Non-Disparagement and Confidentiality. Except as may be required by law or as consented to in writing by an authorized officer or agent of the Company, Executive agrees not to make any statements whatsoever, directly or indirectly, written or oral, which could reasonably become public, which could be interpreted as embarrassing, disparaging, prejudicial, or in any way detrimental or inimical to the interests of the Company. Furthermore, Executive agrees to hold confidential and not to disclose, make public, or to communicate orally or in writing to any person or entity (other than Executive’s significant other and immediate family), directly or indirectly, the terms of this Agreement or any matters set forth herein, except only: (a) as may be compelled by court orders; (b) as may be necessary to enforce the terms of this Agreement; (c) to legal, accounting, and financial advisors; (d) as may be necessary in connection with the application for or obtaining loans or credit; (e) as may be necessary to comply with applicable laws and government regulations; or, (f) as may be necessary or desirable in obtaining future employment.
Non-Disparagement and Confidentiality. Employee agrees not to make any defamatory or derogatory statements concerning any of the Released Parties. Provided inquiries are directed to ID Systems’ Department of Human Resources, ID Systems shall disclose to prospective employers information limited to Employee’s dates of employment and last position held by Employee. Employee confirms and agrees that Employee shall not, directly or indirectly, disclose to any person or entity or use for Employee’s own benefit, any confidential information concerning the business, finances or operations of ID Systems or its customers; provided, however, that Employee’s obligations under this Section 7 shall not apply to information generally known in ID Systems’ industry through no fault of Employee or the disclosure of which is required by law after reasonable notice has been provided to ID Systems sufficient to enable ID Systems to contest the disclosure. Confidential information shall include, without limitation, trade secrets, customer lists, details of contracts, pricing policies, operational materials, marketing plans or strategies, security and safety plans and strategies, project development, and any other non-public or confidential information of, or relating to, ID Systems or its affiliates. Employee also agrees that the amounts paid to Employee and all of the other terms of this Agreement shall be kept confidential, unless ID Systems discloses them in a public filing. Employee acknowledges that he continues to be bound by the Confidentiality, Assignment of Contributions and Inventions, Non-Competition and Non-Solicitation Agreement (the “Covenants Agreement”).
Non-Disparagement and Confidentiality. The Company and you promise and agree not to disparage one another or the Released Parties, the Company’s employees, products or services. You further promise and agree not to disclose or discuss, directly or indirectly, in any manner whatsoever, any information regarding the substance and/or nature of any dispute between the Company and any employee or former employee, including yourself. You agree that the only people with whom you may discuss this confidential information are your legal and financial advisors and your spouse, if applicable, provided they agree to keep the information confidential, federal and state tax authorities, the state unemployment compensation department, other government agencies, or as otherwise required by law. The Company and you will reach a mutually agreeable statement regarding any termination under the Agreement.
Non-Disparagement and Confidentiality. You promise and agree not to disparage CSI, its directors, officers, shareholders, employees, products or services, and CSI agrees to instruct its Executive level employees and its Board of Directors as of June 30, 2017 not to disparage you, either orally or in writing. You further promise and agree not to disclose or discuss, directly or indirectly, in any manner whatsoever, any information regarding either (1) the contents and terms of this Agreement, or (2) the substance and/or nature of any dispute between CSI and any employee or former employee, including yourself. Notwithstanding the foregoing, nothing in this Section 9 or this Agreement shall prohibit or limit you from discussing or disclosing this confidential information with or to your legal and financial advisors and your spouse, if applicable, provided they agree to keep the information confidential, or from freely and truthfully communicating with, with or without notice to CSI, federal and state tax authorities, the state unemployment compensation department, other government agencies, or as otherwise required or allowed by law. You acknowledge and agree that CSI has obligations to describe the contents and terms of this Agreement and file this Agreement pursuant to the rules and regulations of the SEC (as defined above).
Non-Disparagement and Confidentiality. You agree that you will not disparage or criticize the Company or its business, product candidates, officers, directors or employees, and that you will not otherwise do or say anything that could harm the interests or reputation of the Company or its employees.
Non-Disparagement and Confidentiality. Employee agrees not to make any defamatory or derogatory statements concerning any of the Released Parties. Provided inquiries are directed to the Human Resources Department, Employer shall disclose to prospective employers information limited to Employee’s dates of employment and last position held by Employee. Employer will also provide Employee a reference upon request. Employee confirms and agrees that Employee shall not, directly or indirectly, disclose to any person or entity or use for Employee’s own benefit, any confidential information concerning the business, projects, finances or operations of Employer, its affiliates or subsidiaries or any of its customers; provided, however, that Employee’s obligations under this Section 10 shall not apply to information that is in the public domain through no fault of Employee or the disclosure of which is required by law after reasonable notice has been provided to Employer sufficient to enable Employer to contest the disclosure. Confidential information shall include, without limitation, all trade secrets, know-how, show-how, technical, operating, financial, and other business information and materials, whether or not reduced to writing or other medium and whether or not marked or labeled confidential, proprietary or the like, including, but not limited to, information regarding source codes, software programs, computer systems, logos, designs, formulae, sales, marketing and pricing techniques, procedures, inventions, products, improvements, methodology, processes, concepts, records, files, memoranda, reports, plans, proposals, price lists, customer and supplier lists, and customer and supplier information. Employee acknowledges and agrees that this Separation Agreement and the terms hereof may be publicly disclosed by Employer in various of its filings with the Securities and Exchange Commission in accordance with its public reporting requirements. Until such time, if it were to occur, Employee shall not reveal the terms of this Separation Agreement to anyone, except to Employee’s immediate family, legal and financial advisors and then only after securing the agreement of such individual to maintain the confidentiality of this Separation Agreement, or in response to a subpoena or other legal process, after reasonable notice has been provided to Employer sufficient to enable Employer to contest the disclosure. Employee acknowledges that Employee continues to be bound by the terms of the Proprietary Informat...
Non-Disparagement and Confidentiality. 91. Each Party covenants that neither it, nor anyone else on its behalf or with its consent, shall make, publish, instigate, assist, or participate in any statement (in oral, written, electronic, or any other form, and whether or not legally constituting a cause of action) which (i) would disparage, denigrate, ridicule, libel, or slander the other Party, (ii) would expose the other Party to hatred, contempt, embarrassment, or ridicule, or (iii) is otherwise negative or derogatory concerning the other Party. Nothing in this Agreement shall prevent the Receiver from reporting his activities to the Court, the Examiner, and the SEC, or from responding as necessary to inquiries from the Court and other Authority; or from carrying out any of his duties under the Second Amended Order Appointing Receiver (or other order addressing the scope of the Receiver’s duties). Nothing in this Agreement shall prevent the Antiguan Liquidators from reporting their activities to the Eastern Caribbean Supreme Court in Antigua and Barbuda or from responding as necessary to inquiries from that court and other Authority; or from carrying out any of their duties under their appointing orders (or other order addressing the scope of their duties).
92. The Parties will keep confidential and shall not publish, communicate, or otherwise disclose, directly or indirectly, in any manner whatsoever, Confidential Information to any non-Party except (i) a Party may disclose Confidential Information pursuant to a legal obligation, court order, or lawfully issued subpoena, but only after providing prompt notice to the other Party so that, to the extent practicable, the other Party has time, before disclosure of any Confidential Information, to seek and obtain a protective order preventing or limiting disclosure;
Non-Disparagement and Confidentiality. Executive agrees not to make any defamatory or derogatory statements concerning any of the Released Parties. Provided inquiries are directed to the Company’s Senior Vice President, Corporate Development, the Company shall disclose to prospective employers information limited to Executive’s dates of employment and last position held by Executive. Executive confirms and agrees that Executive shall comply with the terms of the Employment Agreement (including, without limitation, Section 7, 8 and 10 of the Employment Agreement) and shall not, directly or indirectly, disclose to any person or entity or use for Executive’s own benefit, any confidential information concerning the business, projects, finances or operations of the Company, its affiliates or subsidiaries or any of their respective customers; provided, however, that Executive’s obligations under this Section 6 shall not apply to information generally known in the Company’s industry through no fault of Executive or the disclosure of which is required by law after reasonable notice has been provided to the Company sufficient to enable the Company to contest the disclosure. Confidential information shall include, without limitation, all trade secrets, know-how, show-how, technical, operating, financial, and other business information and materials, whether or not reduced to writing or other medium and whether or not marked or labeled confidential, proprietary or the like, including, but not limited to, information regarding pricing, margins, customer contact and customer profiles.
Non-Disparagement and Confidentiality. The Company and you each agree that following the date of this Agreement, neither will intentionally, directly or indirectly, disparage, whether or not true, the name or reputation of the other party. You also promise and agree not to disclose or discuss, directly or indirectly, in any manner whatsoever, any information regarding either (1) the contents and terms of this Agreement, or (2) the substance and/or nature of any dispute between the Company and any employee or former employee, including yourself. You agree that the only people with whom you may discuss this confidential information are your legal, financial and tax advisors and your spouse, if applicable, provided they agree to keep the information confidential, or as otherwise required by law.
Non-Disparagement and Confidentiality. The Named Plaintiffs and their counsel will not publicly disparage Defendants or any Individual Board Members or Individual Committee Members as to the Action, the Plan, or the Settlement, and will not discuss the case, facts or allegations in the case, or terms of the settlement outside of mutually agreeable public filings concerning the settlement or contested court filings.
