Common use of Disclosure and Use Restrictions Clause in Contracts

Disclosure and Use Restrictions. The Executive shall: (i) treat all Confidential Information as strictly confidential; (ii) not 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 Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of the Company acting on behalf of the Company in each instance (and then, the disclosure shall be made only within the limits and to the extent of his duties or consent); and (iii) not access or use any Confidential Information, and not copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any these documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of the Company acting on behalf of the Company in each instance (and then, disclosure shall be made only within the limits and to the extent of his 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 government agency, provided that the disclosure does not exceed the extent of disclosure required by law, regulation, or order. The Executive shall promptly provide written notice of any order to the Company. Notwithstanding the foregoing, in accordance with the Defend Trade Secrets Act of 2016, the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, nothing in this Agreement shall limit the Executive’s ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Company. The Executive’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Executive first having access to the Confidential Information (whether before or after his begins employment by the Company) and shall continue during and after his employment by the Company until the Confidential Information has become public knowledge other than as a result of the Executive’s breach of this Agreement or breach by those acting in concert with the Executive or on the Executive’s behalf.

Appears in 2 contracts

Samples: Employment Agreement (P10, Inc.), Employment Agreement (P10, Inc.)

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Disclosure and Use Restrictions. The Executive shall: During my employment with Chobani and thereafter, I will (ia) treat all Confidential Information as strictly confidential; (iib) not not, directly or indirectly 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 Company) not having a need to know and authority to know and to use the Confidential Information in connection with the business of the Company Chobani and, in any event, not to anyone outside of the direct employ of the Company Chobani except as required in the performance of the Executive’s my authorized employment duties to Chobani (and only after execution of a confidentiality agreement by the Company third party with whom Confidential Information will be shared) or with the prior consent of the Company an authorized officer acting on behalf of the Company in each instance Chobani (and then, the in each case, such disclosure shall be made only within the limits and to the extent of his such duties or consent); and (iiic) not access or use any Confidential Information, and not or copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any these such documents, records, files, media, or other resources from the premises or control of the CompanyChobani, except as required in the performance of the Executive’s my authorized employment duties to the Company or with the prior consent of the Company an authorized officer acting on behalf of the Company in each instance Chobani (and then, in each case, such disclosure shall be made only within the limits and to the extent of his such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law contained in this Agreement prohibits or regulationprevents me from filing a charge with or participating, testifying, or pursuant to the valid order of a court of competent jurisdiction assisting in any investigation, hearing, whistleblowing proceeding or an authorized government agencyother proceeding before any federal, provided that the disclosure does not exceed the extent of disclosure required by law, regulationstate, or orderlocal government agency (e.g., EEOC, NLRB, SEC, FINRA, etc.). The Executive shall promptly provide written notice of any order to Under the Company. Notwithstanding the foregoing, in accordance with the federal Defend Trade Secrets Act of 2016, the Executive will I shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that that: (xa) is made (i) in confidence to a federal, state state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (yb) is made to my attorney in relation to a lawsuit for retaliation for my reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, nothing in this Agreement shall limit the Executive’s ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Company. The Executive’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Executive first having access to the Confidential Information (whether before or after his begins employment by the Company) and shall continue during and after his employment by the Company until the Confidential Information has become public knowledge other than as a result of the Executive’s breach of this Agreement or breach by those acting in concert with the Executive or on the Executive’s behalf.

Appears in 2 contracts

Samples: Solicitation Agreement (Chobani Inc.), Solicitation Agreement (Chobani Inc.)

Disclosure and Use Restrictions. The Executive shall: (i) treat I understand that my obligation to maintain the confidentiality of all Confidential Information as strictly confidential; (ii) continues at all times during and after my employment. Confidential Information does not directly become any less confidential or indirectly proprietary to the Company because I may commit some of the Confidential Information to memory or because I may otherwise maintain the Confidential Information outside of the Company’s offices. I acknowledge that such Confidential Information, including but not limited to Trade Secrets, is utilized by the Company throughout the entire United States and in other locations in which it conducts business. I agree that any Confidential Information of the Company is to be used by me solely and exclusively for the purpose of conducting business on behalf of the Company. I am expected to keep such Confidential Information confidential and not to divulge, use, disclose, publishor make available this information except for such purpose. Accordingly, communicateI have not, and will not, divulge, use, disclose, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or in part, to any entity or person whatsoever anyone (including other employees of the CompanyCompany employees) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, Company. I understand that nothing in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of the Company acting on behalf of the Company in each instance (and then, the disclosure shall be made only within the limits and to the extent of his duties or consent); and (iii) not access or use any Confidential Information, and not copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any these documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of the Company acting on behalf of the Company in each instance (and then, disclosure shall be made only within the limits and to the extent of his duties or consent). Nothing herein this TSA shall be construed to restrict or prevent disclosure of me from: (i) disclosing Confidential Information as may be to the extent required or permitted by applicable law or law, regulation, or pursuant to the valid order of a court of competent jurisdiction jurisdiction; or (ii) making a report to or filing a charge with an authorized government administrative, regulatory or self-regulatory federal or state agency or from participating in an on-going investigation with such agency; or (iii) discussing the terms and conditions of my employment with coworkers or union representatives in exercise of my rights under section 7 of the National Labor Relations Act. If I am required to disclose information pursuant to a valid court order, provided that the disclosure does not exceed the extent of disclosure required by law, regulation, or order. The Executive shall I agree to promptly provide written notice of any such order to the Company. Notwithstanding the foregoing, in accordance with the Defend Trade Secrets Act an authorized officer of 2016, the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, nothing in this Agreement shall limit the Executive’s ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Company. The Executive’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Executive first having access to the Confidential Information (whether before or after his begins employment by the Company) and shall continue during and after his employment by the Company until the Confidential Information has become public knowledge other than as a result within 48 hours of the Executive’s breach of this Agreement or breach by those acting in concert with the Executive or on the Executive’s behalfreceiving such order.

Appears in 1 contract

Samples: Performance Share Award Agreement (Wells Fargo & Company/Mn)

Disclosure and Use Restrictions. The Executive shallEmployee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) 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) Team not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company Team and, in any event, not to anyone outside of the direct employ of the Company Team except as required in the performance of any of the ExecutiveEmployee’s remaining authorized employment duties to the Company or Team, if any, and only with the prior consent of the Company an authorized officer acting on behalf of the Company Team in each instance (and then, the such disclosure shall be made only within the limits and to the extent of his 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 these such documents, records, files, media, media or other resources from the premises or control of the CompanyTeam, except as required in the performance of any of the ExecutiveEmployee’s remaining authorized employment duties to the Company Team or with the prior consent of the Company an authorized officer acting on behalf of the Company Team in each instance (and then, such disclosure shall be made only within the limits and to the extent of his such duties or consent). Nothing herein shall This Agreement does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be construed to prevent disclosure of Confidential Information as may be required waived by agreement or from complying with any applicable law or regulation, regulation or pursuant to the a valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure such compliance does not exceed the extent of disclosure that required by the law, regulation, or order. The Executive Employee shall promptly provide written notice of any such order or non-waivable legal right to the CompanyGeneral Counsel of Team. Notwithstanding Further, this Agreement does not prevent Employee from the foregoingProtected Rights addressed above, in accordance with the Defend Trade Secrets Act including making a good faith report or related disclosures to any governmental agency or entity regarding potential violations of 2016, the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a applicable federal, state state, or local government official, either directly or indirectly, law or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of take other actions protected as whistleblower activity under applicable law; or (y) . Employee is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, nothing in this Agreement shall limit the Executive’s ability not required to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Company. The Executive’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Executive first having access to the Confidential Information (whether before or after his begins employment by the Company) and shall continue during and after his employment by notify the Company until the Confidential Information has become public knowledge other than as a result of the Executive’s breach of this Agreement these reports or breach by those acting in concert with the Executive or on the Executive’s behalf.disclosures. (g)

Appears in 1 contract

Samples: Confidential Severance Agreement and Release

Disclosure and Use Restrictions. The Executive shallYou agree and covenant: (ia) to treat all Confidential Information as strictly confidential; (iib) 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 Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Executive’s Your authorized employment duties to the Company or with the prior consent of the Company acting on behalf of the Company Board in each instance (and then, the such disclosure shall be made only within the limits and to the extent of his such duties or consent); and (iiic) 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 these such documents, records, files, media, media or other resources from the premises or control of the Company, except (x) as required in the performance of the Executive’s Your authorized employment duties to the Company or (and then, such disclosure shall be made only within the limits and in the ordinary course of such duties), (y) with the prior consent of the Company acting on behalf of the Company Board in each instance (and then, such disclosure shall be made only within the limits and to the extent of his duties or such consent), or (z) in connection with Your reporting possible violations of law or regulations to any governmental agency or making other disclosures protected under any applicable whistleblower laws. 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 subpoena or 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, regulation or order. The Executive shall You shall, unless prohibited by applicable law, promptly provide written notice of any such subpoena or order to the Company. Notwithstanding the foregoing, in accordance with the Defend Trade Secrets Act of 2016, the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a federalthe Senior Executive Vice President, state or local government official, either directly or indirectly, or to an attorney; Chief Financial and Administrative Officer and Treasurer and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, nothing in this Agreement shall limit the Executive’s ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Company. The Executive’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Executive first having access to the Confidential Information (whether before or after his begins employment by the Company) and shall continue during and after his employment by the Company until the Confidential Information has become public knowledge other than as a result Lead Independent Director of the Executive’s breach of this Agreement or breach by those acting in concert with the Executive or on the Executive’s behalf.Board. MXXX X. XXXXXX

Appears in 1 contract

Samples: Employment and Noncompetition Agreement (Shoe Carnival Inc)

Disclosure and Use Restrictions. The Executive shallYou agree and covenant: (ia) to treat all Confidential Information as strictly confidential; (iib) 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 Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Executive’s Your authorized employment duties to the Company or with the prior consent of the Company Chief Executive Officer acting on behalf of the Company in each instance (and then, the such disclosure shall be made only within the limits and to the extent of his such duties or consent); and (iiic) 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 these such documents, XXXX XXXX records, files, media, media or other resources from the premises or control of the Company, except (x) as required in the performance of the Executive’s Your authorized employment duties to the Company or (and then, such disclosure shall be made only within the limits and in the ordinary course of such duties), (y) with the prior consent of the Company Chief Executive Officer acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of his duties or such consent), or (z) in connection with Your reporting possible violations of law or regulations to any governmental agency or making other disclosures protected under any applicable whistleblower laws. 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 subpoena or 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, regulation or order. The Executive shall You shall, unless prohibited by applicable law, promptly provide written notice of any such subpoena or order to the Company. Notwithstanding the foregoing, in accordance with the Defend Trade Secrets Act of 2016, the Chief Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, nothing in this Agreement shall limit the Executive’s ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Company. The Executive’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Executive first having access to the Confidential Information (whether before or after his begins employment by the Company) and shall continue during and after his employment by the Company until the Confidential Information has become public knowledge other than as a result of the Executive’s breach of this Agreement or breach by those acting in concert with the Executive or on the Executive’s behalfOfficer.

Appears in 1 contract

Samples: Employment and Noncompetition Agreement (Shoe Carnival Inc)

Disclosure and Use Restrictions. The Executive shallEmployee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) 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) 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 Company Employer [Group][ and, in any event, not to anyone outside of the direct employ of the Company Employer [Group] except as required in the performance of the Executive’s Employee's authorized employment duties to the Company Employer [and only after execution of a confidentiality agreement by the third party with whom Confidential Information will be shared] [or with the prior consent of the Company an authorized officer acting on behalf of the Company Employer [Group] in each instance instance] (and then, the such disclosure shall be made only within the limits and to the extent of his 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 these such documents, records, files, media, media or other resources from the premises or control of the CompanyEmployer [Group], except as required in the performance of the Executive’s Employee's authorized employment duties to the Company Employer or with the prior consent of the Company an authorized officer acting on behalf of the Company Employer [Group] in each instance (and then, such disclosure shall be made only within the limits and to the extent of his such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required required[ or permitted] by applicable law or regulation, 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, regulation or order. The Executive Employee shall promptly provide written notice of any such order to an authorized officer of the Company. Notwithstanding Employer [Group] within [NUMBER] [hours/days] of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the foregoingEmployer to contest the order or seek confidentiality protections, as determined in accordance with the Defend Trade Secrets Act of 2016, the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under sealEmployer's sole discretion. In addition, nothing in this Agreement shall limit the Executive’s ability to communicate with any government agency or otherwise participate Section does not, in any investigation way, restrict or proceeding that may be conducted by any government agency, including providing documents impede the Employee from [discussing the terms and conditions of [his/her] employment with co-workers or other information, without notice union representatives/exercising [his/her] rights under Section 7 of the National Labor Relations Act/exercising protected rights to the Company. The Executive’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Executive first having access to the Confidential Information (whether before extent that such rights cannot be waived by agreement][, or after his begins employment otherwise] disclosing information as permitted by the Company) and shall continue during and after his employment by the Company until the Confidential Information has become public knowledge other than as a result of the Executive’s breach of this Agreement or breach by those acting in concert with the Executive or on the Executive’s behalflaw.

Appears in 1 contract

Samples: Confidentiality and Proprietary Rights Agreement (California)

Disclosure and Use Restrictions. The Executive shallJaxxxxxx xgrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) 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 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 Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Executive’s authorized employment Jaxxxxxx'x xuthorized Engagement duties to with the Company or with the prior consent of the Company acting on behalf of the Company Board in each instance (and then, the such disclosure shall be made only within the limits and to the extent of his such duties or consent); and (iii) not to access or use any Confidential Information, Information and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any these such documents, records, files, media, media or other resources from the premises or control of the Company, except as required in the performance of the Executive’s authorized employment Jaxxxxxx'x xuthorized Engagement duties to with the Company or with the prior consent of the Company acting on behalf of the Company in each instance Board (and then, such disclosure shall be made only within the limits and to the extent of his 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 government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, regulation or order. The Executive shall Jaxxxxxx xhall promptly provide written notice of any such order to the CompanyBoard. Notwithstanding the foregoing, in accordance with the Defend Trade Secrets Act of 2016, the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret BJII Initials: _________ Company Initials: _________ Jaxxxxxx xnderstands and acknowledges that (x) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, nothing in this Agreement shall limit the Executive’s ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Company. The Executive’s obligations Jaxxxxxx’x xbligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Executive first Jaxxxxxx xirst having access to the such Confidential Information (whether before or after his begins employment by Jaxxxxxx xegins the Engagement with the Company) and shall continue during and after his employment Jaxxxxxx’x Xngagement by the Company until the such time as such Confidential Information has become public knowledge other than as a result of the Executive’s breach Jaxxxxxx'x xreach of this Agreement or breach by those acting in concert with the Executive or Jaxxxxxx xr on the Executive’s behalfJaxxxxxx'x xehalf.

Appears in 1 contract

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

Disclosure and Use Restrictions. The Executive shallEmployee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) 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 CompanyCorporation) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company Corporation and, in any event, not to anyone outside of the direct employ of the Company Corporation except as required in the performance of the ExecutiveEmployee’s authorized employment duties to the Company Corporation or with the prior consent of the Company Chief Executive Officer acting on behalf of the Company Corporation in each instance (and then, the such disclosure shall be made only within the limits and to the extent of his 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 these such documents, records, files, media, media or other resources from the premises or control of the CompanyCorporation, except as required in the performance of the ExecutiveEmployee’s authorized employment duties to the Company Corporation or with the prior consent of the Company Chief Executive Officer acting on behalf of the Company Corporation in each instance (and then, such disclosure shall be made only within the limits and to the extent of his 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 government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, regulation or order. The Executive Employee shall promptly provide written notice of any such order to the Company. Notwithstanding the foregoing, in accordance with the Defend Trade Secrets Act of 2016, the Chief Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, nothing in this Agreement shall limit the Executive’s ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the CompanyOfficer. The Executive’s Employee understands and acknowledges that his obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Executive Employee first having access to the such Confidential Information (whether before or after his he begins employment by the CompanyCorporation) and shall continue during and after his employment by the Company Corporation until the such time as such Confidential Information has become public knowledge other than as a result of the ExecutiveEmployee’s breach of this Agreement or breach by those acting in concert with the Executive Employee or on the ExecutiveEmployee’s behalf.

Appears in 1 contract

Samples: Employment Agreement (NFT Gaming Co Inc.)

Disclosure and Use Restrictions. The Executive shallagrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) 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 Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of the Company CEO acting on behalf of the Company in each instance (and then, the such disclosure shall be made only within the limits and to the extent of his 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 these such documents, records, files, media, media or other resources from the premises or control of the Company, except as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of the Company CEO acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of his 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 government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, regulation or order. The Executive shall promptly provide written notice of any such order to Company’s SVP Corporate Development and Legal. While complying with this Section 7.1 to the Company. Notwithstanding the foregoinggreatest extent possible, in accordance with the Defend Trade Secrets Act of 2016, nothing herein prohibits the Executive will not be held criminally from reporting possible violations of federal law or civilly liable regulation to any governmental agency from or making other disclosures under any the whistleblower provisions of federal or state trade secret law for or regulation. Executive is not required to notify the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state Company if Executive makes such reports or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, nothing in this Agreement shall limit the Executive’s ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Companydisclosures. The Executive’s Executive understands and acknowledges that her obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Executive first having access to the such Confidential Information (whether before or after his she begins employment by the Company) and shall continue during and after his her employment by the Company until the such time as such Confidential Information has become public knowledge other than as a result of the Executive’s breach of this Agreement or breach by those acting in concert with the Executive or on the Executive’s behalf.

Appears in 1 contract

Samples: Executive Employment Agreement (Veru Inc.)

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Disclosure and Use Restrictions. The Executive shallYou agree and covenant: (ia) to treat all Confidential Information as strictly confidential; (iib) 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 Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Executive’s Your authorized employment duties to the Company or with the prior consent of the Company Chief Executive Officer acting on behalf of the Company in each instance (and then, the such disclosure shall be made only within the limits and to the extent of his such duties or consent); and (iiic) 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 these such documents, records, files, media, media or other resources from the premises or control of the Company, except (x) as required in the performance of the Executive’s Your authorized employment duties to the Company or (and then, such disclosure shall be made only within the limits and in the ordinary course of such duties), (y) with the prior consent of the Company Chief Executive Officer acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of his duties or such consent), or (z) in connection with Your reporting possible violations of law or regulations to any governmental agency or making other disclosures protected under any applicable whistleblower laws. 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 subpoena or 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, regulation or order. The Executive shall You shall, unless prohibited by applicable law, promptly provide written notice of any such subpoena or order to the Company. Notwithstanding the foregoing, in accordance with the Defend Trade Secrets Act of 2016, the Chief Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, nothing in this Agreement shall limit the Executive’s ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Company. The Executive’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Executive first having access to the Confidential Information (whether before or after his begins employment by the Company) and shall continue during and after his employment by the Company until the Confidential Information has become public knowledge other than as a result of the Executive’s breach of this Agreement or breach by those acting in concert with the Executive or on the Executive’s behalfOfficer.

Appears in 1 contract

Samples: Employment and Noncompetition Agreement (Shoe Carnival Inc)

Disclosure and Use Restrictions. The Executive shallagrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) 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 Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of the Company Executive Chairman of the Board of Directors acting on behalf of the Company in each instance (and then, the such disclosure shall be made only within the limits and to the extent of his such duties or consent); and (iii) 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 these such documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of the Company Executive Chairman of the Board of Directors acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of his such duties or consent). Nothing herein The Executive understands that notwithstanding any other provision of this Agreement, nothing contained in this Agreement limits her ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (collectively, “Government Agencies”), or prevents the Executive from providing truthful testimony in response to a lawfully issued subpoena or court order. Further, nothing in this Agreement shall be construed (1) prohibit the Executive from making reports of possible violations of federal law or regulation to prevent disclosure any Government Agencies, including but not limited to the Securities and Exchange Commission, in accordance with the provisions of Confidential Information and rules promulgated under Section 21F of the Securities Exchange Act of 1934, as may be required by applicable amended, or Section 806 of the Sxxxxxxx-Xxxxx Act of 2002, or of any other whistleblower protection provisions of federal law or regulation, or pursuant to (2) require notification or prior approval by the valid order Company of a court of competent jurisdiction or an authorized government agency, any such report; provided that the disclosure Executive is not authorized to disclose communications with counsel that were made for the purpose of receiving legal advice or that contain legal advice or that are protected by the attorney work product or similar privilege. Further, this Agreement does not exceed limit the extent of disclosure required Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by lawany Government Agency, regulationincluding providing documents or other information, or order. The Executive shall promptly provide written without notice of any order to the Company. Notwithstanding This Agreement does not limit the foregoingExecutive’s right to seek an award pursuant to Section 21F of the Securities Exchange Act of 1934. In addition, in accordance with for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive will shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, nothing in this Agreement shall limit the Executive’s ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Company. The Executive’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Executive first having access to the Confidential Information (whether before or after his begins employment by the Company) and shall continue during and after his employment by the Company until the Confidential Information has become public knowledge other than as a result of the Executive’s breach of this Agreement or breach by those acting in concert with the Executive or on the Executive’s behalf.

Appears in 1 contract

Samples: Employment Agreement (Akari Therapeutics PLC)

Disclosure and Use Restrictions. The Executive shallagrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) 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 Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Executive’s 's authorized employment duties to the Company or with the prior consent of the Company CEO and President acting on behalf of the Company in each instance (and then, the such disclosure shall be made only within the limits and to the extent of his 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 these such documents, records, files, media, media or other resources from the premises or control of the Company, except as required in the performance of the Executive’s 's authorized employment duties to the Company or with the prior consent of the Company CEO and President acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of his 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 government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, regulation or order. The Executive shall promptly provide written notice of any such order to Company’s General Counsel. While complying with this Section 7.1 to the Company. Notwithstanding the foregoinggreatest extent possible, in accordance with the Defend Trade Secrets Act of 2016, nothing herein prohibits the Executive will not be held criminally from reporting possible violations of federal law or civilly liable regulation to any governmental agency from or making other disclosures under any the whistleblower provisions of federal or state trade secret law for or regulation. Executive is not required to notify the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state Company if Executive makes such reports or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, nothing in this Agreement shall limit the Executive’s ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Companydisclosures. The Executive’s Executive understands and acknowledges that his obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Executive first having access to the such Confidential Information (whether before or after his he begins employment by the Company) and shall continue during and after his employment by the Company until the such time as such Confidential Information has become public knowledge other than as a result of the Executive’s 's breach of this Agreement or breach by those acting in concert with the Executive or on the Executive’s 's behalf.

Appears in 1 contract

Samples: Employment Agreement (Female Health Co)

Disclosure and Use Restrictions. The Executive shallEmployee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) 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) Team not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company Team and, in any event, not to anyone outside of the direct employ of the Company Team except as required in the performance of any of the ExecutiveEmployee’s remaining authorized employment duties to the Company or Team, if any, and only with the prior consent of the Company an authorized officer acting on behalf of the Company Team in each instance (and then, the such disclosure shall be made only within the limits and to the extent of his 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 these such documents, records, files, media, media or other resources from the premises or control of the CompanyTeam, except as required in the performance of any of the ExecutiveEmployee’s remaining authorized employment duties to the Company Team or with the prior consent of the Company an authorized officer acting on behalf of the Company Team in each instance (and then, such disclosure shall be made only within the limits and to the extent of his such duties or consent). Nothing herein shall This Agreement does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be construed to prevent disclosure of Confidential Information as may be required waived by agreement or from complying with any applicable law or regulation, regulation or pursuant to the a valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure such compliance does not exceed the extent of disclosure that required by the law, regulation, or order. The Executive Employee shall promptly provide written notice of any such order or non-waivable legal right to the CompanyGeneral Counsel of Team. Notwithstanding Further, this Agreement does not prevent Employee from the foregoingProtected Rights addressed above, in accordance with the Defend Trade Secrets Act including making a good faith report or related disclosures to any governmental agency or entity regarding potential violations of 2016, the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a applicable federal, state state, or local government official, either directly or indirectly, law or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of take other actions protected as whistleblower activity under applicable law; or (y) . Employee is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, nothing in this Agreement shall limit the Executive’s ability not required to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Company. The Executive’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Executive first having access to the Confidential Information (whether before or after his begins employment by the Company) and shall continue during and after his employment by notify the Company until the Confidential Information has become public knowledge other than as a result of the Executive’s breach of this Agreement these reports or breach by those acting in concert with the Executive or on the Executive’s behalfdisclosures.

Appears in 1 contract

Samples: Confidential Severance Agreement and Release (Team Inc)

Disclosure and Use Restrictions. The Executive shallagrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) 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 Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of the Company CEO acting on behalf of the Company in each instance (and then, the such disclosure shall be made only within the limits and to the extent of his 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 these such documents, records, files, media, media or other resources from the premises or control of the Company, except as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of the Company CEO acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of his 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 government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, regulation or order. The Executive shall promptly provide written notice of any such order to Company’s SVP Corporate Development and Legal. While complying with this Section 7.1 to the Company. Notwithstanding the foregoinggreatest extent possible, in accordance with the Defend Trade Secrets Act of 2016, nothing herein prohibits the Executive will not be held criminally from reporting possible violations of federal law or civilly liable regulation to any governmental agency from or making other disclosures under any the whistleblower provisions of federal or state trade secret law for or regulation. Executive is not required to notify the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state Company if Executive makes such reports or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, nothing in this Agreement shall limit the Executive’s ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Companydisclosures. The Executive’s Executive understands and acknowledges that his obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Executive first having access to the such Confidential Information (whether before or after his he begins employment by the Company) and shall continue during and after his employment by the Company until the such time as such Confidential Information has become public knowledge other than as a result of the Executive’s breach of this Agreement or breach by those acting in concert with the Executive or on the Executive’s behalf. .

Appears in 1 contract

Samples: Executive Employment Agreement (Veru Inc.)

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