Common use of Disclosure and Use Restrictions Clause in Contracts

Disclosure and Use Restrictions. 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 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 in the good faith performance of Executive’s authorized employment duties to the 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 remove any such documents, records, files, media or other resources from the premises or control of the Company, except in the good faith performance of Executive’s authorized employment duties to the 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, regulation 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 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)

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Disclosure and Use Restrictions. 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 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 in the good faith performance of Executive’s authorized employment duties to the 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 remove any such documents, records, files, media or other resources from the premises or control of the Company, except in the good faith performance of Executive’s authorized employment duties to the 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, regulation 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 otherwise disclosing information as permitted by law,.

Appears in 2 contracts

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

Disclosure and Use Restrictions. 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 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 in the good faith performance of Executive’s authorized employment duties to the 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 remove any such of these documents, records, files, media or other resources from the premises or control of the Company, except in the good faith performance of Executive’s authorized employment duties to the 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, regulation or order. Executive shall will promptly provide written notice of any such 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 otherwise 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. 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 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 in the good faith performance of Executive’s authorized employment duties to the 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 not to remove any such the documents, records, files, media media, or other resources from the premises or control of the Company, except in the good faith performance of Executive’s authorized employment duties to the 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 regulation, or order. Executive shall will promptly provide written notice of any such 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 Executive’s his employment with his attorneys, accountants, financial advisors, members of his immediate family, and co-workers or union representatives or workers, exercising Executive’s his rights under Section 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)

Disclosure and Use Restrictions. Executive 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 Employer ) 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 Employer or with the prior consent of an authorized officer acting on behalf of the direct employ of the Company except Employer in the good faith performance of Executive’s authorized employment duties to the Companyeach instance; 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 CompanyEmployer , except as required in the good faith performance of Executive’s the Employee's authorized employment duties to the CompanyEmployer 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 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 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 or order. Executive The Employee shall promptly provide written notice of any such order to an authorized officer of the CompanyEmployer within 24 hours of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the Employer to contest the order or seek confidentiality protections, as determined in the Employer's sole discretion. In addition, this section Section does not, in any way, restrict or impede Executive the Employee from discussing the terms and conditions of Executive’s his employment with his attorneys, accountants, financial advisors, members of his immediate family, and co-workers or union representatives or representatives/exercising Executive’s his rights under Section 7 of the National Labor Relations Act/exercising protected rights to the extent that such rights cannot be waived by agreement, or otherwise disclosing information as permitted by law,.

Appears in 1 contract

Samples: Confidentiality and Proprietary Rights Agreement

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Disclosure and Use Restrictions. Executive The Employee 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 Executivethe Employee’s authorized employment duties to the CompanyCompany 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 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 Company, except as required in the good faith performance of Executivethe Employee’s authorized employment duties to the CompanyCompany 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 duties or consent). 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, regulation regulation, or order. Executive The Employee shall promptly provide written notice of any such order to an authorized officer of the Company’s Chief Executive Officer. In addition7.4. 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 section does notAgreement: 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, 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 Actstate, or otherwise disclosing 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 as permitted by law,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.)

Disclosure and Use Restrictions. Executive 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 good faith performance of Executive’s any of the Employee's remaining authorized employment duties to the CompanyCompany or with the prior consent of an authorized 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 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 such documents, records, files, media or other resources from the premises or control of the Company, except as required in the good faith performance of Executive’s any of the Employee's remaining authorized employment duties to the CompanyCompany or with the prior consent of an authorized 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 duties or consent). 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, regulation or order. Executive The Employee shall promptly provide written notice deliver to the Company all Confidential Information relating to the Company and its affiliates, which Employee possesses or has under his control; provided, however, that Employee shall be entitled to retain copies of any such order documents reasonably necessary to an authorized officer of document Employee's financial relationship (both past and future) with the Company. In addition, The Employee understands and acknowledges that his obligations under this section does not, in Agreement with regard to any way, restrict or impede Executive from discussing the terms particular Confidential Information shall commence immediately 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 shall continue until such time as such Confidential Information has become public knowledge other than as a result of the National Labor Relations Act, Employee's breach of this Agreement or otherwise disclosing information as permitted breach by law,those acting in concert with the Employee or on the Employee's behalf.

Appears in 1 contract

Samples: Separation and Mutual Release of Claims Agreement (Usio, Inc.)

Disclosure and Use Restrictions. Executive The Employee 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 Executivethe Employee’s authorized employment duties to the CompanyCompany 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 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 Company, except as required in the good faith performance of Executivethe Employee’s authorized employment duties to the CompanyCompany 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 duties or consent). 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, regulation regulation, or order. Executive The Employee 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 otherwise disclosing information as permitted by law,General Counsel.

Appears in 1 contract

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

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