Common use of Duty of Confidence Clause in Contracts

Duty of Confidence. During and after the termination of this Contract you must keep with inviolable secrecy and may not use for any purpose nor reveal to anyone (other than those whose province it is to know the same) any secret or confidential information entrusted to or discovered by you. This includes but is not limited to information concerning the Company’s business, operations, products, markets, trade secrets, technical know how, product formulations or techniques, names or lists of employees, Clients or Prospective Clients and their insurance or commercial affairs or any other matters pertaining to them and revealed to you in the course of your employment which has not come into the public domain. This duty applies without time limit. For further guidance, the provisions concerning Confidential Information are set out in full in the Global Policy Manual. Copyright, Inventions and Patents You must promptly disclose to the Company all ideas, concepts, works, methods, discoveries, improvements, inventions or designs which you create or produce either alone or with others (except those created or produced wholly outside working hours which are totally unconnected with your employment) (“the Works”). All and any rights of whatever nature in each such Work shall belong absolutely to the Company and you shall hold the same in trust for the Company until such proprietary rights shall be fully and absolutely vested in the Company.The Company shall be entitled to make such modifications or adaptations to or from any of the Works as it shall in its absolute discretion determine. You hereby assign to the Company with full title guarantee by way of assignment all present and future copyright, database rights, design rights (whether registered or unregistered) and other proprietary rights (if any) and all rights of action for damages for infringement of such rights for the full term thereof and any renewals and extensions thereof throughout the world and you hereby waive in favour of the Company all moral rights conferred on you by chapter 4 of part 1 of the Copyright Designs and Patents Xxx 0000 in relation to any of the Works and at the request and expense of the Company you shall do all things and execute all documents necessary or desirable to substantiate the rights of the Company in the Works.

Appears in 2 contracts

Samples: Contract of Employment (Willis Group Holdings LTD), Contract of Employment (Willis Group Holdings LTD)

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Duty of Confidence. During and after the termination of this Contract you must keep with inviolable secrecy and may not use for any purpose nor reveal to anyone (other than those whose province it is to know the same) any secret or confidential information entrusted to or discovered by you. This includes but is not limited to information concerning Holdings’, the Company’s or the Group’s business, operations, products, markets, trade secrets, technical know how, product formulations or techniques, names or lists of employees, Clients or Prospective Clients and their insurance or commercial affairs or any other matters pertaining to them and revealed to you in the course of your employment which has not come into the public domain. This duty applies without time limit. For further guidance, the provisions concerning Confidential Information are set out in full in the Global Policy Manual. Copyright, Inventions and Patents You must promptly disclose to the Company all ideas, concepts, works, methods, discoveries, improvements, inventions or designs which you create or produce either alone or with others (except those created or produced wholly outside working hours which are totally unconnected with your employment) (“the Works”). All and any rights of whatever nature in each such Work shall belong absolutely to the Company and you shall hold the same in trust for the Company until such proprietary rights shall be fully and absolutely vested in the Company.. The Company shall be entitled to make such modifications or adaptations to or from any of the Works as it shall in its absolute discretion determine. You hereby assign to the Company with full title guarantee by way of assignment all present and future copyright, database rights, design rights (whether registered or unregistered) and other proprietary rights (if any) and all rights of action for damages for infringement of such rights for the full term thereof and any renewals and extensions thereof throughout the world and you hereby waive in favour of the Company all moral rights conferred on you by chapter 4 of part 1 of the Copyright Designs and Patents Xxx 0000 in relation to any of the Works and at the request and expense of the Company you shall do all things and execute all documents necessary or desirable to substantiate the rights of the Company in the Works.

Appears in 2 contracts

Samples: Contract of Employment, Contract of Employment (Willis Group Holdings PLC)

Duty of Confidence. During and after the termination of this Contract you must keep with inviolable secrecy and may not use for any purpose nor reveal to anyone (other than those whose province it is to know the same) any secret or confidential information entrusted to or discovered by you. This includes but is not limited to information concerning the Company’s business, operations, products, markets, trade secrets, technical know how, product formulations or techniques, names or lists of employees, Clients or Prospective Clients and their insurance or commercial affairs or any other matters pertaining to them and revealed to you in the course of your employment which has not come into the public domain. This duty applies without time limit. For further guidance, the provisions concerning Confidential Information are set out in full in the Global Policy Manual. Copyright, Inventions and Patents You must promptly disclose to the Company all ideas, concepts, works, methods, discoveries, improvements, inventions or designs which you create or produce either alone or with others (except those created or produced wholly outside working hours which are totally unconnected with your employment) (“the Works”). All and any rights of whatever nature in each such Work shall belong absolutely to the Company and you shall hold the same in trust for the Company until such proprietary rights shall be fully and absolutely vested in the Company.. The Company shall be entitled to make such modifications or adaptations to or from any of the Works as it shall in its absolute discretion determine. You hereby assign to the Company with full title guarantee by way of assignment all present and future copyright, database rights, design rights (whether registered or unregistered) and other proprietary rights (if any) and all rights of action for damages for infringement of such rights for the full term thereof and any renewals and extensions thereof throughout the world and you hereby waive in favour of the Company all moral rights conferred on you by chapter 4 of part 1 of the Copyright Designs and Patents Xxx 0000 in relation to any of the Works and at the request and expense of the Company you shall do all things and execute all documents necessary or desirable to substantiate the rights of the Company in the Works.

Appears in 1 contract

Samples: Contract of Employment (Willis Group Holdings PLC)

Duty of Confidence. During and after Subject to the termination other provisions of this Contract you must keep ARTICLE 11 (Confidentiality; Publication): (a) all Confidential Information disclosed by a Party (the “Disclosing Party”) or its Affiliates under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party (the “Receiving Party”) and its Affiliates using at least the same standard of care as the Receiving Party uses to protect its own proprietary or Confidential Information (but in no event less than reasonable care); (b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its rights under this Agreement; (c) the Receiving Party may disclose Confidential Information of the Disclosing Party only to: (i) the Receiving Party’s Affiliates and, in the case of Licensee as the Receiving Party, its Sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisers of the Receiving Party and its Affiliates and, in the case of Licensee as the Receiving Party, Sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such persons are bound to maintain the confidentiality, and not to make any unauthorized use, of the Confidential Information in a manner consistent with inviolable secrecy this ARTICLE 11 (Confidentiality; Publication); (d) all Licensor Know-How that is specific to the Development and/or manufacture of any Compound or the Licensed Product, and the terms of this Agreement, shall be considered Confidential Information of both Licensee and Licensor (it being understood that both Licensee and Licensor will be deemed to be the Disclosing Party with respect thereto, the exceptions in Section 11.2(a) (Exceptions) shall not apply to Licensor with respect to such KnowHow or to either Party with respect to the terms of this Agreement and that, subject to the confidentiality obligations of Licensor with respect thereto, Licensor shall be permitted to use and exploit (i) Licensor Know-How outside the Field and as permitted by Section 2.3 (Reservation of Rights) and (ii) Licensor General Manufacturing Know-How in any and all fields); provided that (i) the terms of this Agreement that relate to the scope of rights granted by Licensor hereunder may not be disclosed by Licensor to its prospective or existing licensees, provided that, in each case, any such Third Party agrees to be bound by terms of confidentiality and non-use for any purpose nor reveal to anyone (other that are no less stringent than those whose province it contained in this Agreement, and (ii) Licensor shall be permitted to use such Licensor Know-How that is to know the same) any secret or confidential information entrusted to or discovered by you. This includes but is not limited to information concerning the Company’s business, operations, products, markets, trade secrets, technical know how, product formulations or techniques, names or lists of employees, Clients or Prospective Clients and their insurance or commercial affairs or any other matters pertaining to them and revealed to you in the course of your employment which has not come into the public domain. This duty applies without time limit. For further guidance, the provisions concerning Confidential Information are set out in full in the Global Policy Manual. Copyright, Inventions and Patents You must promptly disclose specific to the Company all ideas, concepts, works, methods, discoveries, improvements, inventions Development and/or manufacture of any Compound or designs which you create or produce either alone or with others (except those created or produced wholly outside working hours which are totally unconnected with your employment) (“the Works”). All and any rights of whatever nature in each such Work shall belong absolutely Licensed Product to the Company and you shall hold the same in trust for the Company until such proprietary rights shall be fully and absolutely vested in the Company.The Company shall be entitled to make such modifications or adaptations to or from any of the Works as it shall in its absolute discretion determine. You hereby assign to the Company with full title guarantee by way of assignment all present and future copyright, database rights, design rights (whether registered or unregistered) and other proprietary rights (if any) and all rights of action for damages for infringement of such rights for the full term thereof and any renewals and extensions thereof throughout the world and you hereby waive in favour of the Company all moral rights conferred on you by chapter 4 of part 1 of the Copyright Designs and Patents Xxx 0000 in relation to any of the Works and at the request and expense of the Company you shall do all things and execute all documents necessary or desirable to substantiate the rights of the Company in the Works.[***]

Appears in 1 contract

Samples: License Agreement (Roivant Sciences Ltd.)

Duty of Confidence. During and after the termination of this Contract you must keep with inviolable secrecy and may not use for any purpose nor reveal to anyone (other than those whose province it is to know the same) any secret or confidential information entrusted to or discovered by you. This includes but is not limited to information concerning the Company’s 's business, operations, products, markets, trade secrets, technical know how, product formulations or techniques, names or lists of employees, Clients or Prospective Clients and their insurance or commercial affairs or any other matters pertaining to them and revealed to you in the course of your employment which has not come into the public domain. This duty applies without time limit. For further guidance, the provisions concerning Confidential Information are set out in full in the Global Policy Manual. Copyright, Inventions and Patents You must promptly disclose to the Company all ideas, concepts, works, methods, discoveries, improvements, inventions or designs which you create or produce either alone or with others (except those created or produced wholly outside working hours which are totally unconnected with your employment) ("the Works"). All and any rights of whatever nature in each such Work shall belong absolutely to the Company and you shall hold the same in trust for the Company until such proprietary rights shall be fully and absolutely vested in the Company.. The Company shall be entitled to make such modifications or adaptations to or from any of the Works as it shall in its absolute discretion determine. You hereby assign to the Company with full title guarantee by way of assignment all present and future copyright, database rights, design rights (whether registered or unregistered) and other proprietary rights (if any) and all rights of action for damages for infringement of such rights for the full term thereof and any renewals and extensions thereof throughout the world and you hereby waive in favour of the Company all moral rights conferred on you by chapter 4 of part 1 of the Copyright Designs and Patents Xxx 0000 Act 1988 in relation to any of the Works txx Xxxxx and at the request and expense of the Company you shall do all things and execute all documents necessary or desirable to substantiate the rights of the Company in the Works.

Appears in 1 contract

Samples: Contract of Employment (Willis Group Holdings LTD)

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Duty of Confidence. During and after the termination of this Contract you must keep with inviolable secrecy and may not use for any purpose nor reveal to anyone (other than those whose province it is to know the same) any secret or confidential information entrusted to or discovered by you. This includes but is not limited to information concerning the Company’s business, operations, products, markets, trade secrets, technical know how, product formulations or techniques, names or lists of employees, Clients or Prospective Clients and their insurance or commercial affairs or any other matters pertaining to them and revealed to you in the course of your employment which has not come into the public domain. This duty applies without time limit. For further guidance, the provisions concerning Confidential Information are set out in full in the Global Policy Manual. Copyright, Inventions and Patents You must promptly disclose to the Company all ideas, concepts, works, methods, discoveries, improvements, inventions or designs which you create or produce either alone or with others (except those created or produced wholly outside working hours which are totally unconnected with your employment) (“the Works”). All and any rights of whatever nature in each such Work shall belong absolutely to the Company and you shall hold the same in trust for the Company until such proprietary rights shall be fully and absolutely vested in the Company.. The Company shall be entitled to make such modifications or adaptations to or from any of the Works as it shall in its absolute discretion determine. You hereby assign to the Company with full title guarantee by way of assignment all present and future copyright, database rights, design rights (whether registered or unregistered) and other proprietary rights (if any) and all rights of action for damages for infringement of such rights for the full term thereof and any renewals and extensions thereof throughout the world and you hereby waive in favour of the Company all moral rights conferred on you by chapter 4 of part 1 of the Copyright Designs and Patents Xxx Axx 0000 in relation to any of the Works and at the request and expense of the Company you shall do all things and execute all documents necessary or desirable to substantiate the rights of the Company in the Works.

Appears in 1 contract

Samples: Contract of Employment (Willis Group Holdings LTD)

Duty of Confidence. During and after Subject to the termination other provisions of this Contract you must keep with inviolable secrecy ARTICLE 11 (Confidentiality; Publication): (a) all Confidential Information disclosed by a Party (the “Disclosing Party”) or its Affiliates under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party (the “Receiving Party”) and its Affiliates using at least the same standard of care as the Receiving Party uses to protect its own proprietary or Confidential Information (but in no event less than reasonable care); (b) the Receiving Party may not only use any such Confidential Information for any purpose nor reveal to anyone the purposes of performing its obligations or exercising its rights under this Agreement; (other than those whose province it is to know c) the sameReceiving Party may disclose Confidential Information of the Disclosing Party only to: (i) any secret or confidential information entrusted to or discovered by you. This includes but is not limited to information concerning the CompanyReceiving Party’s businessAffiliates and, operationsin the case of Lysovant as the Receiving Party, products, markets, trade secrets, technical know how, product formulations or techniques, names or lists of its Sublicensees; and (ii) employees, Clients or Prospective Clients directors, agents, contractors, consultants and their insurance or commercial affairs or any other matters pertaining to them advisers of the Receiving Party and revealed to you its Affiliates and, in the course case of your employment which has Lysovant as the Receiving Party, Sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such persons are bound to maintain the confidentiality, and not come into to make any unauthorized use, of the public domain. This duty applies without time limit. For further guidance, the provisions concerning Confidential Information are set out in full in the Global Policy Manual. Copyright, Inventions a manner consistent with this ARTICLE 11 (Confidentiality; Publication); (d) all iNtRON Know-How and Patents You must promptly disclose all iNtRON Manufacturing Know-How that is solely related and specific to the Company all ideas, concepts, works, methods, discoveries, improvements, inventions Development and/or Manufacture of the Licensed Endolysins or designs which you create the Licensed Products shall during the Term with respect to such Licensed Endolysin or produce either alone or Licensed Product be considered Confidential Information of Lysovant and of iNtRON (it being understood that Lysovant and iNtRON will each be deemed to be the Disclosing Party with others (except those created or produced wholly outside working hours which are totally unconnected with your employmentrespect thereto and the exception in Section 11.2(a) (Exceptions) shall not apply to iNtRON); and (e) the Works”). All terms of this Agreement shall be considered Confidential Information of both Lysovant and any rights of whatever nature iNtRON (it being understood that both Lysovant and iNtRON will be deemed to be the Disclosing Party with respect thereto and the exception in each such Work Section 11.2(a) (Exceptions) shall belong absolutely not apply to either Party with respect to the Company and you shall hold the same in trust for the Company until such proprietary rights shall be fully and absolutely vested in the Companyterms of this Agreement).The Company shall be entitled to make such modifications or adaptations to or from any of the Works as it shall in its absolute discretion determine. You hereby assign to the Company with full title guarantee by way of assignment all present and future copyright, database rights, design rights (whether registered or unregistered) and other proprietary rights (if any) and all rights of action for damages for infringement of such rights for the full term thereof and any renewals and extensions thereof throughout the world and you hereby waive in favour of the Company all moral rights conferred on you by chapter 4 of part 1 of the Copyright Designs and Patents Xxx 0000 in relation to any of the Works and at the request and expense of the Company you shall do all things and execute all documents necessary or desirable to substantiate the rights of the Company in the Works.

Appears in 1 contract

Samples: License Agreement (Roivant Sciences Ltd.)

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