DISCLOSURE OF CONFIDENTIAL INFORMATION AND TRADE SECRETS PROHIBITED Sample Clauses

DISCLOSURE OF CONFIDENTIAL INFORMATION AND TRADE SECRETS PROHIBITED. In the course of his employment, Executive may have access to confidential information and trade secrets relating to Employer's business. Except as required in the course of his employment by Employer, Executive will not, without Employer's prior consent, either during his employment by Employer or for three (3) years after termination of this employment, directly or indirectly, disclose to any third person any such confidential information or trade secrets.
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DISCLOSURE OF CONFIDENTIAL INFORMATION AND TRADE SECRETS PROHIBITED. Executive acknowledges that in the course of his employment, he will have access to confidential information and trade secrets relating to Employer's business. Confidential information and trade secrets include but are not limited to inventions, processes, designs, improvements, programs, specifications, techniques, data relating to creation, manufacture and marketing of any product or product concept, customer and prospective customer names and addresses, sales records, vendor names and addresses, financial data, information provided by third parties that Employer is required to keep confidential, and any other proprietary information of Employer. Except as required in the course of his employment by Employer, Executive will not, without Employer's prior written consent, either during his employment by Employer or after termination of that employment, directly or indirectly disclose to any person or entity any such confidential information or trade secrets, except that marketing and sales information, such as customer names and addresses, will not constitute confidential information and trade secrets five years after termination of Executive's employment. Executive agrees to exercise the highest degree of care in safeguarding confidential information and trade secrets against loss, theft or inadvertent disclosure and to comply with all Employer's policies and procedures related to protection of confidential information and trade secrets.
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DISCLOSURE OF CONFIDENTIAL INFORMATION AND TRADE SECRETS PROHIBITED. In the course of his employment, Employee may have access to and become acquainted with confidential information and trade secrets, consisting of formulas, devices, secret inventions, processes, and compilations of information, records, and specifications, all of which are owned by Employer and regularly used in the operations of the Employer's business. All files, records, documents, drawings, specifications, equipment and similar items relating to the business of the Employer, whether they are prepared by the Employee, or come into Employer's possession, in any way, and whether or not they contain or constitute trade secrets owned by Employer, are and shall remain the exclusive property of Employer, and shall not be removed from the premises of Employer under any circumstances whatsoever without the prior written consent of Employer. Employee promises and agrees that he shall not misuse, misappropriate or disclose any of the trade secrets, exclusive property or confidential information described herein, directly or indirectly, or use them time thereafter, except as required in the course of his employment.
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DISCLOSURE OF CONFIDENTIAL INFORMATION AND TRADE SECRETS PROHIBITED. In the course of his employment, Employee may have access to confidential information and trade secrets relating to Employer's business. Except as required in the course of his employment by Employer, Employee will not, without Employer's prior consent, either during his employment by Employer or for one year after termination of that employment, directly or indirectly disclose to any third person any such confidential information or trade secrets.
Sample 1
DISCLOSURE OF CONFIDENTIAL INFORMATION AND TRADE SECRETS PROHIBITED. In the course of his employment, Executive may have access to confidential information and trade secrets relating to Employer's business. Confidential information includes but is not limited to inventions, processes, designs, improvements, programs, specifications, techniques, data relating to creation, manufacture and marketing of any product or product concept, customer and prospective customer names and addresses, sales records, vendor names and addresses, financial data, information provided by third parties that Employer is required to keep confidential, and any other proprietary information of Employer (unless such information is lawfully obtainable from other sources). Except (a) as required in the course of his employment by Employer and in furtherance of Employer's best interests, (b) is required by applicable law, (c) authorized by Employer, Executive will not, without Employer's prior written consent, either during his employment by Employer or for five years after termination of that employment, directly or indirectly disclose to any person or entity any such confidential information or trade secrets.
Sample 1
DISCLOSURE OF CONFIDENTIAL INFORMATION AND TRADE SECRETS PROHIBITED. In the course of his engagement, Consultant may have access to confidential information and trade secrets relating to the Company's business. Confidential information includes but is not limited to inventions, processes, designs, improvements, programs, specifications, techniques, data relating to creation, manufacture and marketing of any product or product concept, customer and prospective customer names and addresses, sales records, vendor names and addresses, financial data, information provided by third parties that the Company is required to keep confidential, and any other proprietary information of the Company (unless such information is lawfully obtainable from other sources). Except (a) as required in the course of his engagement by the Company and in furtherance of the Company's best interests, (b) is required by applicable law, (c) authorized by the Company, Consultant will not, without the Company's prior written consent, either during his engagement by the Company or for five years after termination of that engagement, directly or indirectly disclose to any person or entity any such confidential information or trade secrets.
Sample 1
DISCLOSURE OF CONFIDENTIAL INFORMATION AND TRADE SECRETS PROHIBITED. In the course of his employment with the Company and during the course of consulting for the Company, Wilsxx xxx had and will have access to confidential information and trade secrets relating to the Company's business. Confidential information includes but is not limited to inventions, processes, designs, improvements, programs, specifications, techniques, data relating to creation, manufacture and marketing of any service or service concept, customer and prospective customer names and addresses, sales records, vendor names and addresses, financial data, information concerning possible acquisitions or business combinations, expansion plans, information provided by third parties that the Company is required to keep confidential, and any other proprietary information of the Company (unless such information is lawfully obtainable from other sources). Except (a) as required in the course of his engagement by the Company as a consultant and in furtherance of the Company's best interests, (b) is required by applicable law, (c) authorized by the Company, Wilsxx xxxl not, without the Company's prior written consent, either during the term of this Agreement or for five years after termination of this Agreement, directly or indirectly disclose to any person or entity any such confidential information or trade secrets.
Sample 1
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Related to DISCLOSURE OF CONFIDENTIAL INFORMATION AND TRADE SECRETS PROHIBITED

  • Confidential Information and Trade Secrets The Participant and the Company agree that certain materials, including, but not limited to, information, data and other materials relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company and its Affiliates, constitute proprietary confidential information and trade secrets. Accordingly, the Participant will not at any time during or after the Participant’s employment with the Company (including any Affiliate) disclose or use for such Participant’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any of its Affiliates, any proprietary confidential information or trade secrets, provided that the foregoing shall not apply to information which is not unique to the Company or any of its Affiliates or which is generally known to the industry or the public other than as a result of such Participant’s breach of this covenant. The Participant agrees that upon termination of employment with the Company (including any Affiliate) for any reason, the Participant will immediately return to the Company all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, which in any way relate to the business of the Company and its Affiliates, except that the Participant may retain personal notes, notebooks and diaries. The Participant further agrees that the Participant will not retain or use for the Participant’s own account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of the Company or any of its Affiliates. Notwithstanding anything contained herein to the contrary, this Agreement shall not prohibit disclosure of proprietary confidential information if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and obligations as an employee or under this Agreement are at issue; provided, however, that you shall, to the extent practicable and lawful in any such event, give prior notice to the Company of your intent to disclose proprietary confidential information so as to allow the Company an opportunity (which you shall not oppose) to obtain such protective orders or similar relief with respect thereto as may be deemed appropriate. Notwithstanding the foregoing, nothing in this Agreement is intended to restrict, prohibit, impede or interfere with the Participant providing information to, or from reporting possible violations of law or regulation to, any governmental agency or entity, from participating in investigations, testifying in proceedings regarding the Company’s past or future conduct, or from making other disclosures that are protected under state or federal law or regulation, engaging in any future activities protected under statutes administered by any government agency (including but not limited, to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General), or from receiving and retaining a monetary award from a government-administered whistleblower award program for providing information directly to a government-administered whistleblower award program. The Participant does not need the prior authorization of the Company to make such reports or disclosures. The Participant is not required to notify the Company that he or she has made any such reports or disclosures. The Company nonetheless asserts, and does not waive, its attorney-client privilege over any information appropriately protected by the privilege.

  • Disclosure of Confidential Information Any Finance Party may disclose:

  • Non-Disclosure of Confidential Information (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive.

  • No Disclosure of Confidential Information The Consultant acknowledges that the Company’s trade secrets and private processes, as they may exist from time to time, and confidential information concerning the formation and development of the Bank, the Bank’s planned products, technical information regarding the Bank, and data concerning potential customers of and investors in the Bank are valuable, special, and unique assets of the Company, access to and knowledge of which are essential to the performance of the Consultant’s duties under this Agreement. In light of the highly competitive nature of the industry in which the business of the Company is conducted, the Consultant further agrees that all knowledge and information described in the preceding sentence not in the public domain and heretofore or in the future obtained by the Consultant as a result of his engagement by the Company shall be considered confidential information. In recognition of this fact, the Consultant agrees that the Consultant will not, during or after the term of this Agreement, disclose any of such secrets, processes, or information to any person or other entity for any reason or purpose whatsoever, except as necessary in the performance of the Consultant’s duties as a consultant to the Company and then only upon a written confidentiality agreement in such form and content as requested by the Company from time to time, nor shall Consultant make use of any of such secrets, processes or information for Consultant’s own purposes or for the benefit of any person or other entity (except the Company and its subsidiaries, if any) under any circumstances during or after the term of this Agreement.

  • Nondisclosure of Confidential Information (i) The Company and the Employee agree that, during the course of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered.

  • Non-Use and Non-Disclosure of Confidential Information During the Term, and for a period of [**] thereafter, each Party shall (i) except to the extent permitted by this Agreement or otherwise agreed to in writing, keep confidential and not disclose to any Third Party any Confidential Information of any of the other Parties; (ii) except in connection with activities contemplated by, the exercise of rights permitted by, in order to further the purposes of this Agreement or otherwise agreed to in writing, not use for any purpose any Confidential Information of the other Parties; and (iii) take all reasonable precautions to protect the Confidential Information of the other Parties (including all precautions a Party employs with respect to its own confidential information of a similar nature and taking reasonable precautions to assure that no unauthorized use or disclosure is made by others to whom access to the Confidential Information of the Party is granted).

  • Non-Disclosure of Proprietary Information Employee recognizes and acknowledges that the Trade Secrets (as defined below) and Confidential Information (as defined below) of the Company and its affiliates and all physical embodiments thereof (as they may exist from time-to-time, collectively, the “Proprietary Information”) are valuable, special and unique assets of the Company's and its affiliates' businesses. Employee further acknowledges that access to such Proprietary Information is essential to the performance of Employee's duties under this Agreement. Therefore, in order to obtain access to such Proprietary Information, Employee agrees that, except with respect to those duties assigned to him by the Company, Employee will hold in confidence all Proprietary Information and will not reproduce, use, distribute, disclose, publish or otherwise disseminate any Proprietary Information, in whole or in part, and will take no action causing, or fail to take any action necessary to prevent causing, any Proprietary Information to lose its character as Proprietary Information, nor will Employee make use of any such information for Employee's own purposes or for the benefit of any person, firm, corporation, association or other entity (except the Company) under any circumstances.

  • Trade Secrets and Confidential Information The Executive represents and warrants that: (i) the Executive is not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive from performing the Executive’s Duties for the Company or otherwise complying with this Agreement, and (ii) the Executive is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. The Executive agrees that the Executive will not: (1) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (2) during the Executive’s employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by the Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3) upon the Executive’s resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in the Executive’s possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s written consent. The obligations under this subsection A shall: (I) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (II) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

  • CONFIDENTIAL INFORMATION; TRADE SECRETS By electronically signing Exhibit A to this Agreement, you acknowledge that the Company regards certain information relating to its business and operations as confidential. This includes all information that the Company could reasonably be expected to keep confidential and whose disclosure to third parties would likely be disparaging or detrimental to the Company (“Confidential Information”). Your electronic signature also acknowledges that the Company has certain information that derives economic value from not being known to the general public or to others who could obtain economic value from its disclosure or use, which the Company takes reasonable efforts to protect the secrecy of (“Trade Secrets”).

  • Nondisclosure of Proprietary Information (a) Except in connection with the good faith performance of Executive’s duties hereunder or pursuant to Sections 6(c) and (e), Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for Executive’s benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of or relating to the Company (including, without limitation, business plans, business strategies and methods, acquisition targets, intellectual property in the form of patents, trademarks and copyrights and applications therefor, ideas, inventions, works, discoveries, improvements, information, documents, formulae, practices, processes, methods, developments, source code, modifications, technology, techniques, data, programs, other know-how or materials, owned, developed or possessed by the Company, whether in tangible or intangible form, information with respect to the Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects and compensation paid to employees or other terms of employment) (collectively, the “Confidential Information”), or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Confidential Information. The Parties hereby stipulate and agree that, as between them, any item of Confidential Information is important, material and confidential and affects the successful conduct of the businesses of the Company (and any successor or assignee of the Company). Notwithstanding the foregoing, Confidential Information shall not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information, provided, that such publishing of the Confidential Information shall not have resulted from Executive directly or indirectly breaching Executive’s obligations under this Section 6(a) or any other similar provision by which Executive is bound. For the purposes of the previous sentence, Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

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