Non-Disclosure of Confidential or Proprietary Information. The Grantee shall not at any time, whether during Grantee’s employment or following the termination of Grantee’s employment, directly or indirectly, publish, disclose or furnish to any entity, firm, corporation or person, except as otherwise required by law or as required as part of Grantee’s position with the Company, any Confidential or Proprietary Information with respect to any aspect of its operations, business or clients. "Confidential or Proprietary Information" shall mean any secret, confidential or proprietary information of a Xxxxx Inc. Company that is not generally known to the public to which you gain access by reason of your employment and includes, but is not limited to, information relating to all principals, officers, and employees, all present or potential clients and investors; work product developed by and research conducted by a Xxxxx Inc. Company; research reports, models, and notes; business and marketing plans; sales, trading and financial data and strategies; legal and/or regulatory matters; operational costs; pitch books and presentation materials; client and investor lists; client contact and account information; pipelines; investor information; budgets; engagement letters; all current and prospective client confidential information; financial models; and internal procedures, manuals and guidebooks. This Paragraph does not prohibit any disclosure: (i) made for the purpose of reporting a suspected violation of law or claiming retaliation for reporting a violation of law in confidence to (A) the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, FINRA, or any other federal, state or local government, agency or commission (“Government Agency”), (B) your attorney, or (C) in a sealed court document; (ii) made in cooperation with an investigation by a Government Agency; or (iii) required pursuant to a subpoena or other legal process; provided, however, with respect to a disclosure under (iii), other than to a Government Agency, that Grantee agrees to give the Company prompt written notice of the disclosure so that the Company may seek a protective order or waive Grantee’s compliance with this paragraph. Upon termination of Grantee’s employment for any reason, or at any other time requested by the Employer or the Company, Grantee agrees to immediately return all Confidential or Proprietary Information in Grantee’s possessi...
Non-Disclosure of Confidential or Proprietary Information. The Selling Stockholder acknowledges that, as a result of his association with the Company including, without limitation, the ownership of shares of capital stock of the Company, and his employment by the Company, the Selling Stockholder has acquired confidential or proprietary information of special value to the Company and its subsidiaries, and the Selling Stockholder covenants and agrees that the Selling Stockholder and its affiliates shall not during the Restricted Period directly or indirectly disclose any confidential or proprietary information of the Company or any of its subsidiaries to any Person, except with the prior written permission of the Company. For purposes of this Section 4, the term "CONFIDENTIAL OR PROPRIETARY INFORMATION" means any and all information which relates to matters such as, but not necessarily limited to, trade secrets, research and development activities, books and records, customer lists, suppliers, distribution channels, pricing information and private processes as they may exist from time to time which the Selling Stockholder has obtained or had disclosed to it as a result of its past association with the Company and its subsidiaries. This Section 4 shall not be violated by disclosure of information which (i) at the time of disclosure is publicly available through no act or omission by the Selling Stockholder or any of its affiliates or (ii) is disclosed pursuant to a court order or as otherwise required by law, on condition that notice of the requirement for such disclosure is given to the Company prior to the Selling Stockholder making or permitting any such disclosure and that the Selling Stockholder shall cooperate in such manner as the Company may reasonably request in resisting such disclosure.
Non-Disclosure of Confidential or Proprietary Information. 10.1. The Developer acknowledges that during the course of his/her engagement with Xxxxxxxxx, he/she will have and/or has had access to information about Tesseract and/or its affiliates or otherwise in its possession and that his/her engagement with Xxxxxxxxx shall bring him/her into close contact with many confidential affairs of Tesseract, its affiliates, customers and users, including without limitation, Xxxxxxxxx’s information regarding the following:
(a) customer data, customer intellectual property, any Tesseract data, in particular, names, addresses of present or prospective customers/users;
(b) business data, particularly data relating to new products and new applications, promotion campaigns, distribution strategies, license agreements, pricing and other commercial terms, terms and conditions of contracts and transactions between the customers/users and Tesseract, and/ or any information directly or incidentally connected to any intellectual property;
(c) any data, documents, plans, drawings, photographs, reports, statements correspondence, etc. and technical information, know-how and instructions as well as business details or commercial policies including papers and documents, computer floppies, compact discs or other media containing the same;
(d) any information relating to Tesseract and its customers/users’ (whether past, present, or future) sensitive personal information, financial data, financial results and projections, costs and prices, details of employees, consultants, developers, agents, vendors, customer, technologies, technical and business strategies, business and marketing plans and reports, marketing and sales techniques, contracts;
(e) any information relating to Tesseract and its customers’ (whether past, present, or future) platforms, servers, internal controls, computer or data processing programs, algorithms, electronic data processing applications, security procedures, hardware, designs, drawings, machines, tools, models, computer programs, software applications, software tools, source codes, object codes, protocols, product descriptions, development schedules, choices of product names, trade secrets or know how;
(f) information not known to Tesseract's competitors nor intended by Tesseract for general dissemination; and
(g) any information relating to the prior, current or contemplated products or services offered and information that the Developer has a reasonable basis to believe that it is not in the public domain or was...
Non-Disclosure of Confidential or Proprietary Information. Confidential or Proprietary Information" includes any and all information related to the business of the Company, its customers or its employees (including but not limited to information concerning corporate planning, financial matters, pricing, contacts, customers, customer lists, contracts, employees, potential employees, products, services, sales and service records, business records, promotional materials, internal operating reports, customer strategy information, employment and payroll records, marketing information, manuals, billing reports, management methods and systems, materials, procedures, forms, marketing and sales strategies, bids, proposals, and any other information relating to the business of the Company or its customers). Confidential or Proprietary Information is and will remain the sole property of the Company. Employee will treat all Confidential or Proprietary Information as strictly confidential. Employee will not disclose Confidential or Proprietary Information to any other person or entity, or use such information for the benefit of Employee or any party other than the Company. Upon termination of employment, Employee shall immediately return to the Company all documents or materials which are the property of the Company or which contain any Confidential or Proprietary Information.
Non-Disclosure of Confidential or Proprietary Information. ISSI and Employee each represent, warrant and agree that the information provided by ISSI, its Board of Directors or and authorized committee thereof to Employee is proprietary in nature and will not be disseminated or disclosed to third parties without first obtaining written permission from ISSI. Such confidential information includes, but is not limited to, information, knowledge, dates or property concerning any process, apparatus or product manufactured, used, developed, investigated or considered by ISSI and also specifically includes all confidential and/or proprietary information of any other company revealed by ISSI, its Board of Directors or an authorized committee thereof in confidence. All confidential information including memoranda, notes, records, papers or other documents (and all copies thereof) relating to ISSI's business and all property associated therewith in any way obtained by Employee from ISSI, its Board of Directors or an authorized committee thereof shall remain the property of ISSI and shall be delivered to ISSI at any time upon ISSI's request. Such confidential information includes, but is not limited to, any process, apparatus or product manufactured, used, developed, investigated or considered by ISSI.
Non-Disclosure of Confidential or Proprietary Information. Executive further understands and agrees that Executive shall not disclose to any third party any confidential or proprietary information of the Company and/or its clients regardless of how acquired or learned. By way of example and not limitation, such information includes client lists and/or related information, product plans and design, pricing, management organization or other organization charts, sales or marketing plans, compensation structures and data, product quality, research and development plans, and other business activities and plans. This Paragraph shall not restrict Executive’s obligation to disclose such information pursuant to legal requirements, provided Executive first gives the Company prompt notice of such legal process and a copy of same in order that it shall have the opportunity to object to the disclosure of such information. Executive reaffirms the obligations Executive undertook when Executive signed the Proprietary Information And Invention Assignment (For Employees), attached
Non-Disclosure of Confidential or Proprietary Information. 5.1 The Employee acknowledges that during the course of his/her employment, he/she will have and / or has had access to information about the Company, the Investors, and / or its respective Affiliates (“Stakeholders”) or otherwise in its possession and that his/her employment with the Company shall bring him into close contact with many confidential affairs of the Stakeholders, including without limitation, information regarding the following:
(a) management, methods and operating techniques;
(b) procedures and methods;
(c) inventions, customers, tools and machines;
(d) sales, advertising and marketing methods;
(e) development and service methods;
(f) business techniques;
(g) information regarding customers and properties;
(h) information regarding employees and personnel;
(i) training techniques, manuals and procedures;
(j) hardware systems and software programs; and
(k) information relating to the prior, current or contemplated products or services offered and information that the Employee has a reasonable basis to believe was accepted by the Stakeholders (as applicable) from any third party under obligations of confidentiality (collectively, the “Confidential Information”).
5.2 The Employee acknowledges that such Confidential Information is not readily available to the public other than in normal course of business and was developed by the Stakeholders (as applicable) with great effort and expense.
5.3 In recognition of the foregoing, during and after the termination of his/her employment (regardless of the reason for any such termination) and until such time as the Confidential Information is generally published or is available to the general public other than through the Employee’s unauthorized disclosure, the Employee shall not, without the prior written consent of the Company, disclose or use or make available for anyone to use (except in the course of his/her employment by, or in furtherance of the business of the Company and Affiliates) any Confidential Information and the Employee shall during the continuance of his/her employment by the Company use his/her best efforts to prevent the unauthorized publication or misuse of any Confidential Information; provided however that Confidential Information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by the Employee or his/her Affiliates).
5.4 All documents, records, data, apparatus, equipment and physical property, whether or not perta...
Non-Disclosure of Confidential or Proprietary Information. The Employee acknowledges that during the course of his/her employment, he/she will have and / or has had access to information about the Company, the Investors, and / or its Stakeholders t his/her employment with the Company shall bring him into close contact with many confidential affairs of the Stakeholders, including without limitation, information regarding the following:
Non-Disclosure of Confidential or Proprietary Information. At all times, during and after Employee’s employment with BCCHS, whether termination of Employee’s employment is voluntary or involuntary, Employee hereby agrees to the following:
a. Employee shall keep in the strictest confidence and trust any and all confidential and proprietary information, including without limitation any and all information referenced in Section 2 above;
b. Employee shall not knowingly disclose, communicate, use or induce or assist in the use or disclosure of any confidential or proprietary information to any unauthorized person or third party or take any action related to any confidential or proprietary information as may be necessary in the ordinary course of performing the Employee’s duties without the prior express written consent of BCCHS;
c. Employee shall use any and all confidential or proprietary information solely for the purpose of performing his/her duties on behalf of BCCHS and for no other purpose;
d. Employee shall comply with all controls and procedures established by BCCHS regarding the access and use of confidential or proprietary information;
e. Employee shall neither reproduce, duplicate, or copy any confidential or proprietary information nor use such information commercially or for any purpose other than in the performance of his/her duties on behalf of BCCHS;
f. Employee is prohibited from removing any confidential information, related documents or proprietary property or information without the prior written authorization of BCCHS;
g. Employee shall exercise reasonable care to avoid the inadvertent, accidental, or unauthorized disclosure, access, modification, or destruction of confidential or proprietary information and will be bound by and required to adhere to the provisions contained in this Agreement and any other confidentiality agreement that may be executed between BCCHS and other organizations;
h. When discussing confidential or proprietary information with other authorized employees in the course of preforming the Employee’s duties, Employee shall exercise reasonable care to not discuss such information in public areas, hallways, gathering spaces, etc. and maintain a private conversation that will not be overheard by people who are not authorized to have access to such information; and
i. At all times during his/her employment, Employee shall promptly advise and notify BCCHS of any knowledge that he/she may have of any unauthorized release, access, disclosure, or use of BCCHS confidential or proprieta...
Non-Disclosure of Confidential or Proprietary Information. Employee shall not disclose to any third party any confidential or proprietary information of the Company and/or its clients regardless of how acquired or learned. By way of example and not limitation, such information includes client information, compensation structures and data, rate structures, management organization or other organization charts, sales or marketing plans, research and development plans, and other business and/or activities and plans. This paragraph shall not restrict Employee’s obligation to disclose such information pursuant to legal requirements, provided that, to the extent legally permissible to do so, Employee first gives the Company prompt notice of such legal process in order that it shall have the opportunity to object to the disclosure of such information. This paragraph does not limit Employee’s obligations under Section 8 of the Employment Agreement, which is incorporated herein by reference. Furthermore, the restrictions contained in this Section 4 shall not apply to information which is publicly known.
