Common use of Disclosure and Use Restrictions Clause in Contracts

Disclosure and Use Restrictions. The Employee agrees 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 Employee’s authorized employment duties to the Company (and then, such disclosure shall be made only within the limits and to the extent of such duties); 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 such documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the Employee’s authorized employment duties to the Company (and then, such disclosure shall be made only within the limits and to the extent of such duties). 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, or order.

Appears in 3 contracts

Samples: Employment Agreement (Singularity Future Technology Ltd.), Employment Agreement (Singularity Future Technology Ltd.), Employment Agreement (Singularity Future Technology Ltd.)

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Disclosure and Use Restrictions. The Employee Executive 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) 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 good faith performance of the EmployeeExecutive’s authorized employment duties to the Company (and then, such disclosure shall be made only within the limits and to the extent of such duties)Company; 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 Company, except as required in the good faith performance of the EmployeeExecutive’s authorized employment duties to the Company (and then, such disclosure shall be made only within the limits and to the extent of such duties)Company. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be 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, regulationregulation or order. Executive shall promptly provide written notice of any such order to an authorized officer of the Company. In addition, this section does not, in any way, restrict or impede Executive from discussing the terms and conditions of Executive’s employment with his attorneys, accountants, financial advisors, members of his immediate family, and co-workers or union representatives or exercising Executive’s rights under Section 7 of the National Labor Relations Act, or order.otherwise disclosing information as permitted by law,

Appears in 3 contracts

Samples: Contribution Agreement, Contribution Agreement (Liquid Holdings Group LLC), Contribution Agreement (Liquid Holdings Group LLC)

Disclosure and Use Restrictions. The Employee Executive agrees and covenants, both during and after the period of his employment with the Company: (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 EmployeeExecutive’s authorized employment duties to the Company or with the prior consent of the Board 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 such dutiesduties 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 such documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the EmployeeExecutive’s authorized employment duties to the Company or with the prior consent of the Board 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 such duties)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, or order. The Executive shall promptly provide written notice of any such order to the Board.

Appears in 2 contracts

Samples: Employment Agreement (THUMZUP MEDIA Corp), Employment Agreement (THUMZUP MEDIA Corp)

Disclosure and Use Restrictions. The Employee Executive 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) 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 good faith performance of the EmployeeExecutive’s authorized employment duties to the Company (and then, such disclosure shall be made only within the limits and to the extent of such duties)Company; 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 Company, except as required in the good faith performance of the EmployeeExecutive’s authorized employment duties to the Company (and then, such disclosure shall be made only within the limits and to the extent of such duties)Company. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be 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, regulationregulation or order. Executive shall promptly provide written notice of any such order to an authorized officer of the Company. In addition, this section does not, in any way, restrict or impede Executive from discussing the terms and conditions of Executive’s employment with his attorneys, accountants, financial advisors, members of his immediate family, and co-workers or union representatives or exercising Executive’s rights under Section 7 of the National Labor Relations Act, or orderotherwise disclosing information as permitted by law.

Appears in 2 contracts

Samples: Employment Agreement (Cannasys Inc), Employment Agreement (Cannasys Inc)

Disclosure and Use Restrictions. The Employee Executive 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) 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 good faith performance of the EmployeeExecutive’s authorized employment duties to the Company (and then, such disclosure shall be made only within the limits and to the extent of such duties)Company; 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 of these documents, records, files, media, media or other resources from the premises or control of the Company, except as required in the good faith performance of the EmployeeExecutive’s authorized employment duties to the Company (and then, such disclosure shall be made only within the limits and to the extent of such duties)Company. Nothing herein shall will be construed to prevent disclosure of Confidential Information as may be 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 if the disclosure does not exceed the extent of disclosure required by such the law, regulationregulation or order. Executive will promptly provide written notice of any order of a court to an authorized officer of the Company. In addition, this section does not, in any way, restrict or impede Executive from discussing the terms and conditions of Executive’s employment with his attorneys, accountants, financial advisors, members of his immediate family, and co-workers or union representatives or exercising Executive’s rights under Section 7 of the National Labor Relations Act, or orderotherwise disclosing information as permitted by law.

Appears in 2 contracts

Samples: Executive Employment Agreement (Cannasys Inc), Executive Employment Agreement (Cannasys Inc)

Disclosure and Use Restrictions. The Employee agrees 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 Employee’s authorized employment duties to the Company or with the prior consent of a Company authorized representative 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 such dutiesduties 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 such documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the Employee’s authorized employment duties to the Company or with the prior consent of a Company authorized representative 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 such dutiesduties 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, or order. The Employee shall promptly provide written notice of any such order to the Company’s Chief Executive Officer. 7.4. Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”). Notwithstanding any other provision of this Agreement: 7.4.1. The Employee will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: 7.4.1.1. is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or 7.4.1.2. is made in a complaint or other document filed under seal in a lawsuit or other proceeding. 7.4.2. If the Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Employee may disclose the Company’s trade secrets to the Employee’s attorney and use the trade secret information in the court proceeding if the Employee: 7.4.2.1. files any document containing trade secrets under seal; and 7.4.2.2. does not disclose trade secrets, except pursuant to court order. 7.5.

Appears in 1 contract

Samples: Employment Agreement (Clearwater Analytics Holdings, Inc.)

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Disclosure and Use Restrictions. The Employee agrees 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 Employee’s 's authorized employment duties to the Company or with the prior consent of the 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 such dutiesduties 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 such documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the Employee’s 's authorized employment duties to the Company or with the prior consent of the 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 such dutiesduties 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, or order.. The Employee shall promptly provide written notice of any such order to the Corporate General Counsel. Xxxxxx Employment Agreement ​

Appears in 1 contract

Samples: Employment and Noncompetition Agreement (Us Xpress Enterprises Inc)

Disclosure and Use Restrictions. The Employee agrees 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 Employee’s authorized employment duties to the Company or with the prior consent of a Company authorized representative 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 such dutiesduties 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 such documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the Employee’s authorized employment duties to the Company or with the prior consent of a Company authorized representative 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 such dutiesduties 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, or order. The Employee shall promptly provide written notice of any such order to the Company’s General Counsel.

Appears in 1 contract

Samples: Employment Agreement (Clearwater Analytics Holdings, Inc.)

Disclosure and Use Restrictions. The Employee Executive agrees 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 good faith performance of the EmployeeExecutive’s authorized employment duties to the Company (and then, such disclosure shall be made only within the limits and to the extent of such duties)Company; 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 not to remove any such the documents, records, files, media, or other resources from the premises or control of the Company, except as required in the good faith performance of the EmployeeExecutive’s authorized employment duties to the Company (and then, such disclosure shall be made only within the limits and to the extent of such duties)Company. Nothing herein shall is to be construed to prevent disclosure of Confidential Information as may be 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 if the disclosure does not exceed the extent of disclosure required by such the law, regulation, or order. Executive will promptly provide written notice of any order of the court to an authorized officer of the Company. In addition, this section does not, in any way, restrict or impede Executive from discussing the terms and conditions of his employment with his attorneys, accountants, financial advisors, members of his immediate family, and co-workers, exercising his rights under section 7 of the National Labor Relations Act, or otherwise disclosing information as permitted by law.

Appears in 1 contract

Samples: Executive Employment Agreement (Cannasys Inc)

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