Non-Disclosure Covenants. Employee acknowledges that as an integral part of the Company's business, the Company has developed, and will develop, at a considerable investment of time and expense, plans, procedures, methods of operation, methods of production, financial data, lists of actual and potential customers, suppliers, marketing strategies, plans for development and expansion, customer and supplier data, and other confidential and sensitive information, and Employee acknowledges that the Company has legitimate business interest in protecting the confidentiality of such information. Employee acknowledges that as Vice President of Sales and Marketing for the Company, he will be entrusted with such information. Employee, therefore, acknowledges a continuing responsibility with respect to the protection of the information and agrees:
Non-Disclosure Covenants. All Confidential Information, Trade Secrets, and all physical and electronic embodiments thereof are confidential and are and will remain the sole and exclusive property of the Company. The Optionee must (1) immediately disclose to the Company all Confidential Information and Trade Secrets developed, conceived, received or disclosed, in whole or in part, by or to the Optionee while Employed by the Company; (2) assign to the Company any right, title, or interest Optionee may have in such Confidential Information and Trade Secrets, and (3) at the request and expense of the Company, do all things and sign all documents or instruments reasonably necessary in the opinion of the Company to eliminate any ambiguity as to the ownership by, and rights of, the Company in such Confidential Information and Trade Secrets, including, without limitation, providing full cooperation in litigation and other proceedings to establish or protect such right. The Optionee agrees that any copyright in the expression of such Confidential Information or Trade Secrets shall be the property of the Company, and that any patent rights and any invention or novel devices or processes developed by the use of such Confidential Information or Trade Secrets shall be the exclusive property of the Company. During the term of employment and for a period of (i) two (2) years thereafter for Confidential Information that is not a trade secret under Georgia law or (ii) until the Confidential Information that is a trade secret under Georgia law ceases to qualify as such, Optionee agrees that he shall protect any such Confidential Information and shall not, except in connection with the performance of his remaining duties for the Company, disclose or otherwise copy, reproduce, use, distribute or otherwise disseminate any such Confidential Information, or any physical embodiments thereof, to any person or entity. Optionee further agrees that he shall not, except in connection with the performance of his duties for the Company, disclose or otherwise copy, reproduce, distribute or otherwise disseminate any Trade Secrets, or any physical embodiments thereof, to any person or entity at any time during Optionee’s employment with the Company and for as long as such Trade Secrets remain trade secrets under Georgia law. Optionee will, in no event, take any action causing, or fail to take any action necessary in order to prevent any Confidential Information or Trade Secrets disclosed to or developed by Optionee...
Non-Disclosure Covenants. Employee acknowledges that as an integral part of the Company's business, the Company has developed, and will develop, at a considerable investment of time and expense, plans, procedures, methods of operation, methods of production, financial data, lists of actual and potential customers, suppliers, marketing strategies, plans for development and expansion, customer and supplier data, and other confidential and sensitive information, and Employee acknowledges that the Company has legitimate business interest in protecting the confidentiality of such information. Employee acknowledges that as COO/CFO for the Company, he will be entrusted with such information. Employee, therefore, acknowledges a continuing responsibility with respect to the protection of the information and agrees:
Non-Disclosure Covenants. The Executive hereby acknowledges that during the course of his employment, he will have access to and will become familiar with the confidential information of the Company and its business, including, without limitation, financial information, personnel information, lists of vendors, investors, partners and accounts, internal corporate information relating to the Company and its Related Entities, revenue information, information on prospective acquisitions and sales, leasing information, production and geologic information, seismic and geophysical information and such other information of a confidential nature which must remain confidential for the continuing success of the Company (the “Confidential Information”). Additionally, the Executive acknowledges that the Company's methods of doing business and the Confidential Information, as they may exist from time to time, are valuable, special and unique assets of the Company's business. Therefore, in consideration of the mutual promises herein contained, and for other good and valuable consideration, to protect the foregoing valuable property of the Company, the Company and the Executive expressly covenant and agree as follows:
Non-Disclosure Covenants. (a) Consultant covenants and agrees that it will not, at any time during the term of this Agreement, or at any time thereafter, communicate or disclose to any person, or use for its own account or for the account of any other person without the prior written consent of the Company, any confidential knowledge or information concerning any trade secret or confidential information concerning the business and affairs of the Company or any of its affiliates acquired by the Consultant during the term of this agreement. Consultant will not deliver, reproduce or in any way allow such information or documents to be delivered by it or any person or entity outside the Consultant without duly authorized specific direction or consent of the Company.
Non-Disclosure Covenants. (a) Xxxxxxx covenants and represents that Xxxxxxx has no interest in or claim to any information, whether or not in writing, of a private, secret, or confidential nature concerning the Company or Autocam (collectively, the “Proprietary Information”). Except as may otherwise be required by law, Xxxxxxx agrees not to, without the Company’s prior written consent, (i) disclose or transfer any Proprietary Information to any Person other than the Company or (ii) use any Proprietary Information for any unauthorized purpose, either during the term of this Agreement or the Restricted Period, unless and until such Proprietary Information has become available to the public generally without fault by Xxxxxxx.
(b) Xxxxxxx agrees that the portions of all files, letters, memoranda, reports, records, data, disks, electronic storage media, sketches, drawings, notebooks, program listings, or other written, photographic, or tangible material containing Proprietary Information (collectively, “Records”), whether created by Xxxxxxx or others, which shall come into Xxxxxxx’x custody or possession during the Restricted Period shall be and are the exclusive property of Company to be used by Xxxxxxx only in the performance of his or her duties for the Company. All such Records or copies thereof in Xxxxxxx’x custody or possession shall be delivered to the Company (i) upon any request by the Company and, in any event, (ii) upon the termination of the Restricted Period. After any such delivery, Employee shall not retain any such Records, copies thereof, or any other tangible property of Company.
(c) Xxxxxxx agrees that his obligations under Sections 2(a) and 2(b) above also extend to such types of information, know-how, records, and other tangible property of the Company’s customers, suppliers, or other third parties which may have disclosed or entrusted the same to Company or Xxxxxxx in the course of Company’s business.
Non-Disclosure Covenants. (a) For purposes of this Agreement, the following terms shall have the following respective meanings:
Non-Disclosure Covenants. Executive acknowledges that during the course of his employment with the Company, Executive had access and was privy to Confidential Information (including trade secrets) important to the Company’s businesses. Such Confidential Information includes, but is not limited to, matters of a technical nature such as methods, formulae, compositions, processes, discoveries, research projects, equipment, machines, inventions, computer programs/systems, and similar items, matters of a business nature such as information about the Company’s payroll, costing, purchasing, pricing, profits, markets, sales, customers, customer lists, sales materials, pricing information, business and marketing strategies, profit margins, customer preferences and requirements, records, memoranda, and company files, and matters pertaining to future developments, such as operational plans, business development, product ideas, future business strategies, and marketing. Executive acknowledges that such Confidential Information constitutes trade secrets pursuant to applicable statutes, including the Uniform Trade Secrets Act as adopted by the state in which the Executive resides, that the Confidential information Executive Initials JAA is worthy of protection, that the Confidential Information is the sole property of the Company, and that the covenants contained in this Agreement are a reasonable means to provide such protection. Accordingly, Executive agrees that for so long as the pertinent information or data remains Confidential Information, Executive shall not divulge or make use of any Confidential Information, directly or indirectly, personally or on behalf of any other person, business, corporation, or entity without prior written consent of the Company. Executive further acknowledges and agrees that any and all confidentiality agreements that Executive has previously entered into regarding the Company’s Confidential Information shall continue to remain in full force and effect and shall survive Executive’s separation of employment with the Company. Executive finally acknowledges and agrees that the agreement that provides the most protection to the Company’s Confidential Information (whether this Agreement or any confidentiality agreement previously entered into by Executive) shall govern Executive’s duties not to divulge or make use of the Company’s Confidential Information. Executive further agrees and acknowledges that he executed other agreements with that contain similar confident...
Non-Disclosure Covenants. Seller will not, at any time, (whether pursuant to a written agreement or otherwise), and Seller will cause its Affiliates not to, directly or indirectly, disclose, furnish, make available, or utilize any of the Proprietary Information. Seller's obligations under this Section 3(a) with respect to particular Proprietary Information will terminate only at such time (if any) as the Proprietary Information in question becomes generally known to the public other than through a breach of Seller's obligations under this Agreement. Notwithstanding the preceding sentence, the term "Proprietary Information" does not include information that is or becomes publicly available through no fault of Seller.
Non-Disclosure Covenants. 14.1 Non-Disclosure of Information by MCUS ------------------------------------- It is understood that the Disk Drive Business acquired by ST hereunder is of a confidential nature. MCUS agrees that it will and will procure that the MC Affiliates will never divulge or appropriate to their own use, or to the use of any third party, any Confidential Information (as hereinafter defined).
