Nondisclosure Agreement. Employee, during the term of employment under this Agreement, shall have access to and become familiar with various trade secrets and proprietary and confidential information consisting of, but not limited to, processes, computer programs, compilations of information, records, sales procedures, customer requirements, pricing techniques, customer lists, methods of doing business and other confidential information (collectively referred to as the “Trade Secrets”), which are owned by Employer and its affiliates and regularly used in the operation of its business, but in connection with which Employer takes precautions to prevent dissemination to persons other than certain directors, officers and employees. Employee acknowledges and agrees that the Trade Secrets (a) are secret and not known in the industry; (b) are entrusted to Employee after being informed of their confidential and secret status by Employer and because of the fiduciary position occupied by Employee with Employer; (c) have been developed by Employer for and on behalf of Employer through substantial expenditures of time, effort and money and are used in its business; (d) give Employer an advantage over competitors who do not know or use the Trade Secrets; (e) are of such value and nature as to make it reasonable and necessary to protect and preserve the confidentiality and secrecy of the Trade Secrets; and (f) the Trade Secrets are valuable, special and unique assets of Employer, the disclosure of which could cause substantial injury and loss of profits and goodwill to Employer. Employee shall not use in any way or disclose any of the Trade Secrets, directly or indirectly, either during the term of this Agreement or at any time thereafter, except as required in the course of his employment under this Agreement. All files, records, documents, information, data and similar items relating to the business of Employer, whether prepared by Employee or otherwise coming into his possession, shall remain the exclusive property of Employer and shall not be removed from the premises of Employer under any circumstances without the prior written consent of the Board of Directors of Employer (except in the ordinary course of business during Employee’s period of active employment under this Agreement), and in any event shall be promptly delivered to Employer upon termination of this Agreement. Employee agrees that upon his receipt of any subpoena, process or other request to produce or divulge, directly or indirectly, any Trade Secrets to any entity, agency, tribunal or person, Employee shall timely notify and promptly hand deliver or deliver through a reputable overnight delivery service a copy of the subpoena, process or other request to the President of Employer.
Appears in 2 contracts
Samples: Employment Agreement (Knight Energy Corp.), Employment Agreement (Knight Energy Corp.)
Nondisclosure Agreement. Employee, during the term of employment under this AgreementTerm, shall have access to and become familiar with various trade secrets and proprietary and confidential information consisting of, but not limited to, processes, computer programs, compilations of information, records, sales procedures, customer requirements, pricing techniques, customer lists, methods of doing business and other confidential information (collectively referred to as the “Trade Secrets”), which are owned by Employer and its affiliates and regularly used in the operation of its business, but in connection with which Employer takes precautions to prevent dissemination to persons other than certain directors, officers and employeesConfidential Information. Employee acknowledges and agrees that the Trade Secrets Confidential Information (a) are is secret and not known in the industry; (b) are is entrusted to Employee after being informed of their confidential and secret status by Employer the Company and because of the fiduciary position occupied by Employee with Employerthe Company; (c) have has been developed by Employer the Company for and on behalf of Employer the Company through substantial expenditures of time, effort and money and are used in its business; (d) give Employer gives the Company an advantage over competitors who do not know or use the Trade SecretsConfidential Information; (e) are is of such value and nature as to make it reasonable and necessary to protect and preserve the confidentiality and secrecy of the Trade SecretsConfidential Information; and (f) the Trade Secrets are Confidential Information constitutes a valuable, special and unique assets asset of Employerthe Company, the disclosure of which could cause substantial injury and loss of profits and goodwill to Employerthe Company. Employee shall not use in any way or disclose any of the Trade SecretsConfidential Information, directly or indirectly, either during the term Term or for a period of this Agreement or at any time one year thereafter, except as required in the course of his employment under this Agreement. All files, records, documents, information, data and similar items relating to the business of Employerthe Company, whether prepared by Employee or otherwise coming into his possession, shall remain the exclusive property of Employer the Company and shall not be removed from the premises of Employer the Company under any circumstances without the prior written consent of the Board of Directors of Employer (except in the ordinary course of business during Employee’s 's period of active employment under this Agreement), and in any event shall be promptly delivered to Employer the Company upon termination of this Agreement. Employee agrees that upon his receipt of any subpoena, process or other request to produce or divulge, directly or indirectly, any Trade Secrets Confidential Information to any entity, agency, tribunal or person, Employee shall timely notify and promptly hand deliver or deliver through a reputable overnight delivery service a copy of the subpoena, process or other request to the President Board. For this purpose, Employee irrevocably nominates and appoints the Company (including any attorney retained by the Company), as his true and lawful attorney-in-fact, to act in Employee's name, place and stead to perform any act that Employee might perform to defend and protect against any disclosure of Employerany Confidential Information.
(a) For purposes of this Agreement, the term "Confidential Information" shall mean various trade secrets and proprietary and confidential information consisting of, but not limited to, computer programs, compilations of information, business records, methods of doing business and other confidential information which is owned by the Company and regularly used in the operation of its business, but in connection with which the Company takes precautions to prevent dissemination to persons other than certain directors, officers and employees. Notwithstanding the foregoing, the term "Confidential Information" shall not include such portions of such Confidential Information which (i) are or become generally available to the public other than as a result of a disclosure by Employee, (ii) were in Employee's possession on a nonconfidential basis prior to its receipt of such information, or (iii) become available to Employee on a nonconfidential basis from a source other than the Company or its employees, directors, agents, representatives (including attorneys, accountants and financial advisors) or others acting on the Company's behalf.
Appears in 2 contracts
Samples: Employment Agreement (Interdent Inc), Employment Agreement (Interdent Inc)
Nondisclosure Agreement. Employee, during the term of employment under this Agreement, shall have access to and become familiar with various trade secrets and proprietary and confidential information consisting of, but not limited to, processes, computer programs, compilations of information, records, sales procedures, customer requirements, pricing techniques, customer lists, methods of doing business and other confidential information (collectively referred to as the “"Trade Secrets”"), which are owned by Employer and its affiliates and regularly used in the operation of its business, but in connection with which Employer takes precautions to prevent dissemination to persons other than certain directors, officers and employees. Employee acknowledges and agrees that the Trade Secrets (a) are secret and not known in the industry; (b) are entrusted to Employee after being informed of their confidential and secret status by Employer and because of the fiduciary position occupied by Employee with Employer; (c) have been developed by Employer for and on behalf of Employer through substantial expenditures of time, effort and money and are used in its business; (d) give Employer an advantage over competitors who do not know or use the Trade Secrets; (e) are of such value and nature as to make it reasonable and necessary to protect and preserve the confidentiality and secrecy of the Trade Secrets; and (f) the Trade Secrets are valuable, special and unique assets of Employer, the disclosure of which could cause substantial injury and loss of profits and goodwill to Employer. Employee shall not use in any way or disclose any of the Trade Secrets, directly or indirectly, either during the term of this Agreement or at any time thereafter, except as required in the course of his employment under this Agreement. All files, records, documents, information, data and similar items relating to the business of Employer, whether prepared by Employee or otherwise coming into his possession, shall remain the exclusive property of Employer and shall not be removed from the premises of Employer under any circumstances without the prior written consent of the Board of Directors of Employer (except in the ordinary course of business during Employee’s 's period of active employment under this Agreement), and in any event shall be promptly delivered to Employer upon termination of this Agreement. Employee agrees that upon his receipt of any subpoena, process or other request to produce or divulge, directly or indirectly, any Trade Secrets to any entity, agency, tribunal or person, Employee shall timely notify and promptly hand deliver or deliver through a reputable overnight delivery service a copy of the subpoena, process or other request to the President of Employer.
Appears in 2 contracts
Samples: Employment Agreement (RG America, Inc.), Employment Agreement (RG America, Inc.)
Nondisclosure Agreement. Employee, during the term of employment under this Agreement, shall have access to and become familiar with various trade secrets and proprietary and confidential information consisting of, but not limited to, processes, computer programs, compilations of information, records, sales procedures, customer requirements, pricing techniques, customer lists, methods of doing business and other confidential information (collectively referred to as the “"Trade Secrets”"), which are owned by Employer and its affiliates and regularly used in the operation of its business, but in connection with which Employer takes precautions to prevent dissemination to persons other than certain directors, officers and employees. Employee acknowledges and agrees that the Trade Secrets (a) are secret and not known in the industry; (b) are entrusted to Employee after being informed of their confidential and secret status by Employer and because of the fiduciary position occupied by Employee with Employer; (c) have been developed by Employer for and on behalf of Employer through substantial expenditures of time, effort and money and are used in its business; (d) give Employer an advantage over competitors who do not know or use the Trade Secrets; (e) are of such value and nature as to make it reasonable and necessary to protect and preserve the confidentiality and secrecy of the Trade Secrets; and (f) the Trade Secrets are valuable, special and unique assets of Employer, the disclosure of which could cause substantial injury and loss of profits and goodwill to Employer. Employee shall not use in any way or disclose any of the Trade Secrets, directly or indirectly, either during the term of this Agreement or at any time thereafter, except as required in the course of his employment under this Agreement. All files, records, documents, information, data and similar items relating to the business of Employer, whether prepared by Employee or otherwise coming into his possession, shall remain the exclusive property of Employer and shall not be removed from the premises of Employer under any circumstances without the prior written consent of the Board of Directors of Employer (except in the ordinary course of business during Employee’s 's period of active employment under this Agreement), and in any event shall be promptly delivered to Employer upon termination of this Agreement. Employee agrees that upon his receipt of any subpoena, process or other request to produce or divulge, directly or indirectly, any Trade Secrets to any entity, agency, tribunal or person, Employee shall timely notify and promptly hand deliver or deliver through a reputable overnight delivery service a copy of the subpoena, process or other request to the President of Employer.. initials__________
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