach by those acting in concert with the Employee or on the Employee's behalf.

Appears in 1 contract

Samples: Performance Share Award Grant Agreement (United States Steel Corp)

Disclosure and Use Restrictions. (i) i. Employee agrees: (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; ; (B) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer and, in any event, not to anyone outside of the direct employ of the Employer except as required in the performance of any of the Employee's authorized employment duties to the Employer and only after execution of a confidentiality agreement (such as a Non-Disclosure Agreement) by the third party with whom Confidential Information will be shared; ; (C) not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Employer, except as required in the performance of any of the Employee's authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer in each instance; and and (D) to return all copies of Confidential Information, and any other property of Employer, to Employer upon termination of employment. (ii) . The Employee understands and acknowledges that the Employee’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon his acceptance of the RSU Grant Agreement and shall continue during and after the termination of Employee’s employment by the Employer, until such time as such Confidential Information has become public knowledge other than as a result of the Employee's breach of this Agreement or breach by those acting in concert with the Employee or on the Employee's behalf.

Appears in 1 contract

Samples: Performance Share Award Grant Agreement

Disclosure and Use Restrictions. (i) Employee agrees: (A) agrees and covenants: to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; (B) confidential; not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of the Employer) not having a need to know and authority to know and to use the Confidential Information in connection with the business of the Employer and, in any event, not to anyone outside of the direct employ of the Employer except as required in the performance of any of the Employee's ’s authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer in each instance (and then, such disclosure shall be made only after execution within the limits and to the extent of a confidentiality agreement (such as a Non-Disclosure Agreement) by the third party with whom duties or consent); not to access or use any Confidential Information will be shared; (C) Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Employer, except as required in the performance of any of the Employee's ’s authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer in each instance; and instance (D) and then, such disclosure shall be made only within the limits and to return all copies the extent of Confidential Information, and any other property of Employer, to Employer upon termination of employment. (ii) such duties or consent). The Employee understands and acknowledges that the Employee’s obligations under this Agreement with regard to regarding any particular Confidential Information shall commence begin immediately upon his acceptance of the RSU Agreement and shall continue during and after the termination of Employee’s employment by the Employer, Employer until such time as such the Confidential Information has become public knowledge other than as a result of the Employee's ’s breach of this Agreement or a breach by those acting in concert with the Employee or on the Employee's ’s behalf.

Appears in 1 contract

Samples: Confidentiality Agreement

Disclosure and Use Restrictions. (i) The Employee agrees: (A) agrees and covenants: to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; (B) confidential; not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any [entity or person whatsoever (including other employees of the Employer [Group])/third party] not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer [Group] and, in any event, not to anyone outside of the direct employ of the Employer [Group] except as required in the performance of any of the Employee's authorized employment duties to the Employer [and only after execution of a confidentiality agreement (such as a Non-Disclosure Agreement) by the third party with whom Confidential Information will be shared; ] [or with the prior consent of an authorized officer acting on behalf of the Employer [Group] in each instance] (C) and then, such disclosure shall be made only within the limits and to the extent of such duties or consent)]; and not to access or use any Confidential Information, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the EmployerEmployer [Group], except as required in the performance of any of the Employee's authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer [Group] in each instance; and instance (D) and then, such disclosure shall be made only within the limits and to return all copies the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential InformationInformation as may be required[ or permitted] by applicable law or regulation, and any other property or pursuant to the valid order of Employera court of competent jurisdiction or an authorized government agency, to Employer upon termination provided that the disclosure does not exceed the extent of employment. (ii) disclosure required by such law, regulation or order. The Employee understands and acknowledges that the Employee’s obligations under this Agreement with regard shall promptly provide written notice of any such order to any particular Confidential Information shall commence immediately upon his acceptance an authorized officer of the RSU Agreement and shall continue during and after Employer [Group] within [NUMBER] [hours/days] of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the termination of Employee’s employment by Employer to contest the order or seek confidentiality protections, as determined in the Employer, until such time as such Confidential Information has become public knowledge other than as a result of the Employee's breach of this Agreement or breach by those acting in concert with the Employee or on the Employee's behalfsole discretion.

Appears in 1 contract

Samples: Confidentiality Agreement

Disclosure and Use Restrictions. Employee agrees and covenants: (i) Employee agrees: (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; confidential; (Bii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of the Employer Group) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer Group and, in any event, not to anyone outside of the direct employ of the Employer Group except as required in the performance of any of the Employee's ’s authorized employment duties to the Employer Group or with the prior consent of the Employer’s Chief Executive Officer (the “CEO”) acting on behalf of the Employer Group in each instance (and then, such disclosure shall be made only after execution within the limits and to the extent of a confidentiality agreement such duties or consent); and (such as a Non-Disclosure Agreementiii) by the third party with whom not to access or use any Confidential Information will be shared; (C) Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the EmployerEmployer Group, except as required in the performance of any of the Employee's ’s authorized employment duties to the Employer Group or with the prior consent of an authorized officer the CEO acting on behalf of the Employer Group in each instance; and instance (D) and then, such disclosure shall be made only within the limits and to return all copies the extent of Confidential Information, and any other property of Employer, to Employer upon termination of employment. (ii) The such duties or consent). Employee understands and acknowledges that the Employee’s obligations under this Agreement with regard to regarding any particular Confidential Information shall commence begins immediately upon his acceptance of when Employee first has access to the RSU Agreement Confidential Information (whether before or after Employee begins employment with the Employer Group) and shall continue during and after the termination of Employee’s employment by the Employer, Employer Group until such the time as such that the Confidential Information has become public knowledge other than as a result of the Employee's ’s breach of this Agreement or breach by those acting in concert with the Employee or on the Employee's ’s behalf.

Appears in 1 contract

Samples: Executive Employment Agreement (Gryphon Digital Mining, Inc.)

Disclosure and Use Restrictions. The Employee agrees and covenants: (i) Employee agrees: (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; confidential; (Bii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other employees of the Employer) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer and, in any event, not to anyone outside of the direct employ of the Employer except as required in the performance of any of the Employee's remaining authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer in each instance (and then, such disclosure shall be made only after execution within the limits and to the extent of a confidentiality agreement such duties or consent); and (such as a Non-Disclosure Agreementiii) by the third party with whom not to access or use any Confidential Information will be shared; (C) lnfo1mation, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the Employer, except as required in the performance of any of the Employee's remaining authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer in each instance; and instance (D) and then, such disclosure shall be made only within the limits and to return all copies the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential InformationInformation as may be required by applicable law or regulation, and or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. The Employee shall promptly provide written notice of any other property such order to an authorized officer of the Employer, to Employer upon termination of employment. (ii) . The Employee understands and acknowledges that the Employee’s his obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon his acceptance of the RSU Agreement and shall continue during and after the termination of Employee’s his employment by the Employer, Employer until such time as such Confidential Information has become public knowledge other than as a result of the Employee's breach of this Agreement or breach by those acting in concert with the Employee or on the Employee's behalf.

Appears in 1 contract

Samples: Separation and Release of Claims Agreement (Western Alliance Bancorporation)

Disclosure and Use Restrictions. The Employee agrees and covenants: (i) Employee agrees: (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; confidential; (Bii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any [entity or person whatsoever (including other employees of the Employer [Group])/third party] not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer [Group][ and, in any event, not to anyone outside of the direct employ of the Employer [Group] except as required in the performance of any of the Employee's authorized employment duties to the Employer [and only after execution of a confidentiality agreement (such as a Non-Disclosure Agreement) by the third party with whom Confidential Information will be shared; ] [or with the prior consent of an authorized officer acting on behalf of the Employer [Group] in each instance] (Cand then, such disclosure shall be made only within the limits and to the extent of such duties or consent)]; and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the EmployerEmployer [Group], except as required in the performance of any of the Employee's authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer [Group] in each instance; and instance (D) and then, such disclosure shall be made only within the limits and to return all copies the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential InformationInformation as may be required[ or permitted] by applicable law or regulation, and any other property or pursuant to the valid order of Employera court of competent jurisdiction or an authorized government agency, to Employer upon termination provided that the disclosure does not exceed the extent of employment. (ii) disclosure required by such law, regulation or order. The Employee understands and acknowledges that the Employee’s obligations under this Agreement with regard shall promptly provide written notice of any such order to any particular Confidential Information shall commence immediately upon his acceptance an authorized officer of the RSU Agreement and shall continue during and after Employer [Group] within [NUMBER] [hours/days] of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the termination of Employee’s employment by Employer to contest the order or seek confidentiality protections, as determined in the Employer's sole discretion. In addition, until such time as such Confidential Information has become public knowledge other than as a result this Section does not, in any way, restrict or impede the Employee from [discussing the terms and conditions of [his/her] employment with co-workers or union representatives/exercising [his/her] rights under Section 7 of the Employee's breach of this Agreement National Labor Relations Act/exercising protected rights to the extent that such rights cannot be waived by agreement][, or breach otherwise] disclosing information as permitted by those acting in concert with the Employee or on the Employee's behalflaw.

Appears in 1 contract

Samples: Confidentiality Agreement

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