Common use of Nondisclosure Agreement Clause in Contracts

Nondisclosure Agreement. Employer, during the term of Employee's employment under this Agreement, shall provide Employee access to, and Employee shall have access to and become familiar with, various trade secrets and proprietary and confidential information consisting of, but not limited to, financial statements, 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 herein as the "TRADE SECRETS"), which are owned by Employer and its affiliates and are regularly used in the operation of their businesses, but in connection with which Employer and its affiliates take 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 Employer's industry; (b) are entrusted to Employee after being informed of their confidential and secret status by Employer or its affiliates and because of the fiduciary position occupied by Employee with Employer; (c) have been developed by Employer and its affiliates for and on behalf of Employer and its affiliates through substantial expenditures of time, effort and money and are used in their businesses; (d) give Employer and its affiliates 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) are valuable, special and unique assets of Employer and its affiliates, the disclosure of which could cause substantial injury and loss of profits and goodwill to Employer and its affiliates. 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 Employee's employment under this Agreement. All files, records, documents, information, data and similar items relating to the business of Employer and its affiliates, whether prepared by Employee or otherwise coming into Employee's possession, shall remain the exclusive property of Employer and its affiliates and shall not be removed from the premises of Employer and its affiliates 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 Employee's 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 a copy of the subpoena, process or other request to the Chief Executive Officer of Pillowtex. For this purpose, Employee irrevocably nominates and appoints Employer (including any attorney retained by Employer), as Employee's 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 any Trade Secrets.

Nondisclosure Agreement. Employer, during the term of Employee's employment under this Agreement, shall provide Employee access to, and Employee shall have access to and become familiar with, various trade secrets and proprietary and confidential information consisting of, but not limited to, financial statements, 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 herein as the "TRADE SECRETS"'Trade Secrets'), which are owned by Employer and its affiliates and are regularly used in the operation of their businesses, but in connection with which Employer and its affiliates take 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 Employer's industry; (b) are entrusted to Employee after being informed of their confidential and secret status by Employer or its affiliates and because of the fiduciary position occupied by Employee with Employer; (c) have been developed by Employer and its affiliates for and on behalf of Employer and its affiliates through substantial expenditures of time, effort and money and are used in their businesses; (d) give Employer and its affiliates 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) are valuable, special and unique assets of Employer and its affiliates, the disclosure of which could cause substantial injury and loss of profits and goodwill to Employer and its affiliates. 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 Employee's employment under this Agreement. All files, records, documents, information, data and similar items relating to the business of Employer and its affiliates, whether prepared by Employee or otherwise coming into Employee's possession, shall remain the exclusive property of Employer and its affiliates and shall not be removed from the premises of Employer and its affiliates 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 Employee's 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 a copy of the subpoena, process or other request to the Chief Executive Officer of PillowtexEmployer. For this purpose, Employee irrevocably nominates and appoints Employer (including any attorney retained by Employer), as Employee's 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 any Trade Secrets. As used in this Agreement, 'affiliates' shall mean persons or entities that directly, or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, Employer.

Nondisclosure Agreement. Employer, during the term of Employee's employment under this Agreement, shall provide Employee access to, and Employee shall have access to and become familiar with, various trade secrets and proprietary and confidential information consisting of, but not limited to, financial statements, 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 herein as the "TRADE SECRETSTrade Secrets"), which are owned by Employer and its affiliates and are regularly used in the operation of their businesses, but in connection with which Employer and its affiliates take 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 Employer's industry; (b) are entrusted to Employee after being informed of their confidential and secret status by Employer or its affiliates and because of the fiduciary position occupied by Employee with Employer; (c) have been developed by Employer and its affiliates for and on behalf of Employer and its affiliates through substantial expenditures of time, effort and money and are used in their businesses; (d) give Employer and its affiliates 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) are valuable, special and unique assets of Employer and its affiliates, the disclosure of which could cause substantial injury and loss of profits and goodwill to Employer and its affiliates. 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 Employee's employment under this Agreement. All files, records, documents, information, data and similar items relating to the business of Employer and its affiliates, whether prepared by Employee or otherwise coming into Employee's possession, shall remain the exclusive property of Employer and its affiliates and shall not be removed from the premises of Employer and its affiliates 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 Employee's 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 a copy of the subpoena, process or other request to the Chief Executive Officer of Pillowtex. For this purpose, Employee irrevocably nominates and appoints Employer (including any attorney retained by Employer), as Employee's 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 any Trade Secrets.

Nondisclosure Agreement. Employer(a) In connection with the implementation of the Business Plan, during the term of Employee's employment under this Agreement, Employee has had and shall provide Employee access to, and Employee shall continue to have access to and become familiar with, with various trade secrets and proprietary and confidential information consisting of, but not limited to, financial statements, processes, computer programs, compilations of information, records, sales procedures, customer requirements, pricing techniques, customer and potential customer lists, methods of doing business and other confidential information (collectively referred to herein as collectively, the "TRADE SECRETSTrade Secrets"), which are ) to be developed and owned by Employer and its affiliates and are regularly used in the operation of their businesses, but in connection with which Employer and its affiliates take precautions to prevent dissemination to persons other than certain directors, officers and employeesBusiness. Employee acknowledges and agrees that the Trade Secrets (ai) are will be secret and not known in Employer's the industry; (bii) are will be entrusted to Employee after being informed of only because he is hereby acknowledging their confidential and secret status by Employer or its affiliates and because of the fiduciary position occupied by Employee with EmployerEmployee; (ciii) have been will be developed or acquired by Employer and its affiliates for and on behalf of Employer and and/or its affiliates Affiliates through substantial expenditures of time, effort effort, and money and are used in their businessesthe Business; (div) give Employer and its affiliates an advantage over competitors who do not know or use the Trade Secrets; (ev) are will be 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 (fvi) are will be valuable, special and unique assets of Employer and its affiliatesEmployer, the disclosure of which could cause substantial injury and loss of profits and goodwill to Employer and its affiliatesEmployer. 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 Employee's his employment under this Agreement. All files, records, documents, information, data data, and similar items relating to the business of Employer and its affiliatesEmployer, whether prepared by Employee or otherwise coming into Employee's his possession, shall remain the exclusive property of Employer and its affiliates Affiliates and shall not be removed from the premises of Employer and or its affiliates Affiliates 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 Agreementemployment), and in any event shall be promptly delivered to Employer upon the termination of this Agreementhereof. Employee agrees that upon Employee's Upon his receipt of any subpoena, process process, or other request to produce or divulge, directly or indirectly, any Trade Secrets to any entity, agency, tribunal or personSecrets, Employee shall timely agrees to promptly notify Employer thereof and promptly hand deliver a copy of the subpoena, process process, or other request to Employer. (b) For purposes of the Chief Executive Officer foregoing, the Trade Secrets shall not include information that (i) is, or becomes, generally available to the public as evidenced by written publication or in a medium of Pillowtexmass circulation, other than as a result of a disclosure by Employee, (ii) is obtained following the termination of this Agreement by Employee from any other party, or (iii) is required to be disclosed by a court or government order or decree; provided, that, if Employee shall be required or become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Trade Secrets, then Employee shall provide Employer with prompt prior written notice of such request or requirement so that Employer may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. For this purposeIn the event that such protective order or other remedy is not obtained, or that Employer waives compliance with the provisions hereof, Employee agrees to furnish only that portion of the Trade Secrets which it is advised by its legal counsel is legally required to be disclosed and to exercise best efforts to obtain assurances that confidential treatment will be accorded such Trade Secrets. Provided that Employer indemnify and hold Employee harmless against all reasonable costs, liabilities and expense associated with the defense and protection of any Trade Secret from disclosure, Employee irrevocably nominates and appoints Employer (including any attorney or legal counsel retained by Employer), as Employee's his true and lawful attorney-in-fact, to act in Employee's name, place place, and stead to perform any act that Employee might perform to defend and protect against any disclosure of any Trade SecretsSecret.