Non-Disclosure; Confidentiality. Any information (whether oral, written, visual or otherwise, hard or soft copy as may be provided by either Parties, provided the same is reduced in writing immediately and marked and identified as confidential information) disclosed or made known by the Parties to each other, shall be considered “Confidential Information” unless otherwise specified. Both the Parties commit to a strict maintenance of confidentiality, of any information shared by either of the Parties. Any confidential information shared as a result of this Agreement shall remain in force until that particular Confidential Information falls into the public domain through no act or omission on part of the Parties or for a period of two (2) years from the last disclosure, whichever is later.
Non-Disclosure; Confidentiality. 12.1 The Individual Consultant will treat as confidential all information and results obtained in discharging the Services under this Contract and will not disclose by any means whatsoever such results or material to any third party without the prior written consent of the Procuring Entity and will only use such information for the purposes of this Contract. In addition the Individual Consultant shall not make any communication to the press or any broadcast (including, but not limited to, inclusion of information on a website) about the Services without the prior agreement in writing of the Principal Officer, Scientific Research and Development (POSRD).
12.2 If the Individual Consultant violates clause 12.1, then it will automatically and legally be held to pay the amount estimated as the minimum reasonable damages resulting from a breach of confidentiality. This is without prejudice to the right of Procuring Entity to demonstrate that a higher amount of loss has or may be incurred as a result of liabilities held by Procuring Entity in relation to the Procuring Entity.
Non-Disclosure; Confidentiality. 5.1 The Executive acknowledges that, as a result of the Executive’s employment by Noram, the Executive shall be making use of or acquiring information about certain matters and things which are confidential to Noram or Ausam and which information is the exclusive property of Noram or Ausam or a third party with whom Noram or Ausam does business or has pursued prospective business, including all confidential information acquired by or made available to the Executive by Noram, Ausam or their representatives, which shall include trade secrets, offering memoranda, financial information, plans, engineering reports, environmental reports, legal opinions, names of shareholders, private investors, joint venture partners and limited partners, geological information, land and lease information, well data, project data, seismic information, gas, liquids or products processing, and marketing terms and arrangements or other such information as may be material to Noram or Ausam, which information is or may be either applicable to or related in any way to the assets, business or affairs of Noram or Ausam, together with all analyses, compilations, notes, data, studies or other material documents or copies thereof prepared by or for Noram or Ausam (collectively, the “Confidential Information”).
5.2 Confidential Information shall not include any information that (i) was in the possession of or known to the Executive, without any obligation to keep it confidential, before it was disclosed to the Executive by Noram or Ausam or through the Executive’s involvement with Noram; or (ii) is or becomes public knowledge through no fault of the Executive; or (iii) is disclosed by Noram to other persons without any restriction on its use or disclosure; or (iv) is or becomes lawfully available to the Executive from a source other than Noram or Ausam, which source is legally permitted to disclose such information and is not under confidentiality restrictions. 5.3 As a material inducement to Noram to employ the Executive and to pay to the Executive compensation for such services to be rendered to Noram by the Executive, the Executive agrees that the Executive shall not, except with the prior written consent of Noram, or except if the Executive is acting as an employee of Noram solely for the benefit of Noram in connection with Noram’s business and in accordance with Noram’s business practices and employment policies, at any time during or following the term of the Executive’s employment b...
Non-Disclosure; Confidentiality. The Employee and the Company are parties to a Confidentiality, Invention Assignment, Conflict of Interest and Non-Compete Agreement, a true and correct copy of which is annexed hereto as Exhibit A. Notwithstanding any statement in this Agreement to the contrary, Employee and the Company agree that the Confidentiality, Invention Assignment, Conflict of Interest and Non-Compete Agreement annexed hereto as Exhibit A shall remain in full force and effect following the Effective Date, and the terms of the Confidentiality, Invention Assignment, Conflict of Interest and Non-Compete Agreement annexed hereto as Exhibit A are incorporated by reference into, and form a part of, this Agreement.
Non-Disclosure; Confidentiality. The Individual Consultant will treat as confidential all information and results obtained in discharging the Services under this Contract and will not disclose by any means whatsoever such results or material to any third party without the prior written consent of the Procuring Entity and will only use such information for the purposes of this Contract. In addition, the Individual Consultant shall not make any communication to the press or any broadcast (including, but not limited to, inclusion of information on a website) about the Services without the prior agreement in writing of the Principal Accountant. If the Individual Consultant violates clause 12.1, then it will automatically and legally be held to pay the amount estimated as the minimum reasonable damages resulting from a breach of confidentiality. This is without prejudice to the right of Procuring Entity to demonstrate that a higher amount of loss has or may be incurred as a result of liabilities held by Procuring Entity in relation to the Procuring Entity.
Non-Disclosure; Confidentiality. Employee acknowledges and agrees as follows:
(a) In connection with his employment with the Company, Employee may become aware of or familiar with processes, formulae, procedures, information and materials which the Company has spent a great deal of time and money to develop, which are essential to the business of the Company, and which comprise confidential information and trade secrets of the Company (collectively called "Trade Secrets"). The term "Trade Secret" does not include any process, formula, procedure, information or material which is currently in the public domain, currently known by Employee or which hereafter becomes public knowledge in a way that does not involve a breach of an obligation of confidentiality. Notwithstanding the foregoing, Employee acknowledges and agrees that any process, formula, procedure, information or material of which he becomes aware during his employment with the Company is presumed to be a Trade Secret unless the Company advises Employee, in writing, that it is not a Trade Secret.
Non-Disclosure; Confidentiality. For purposes of this Agreement and in connection with my employment with the Company, Confidential Information shall mean information including, but not limited to, any records, data or information concerning inventions, engineering drawings, designs, processes, methods, trade secrets, or manufacturing techniques, software programs, product specifications, product roadmaps and plans, system configuration, government classified business, customer lists and other customer-related information, cost and price information, legal information, finance information, human resources information, supplier lists and other supplier-related information, or any other information not disseminated to the public relating to the Company’s business, affairs or plans of the business, affairs or plans of the Company’s customers or suppliers (all of which is collectively referred to herein as “Confidential Information”). I acknowledge that I have or will have access, while employed by the Company, to Confidential Information relating to the business, affairs, clients and suppliers of the Company and its clients. I hereby agree that both during and subsequent to my employment with the Company, I will not disclose to any other person whatsoever any Confidential Information which I learned in the course of my employment, whether such Confidential Information belongs to the Company or any third party, except as required by my employment with the Company or by applicable law. I also agree that both during and subsequent to my employment with the Company, I will not use any Confidential Information in any way contrary to the best interests of the Company, I will treat and protect all Confidential Information with a high standard of care, and I will not directly or indirectly divulge, use, or exploit any Confidential Information (except in the normal course of my employment with the Company) to or for the benefit of myself or any other person whatsoever, except with the express prior written consent of an authorized representative of the Company. I understand and agree that at the time of leaving the employ of the Company, except for material published and disseminated for distribution to the public, I will deliver to the Company (to an officer designated by my superior) and will not keep in my possession or deliver to anyone else, all drawings, prints, notes, memoranda, specifications, devices, samples, documents, or any other material containing or disclosing any of the matters const...
Non-Disclosure; Confidentiality. The Executive acknowledges and agrees that:
(a) in the course of performing his duties and responsibilities for the Corporation or any Affiliate, he will have access to, and will be entrusted with, detailed confidential information and trade secrets concerning past, present, future and contemplated plans; products; new product introduction programs, plans, or strategies; services; operations processes or results; technology; intellectual property; financial (including sales) and budgetary information; methodologies, operational procedures and manuals; site development plans or new store development strategies and number of new stores under consideration; models, engineering, architectural plans and designs; analyses; compilations; forecasts; studies and other records relating to the business; know-how; accounting methods and procedures; negotiations; contracts; designs; customers; franchisees; computer records and test data; building and site plans; strategic plans and initiatives; recipes (including but not limited to the coffee blend, roasting time, and other input factors for coffee products) and proprietary business processes and procedures of the Corporation or its Affiliates, whether in written, printed, pictorial, diagrammatic, electronic or any other form or medium, including, without limitation, information relating to names, addresses, contact persons, preferences, needs and requirements of past, present and prospective clients, customers, franchisees, suppliers, goods and service providers, and employees of the Corporation and its Affiliates (collectively, “Confidential Information”), the disclosure of any of which to competitors of the Corporation or of any of its Affiliates, to the general public, or the use of any of which by the Executive (outside of his duties and responsibilities to the Corporation), or by any competitor of the Corporation or of any of its Affiliates, would be highly detrimental to the interests of the Corporation and its Affiliates;
(b) the right to maintain the confidentiality of the Confidential Information, the right to preserve the goodwill of the Corporation and its Affiliates, and the right to the benefit of the contacts and connections developed by the Executive with clients, customers, suppliers, goods and service providers, franchisees and others, and any relationships that will be developed between the Executive and the customers, clients, suppliers, goods and service providers and franchisees of the Corporation...
Non-Disclosure; Confidentiality. Iliad agrees that neither it nor any of its Affiliates will disclose or use for its benefit or the benefit of any other Person, any information regarding the Company and received by Iliad prior to the date of this Agreement or pursuant to this Agreement that (i) has not been disclosed publicly by the Company, or (ii) is otherwise not a matter of public knowledge.
Non-Disclosure; Confidentiality. Employee agrees that he will keep the terms and amounts set forth in this Agreement completely confidential and will not disclose any information concerning these matters to any person or entity not a party hereto, except: (a) his attorneys, accountant, tax advisor, or to immediate family who agree to abide by this confidentiality provision; (b) to the extent necessary to report income to appropriate taxing authorities as expressly required by law; or (c) in response to a specific court order, subpoena, or legal process signed by a judge with competent jurisdiction which orders the disclosure of the nature, content, substance, conditions, or specific terms of the Agreement. Furthermore, Employee will not, without written permission of Employer, disclose any confidential information or trade secrets of Employer, Home Point Capital, or any of their predecessors, direct or indirect parents or subsidiaries, affiliates, or related entities to anyone outside Employer or Home Point Capital, unless required by subpoena. Confidential information and trade secrets include, but are not limited to, operations, results, products, business plans, strategies, methodologies, customer lists, product development information, marketing and sales plans, pricing information, operating policies and manuals, and/or other confidential information related to the Employer, Home Point Capital, or any of their predecessors, direct or indirect parents or subsidiaries, affiliates, or related entities.
