Common use of Non-Disclosure of Proprietary Information Clause in Contracts

Non-Disclosure of Proprietary Information. Executive acknowledges that during the course of Executive's employment with SUB Executive received, obtained or became aware of or had access to proprietary information, lists and records of customers and trade secrets which are the property of SUB and which are not known by competitors or generally by the public ("Proprietary Information") and recognizes such Proprietary Information to be valuable and unique assets of SUB. For purposes of this subparagraph: (i) Proprietary Information is deemed to include, without limitation, (A) marketing materials, marketing manuals, policy manuals, procedure manuals, policy and procedure manuals, operating manuals and procedures and product documentation, (B) all information about pricing, products, procedures, practices, business methods, systems, plans, strategies or personnel of SUB, (C) circumstances surrounding the relationships with, knowledge of, or information about the customers, clients, and accounts of SUB, including but not limited to the identity of current active customers or prospects who have been contacted by SUB, the expiration dates and other terms of loans or deposit or other banking relationships, details or special product provisions or special combinations of products, or special prices, and (D) all other information about SUB which has not been disclosed in documents filed with the U.S. Securities and Exchange Commission or otherwise publicly disseminated by SUB, whether or not that information is recorded and notwithstanding the method of recordation, if any; and (ii) Proprietary Information is deemed to exclude all information legally in the public domain. Executive agrees to hold the Proprietary Information in the strictest confidence and agrees not to use or disclose any Proprietary Information, directly or indirectly, at any time for any purpose, without the prior written consent of SUB or to use for Executive's benefit or the benefit of any person, firm, corporation or other entity (other than SUB), any Proprietary Information, and to use Executive's best efforts to prevent such prohibited use or disclosure by any other persons. Executive has returned all Proprietary Information in Executive's possession or control to SUB.

Appears in 4 contracts

Samples: Termination Agreement (Summit Bancorp/Nj/), Termination Agreement (Summit Bancorp/Nj/), Agreement and Plan of Merger (Summit Bancorp/Nj/)

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Non-Disclosure of Proprietary Information. Executive acknowledges that during the course of Executive's employment with SUB Executive received, obtained or became aware of or had access to proprietary information, lists and records of customers and trade secrets which are the property of SUB and which are not known by competitors or generally by the public ("Proprietary Information") and recognizes such Proprietary Information to be valuable and unique assets of SUB. For purposes of this subparagraph: (i) Proprietary Information is deemed to include, without limitation, (A) marketing materials, marketing manuals, policy manuals, procedure manuals, policy and procedure manuals, operating manuals and procedures and product documentation, (B) all information about pricing, products, procedures, practices, business methods, systems, plans, strategies or personnel of SUB, (C) circumstances surrounding the relationships with, knowledge of, or information about the customers, clients, and accounts of SUB, including but not limited to the identity of current active customers or prospects who have been contacted by SUB, the expiration dates and other terms of loans or deposit or other banking relationships, details or special product provisions or special combinations of products, or special prices, and (D) all other information about SUB which has not been disclosed in documents filed with the U.S. Securities and Exchange Commission or otherwise publicly disseminated by SUB, whether or not that information is recorded and notwithstanding the method of recordation, if any; and (ii) Proprietary Information is deemed to exclude all information legally in the public domain. Executive agrees to hold the Proprietary Information in the strictest confidence and agrees not to use or disclose any Proprietary Information, directly or indirectly, at any time for any purpose, without the prior written consent of SUB or to use for Executive's benefit or the benefit of any person, firm, corporation or other entity (other than SUB), any Proprietary Information, and to use Executive's best efforts to prevent such prohibited use or disclosure by any other persons. Executive has returned all Proprietary Information in Executive's possession or control to SUB. In the event that Executive is required or compelled by judicial or investigative process to disclose Proprietary Information, such disclosure shall be permitted, provided that Executive shall promptly notify SUB upon receipt of such process in order to afford SUB the opportunity to obtain an appropriate protective order concerning the Proprietary Information, and Executive agrees to cooperate with SUB in the event that SUB seeks such a protective order.

Appears in 1 contract

Samples: Solicitation Agreement (Summit Bancorp/Nj/)

Non-Disclosure of Proprietary Information. Executive Employee acknowledges that during the course of ExecutiveEmployee's employment with SUB Executive Employer, Employee received, obtained or became aware of or had access to proprietary information, lists and records of customers and trade secrets which are the property of SUB Employer and which are not known by competitors or generally by the public ("Proprietary Information") and recognizes such Proprietary Information to be valuable and unique assets of SUBEmployer. For purposes of this subparagraph: (i) Proprietary Information is deemed to include, without limitation, (A) marketing materials, marketing manuals, policy manuals, procedure manuals, policy and procedure manuals, operating manuals and procedures and product documentation, (B) all information about pricing, products, procedures, practices, business methods, systems, plans, strategies or personnel of SUBEmployer, (C) circumstances surrounding the relationships with, with knowledge of, or information about the customers, clients, clients and accounts of SUBEmployer, including including, but not limited to to, the identity of current active DRAFT customers or prospects who have been contacted by SUBEmployer, the expiration dates and other terms of loans or deposit or other banking relationships, details or special product provisions or special combinations of products, or special prices, and (D) all other information about SUB Employer which has not been disclosed in documents filed with the U.S. Securities and Exchange Commission or otherwise publicly disseminated by SUBEmployer, whether or not that information is recorded and notwithstanding the method of recordation, if any; and (ii) Proprietary Information is deemed to exclude all information legally in the public domain. Executive Employee agrees to hold the Proprietary Information in the strictest confidence and agrees not to use or disclose any Proprietary Information, directly or indirectly, at any time for any purpose, without the prior written consent of SUB Employer or to use for ExecutiveEmployee's benefit or the benefit of any person, firm, corporation or other entity (other than SUB), Employer) any Proprietary Information, and to use ExecutiveEmployee's best efforts to prevent such prohibited use or disclosure by any other persons. Executive Employee has returned all Proprietary Information in ExecutiveEmployee's possession or control to SUBof Employee.

Appears in 1 contract

Samples: Employment Agreement (Somerset Hills Bancorp)

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Non-Disclosure of Proprietary Information. Executive Employee acknowledges that during the course of ExecutiveEmployee's employment with SUB Executive Employer, Employee received, obtained or became aware of or had access to proprietary information, lists and records of customers and trade secrets which are the property of SUB Employer and which are not known by competitors or generally by the public ("Proprietary Information") and recognizes such Proprietary Information to be valuable and unique assets of SUBEmployer. For purposes of this subparagraph: (i) Proprietary Information is deemed to include, without limitation, (A) marketing materials, marketing manuals, policy manuals, procedure manuals, policy and procedure manuals, operating manuals and procedures and product documentation, (B) all information about pricing, products, procedures, practices, business methods, systems, plans, strategies or personnel of SUBEmployer, (C) circumstances surrounding the relationships with, with knowledge of, or information about the customers, clients, clients and accounts of SUBEmployer, including including, but not limited to to, the identity of current active customers or prospects who have been contacted by SUBEmployer, the expiration dates and other terms of loans or deposit or other banking relationships, details or special product provisions or special combinations of products, or special prices, and (D) all other information about SUB Employer which has not been disclosed in documents filed with the U.S. Securities and Exchange Commission or otherwise publicly disseminated by SUBEmployer, whether or not that information is recorded and notwithstanding the method of recordation, if any; and (ii) Proprietary Information is deemed to exclude all information legally in the public domain. Executive Employee agrees to hold the Proprietary Information in the strictest confidence and agrees not to use or disclose any Proprietary Information, directly or indirectly, at any time for any purpose, without the prior written consent of SUB Employer or to use for ExecutiveEmployee's benefit or the benefit of any person, firm, corporation or other entity (other than SUB), Employer) any Proprietary Information, and to use ExecutiveEmployee's best efforts to prevent such prohibited use or disclosure by any other persons. Executive Employee has returned all Proprietary Information in ExecutiveEmployee's possession or control to SUBof Employee.

Appears in 1 contract

Samples: Employment Agreement (Somerset Hills Bancorp)

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