Nondisclosure and Non-Use of Confidential Information. During my employment with the Company, I shall use the Company’s Confidential Information only in the conduct of the Company’s business or as expressly authorized by the Company in advance and in writing, and I shall do what is reasonably necessary to prevent actual and threatened unauthorized use, disclosure, or misappropriation of the Company’s Confidential Information.Following my Separation, I shall not use or disclose the Company’s Confidential Information without the express, written consent of the Company. For Trade Secrets, this obligation will apply everywhere and will continue for so long as the particular Trade Secret remains a Trade Secret. For all other Confidential Information, this obligation will apply in those geographic regions in which unauthorized use or disclosure could harm the Company’s existing or potential business interests, and will continue for the maximum time period permissible under applicable state law or until the information is generally known to the public, whichever is sooner.I acknowledge that disclosure of the Company’s Confidential Information or Trade Secrets would unfairly harm the Company and that once such information is disclosed, even to a person or entity that is not a competitor of the Company, disclosure to a competitor of the Company might follow. Therefore, I acknowledge that the restrictions in this Agreement are fair and reasonable and will not unreasonably limit my ability to gain subsequent employment. I further acknowledge that the prohibitions in this section 1:A. do not apply to Confidential Information after it has become generally known in the industry in which the Company conducts its business, unless the disclosure resulted from my wrongful conduct;B. do not prohibit me from using the general skills and know-how acquired during and prior to my employment by the Company that do not involve the use or disclosure of Confidential Information; andC. will not unreasonably restrict me from describing my employment history and duties for work search or other purposes. 2.
Nondisclosure and Non-Use of Confidential Information. The Executive will not disclose or use at any time during or after the Employment Period any Confidential Information of which the Executive is or becomes aware, whether or not such Confidential Information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Executive's performance of duties assigned to the Executive pursuant to this Agreement. Under all circumstances and at all times, the Executive will take all appropriate steps to safeguard Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft.
Nondisclosure and Non-Use of Confidential Information. The Executive will not, at any time, disclose or use any Confidential Information of which the Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Executive's performance of duties assigned to the Executive pursuant to this Agreement.
Nondisclosure and Non-Use of Confidential Information. Employee agrees that all files, records (including electronic or digitals records), documents, and the like relating to such Confidential Information, whether prepared by him or otherwise coming into his possession, shall remain the exclusive property of the Consolidated Company, and Employee hereby agrees to promptly disclose such Confidential Information to the Consolidated Company upon request and hereby assigns to the Consolidated Company any rights which he may acquire in any Confidential Information. Employee further agrees not to disclose or use any Confidential Information, and to use his best efforts to prevent the disclosure or use of any Confidential Information either during the term of his employment or consultancy or at any time thereafter, except as may be necessary in the ordinary course of performing his duties under this Agreement. Upon termination of Employee's employment or consultancy with the Consolidated Company for any reason, Employee shall promptly deliver to the Consolidated Company all materials, documents, data, equipment, and other physical property of any nature containing or pertaining to any Confidential Information, and Employee shall not take from the Consolidated Company's premises any such material or equipment or any reproduction thereof without the written consent of the Consolidated Company.
Nondisclosure and Non-Use of Confidential Information. Licensee will not disclose, publish, or disseminate Confidential Information (as defined in Section 3 above) to anyone other than those of its employees and contractors with a demonstrable need to know who have binding, written, confidentiality obligations to Licensee that protect such Confidential Information against unauthorized disclosure. To the extent that the Prototype consists of software, Licensee agrees not to decompile, reverse engineer, disassemble or otherwise reduce the Prototype to a human-perceivable form, and Licensee will not modify, network, rent, lease, or loan the Prototype in whole or in part. Licensee further agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information. Licensee agrees to accept Confidential Information for the sole purpose of effecting the permitted uses of the Prototype as set forth in Section 1 above. Licensee agrees not to use Confidential Information otherwise for its own or any third party's benefit without the prior written approval of an authorized representative of 3Com in each instance.
Nondisclosure and Non-Use of Confidential Information. Each of the TII Parties agrees and represents that each knows, has used on behalf of the Companies and each has had access to, all of the confidential, non-public and proprietary information concerning the business and operations of the Companies, including, but not limited to, trade secrets, know-how, lists, manuals, structures and programs (collectively, the "Confidential Information"). Confidential Information shall not include any information that becomes generally available to the public other than as a result of disclosure by any of the TII Parties in violation of this Agreement. Each represents, warrants and covenants that for the maximum period permitted by law, he will not disclose or use Confidential Information for any purpose whatsoever, including any purpose competitive with the Companies' business or in a manner which may otherwise harm or detract from the Companies' business, provided, however, that their use of Confidential Information in connection with cooperating with the Companies as required under this Agreement shall not be considered a breach of this covenant. Each of the TII Parties further agrees to return to the Companies all Confidential Information in whatever form or medium existing in their possession or under their control pursuant to Paragraph 3, above.
Nondisclosure and Non-Use of Confidential Information. (a) Employee agrees that Employee has a fiduciary duty to the Company and that Employee shall hold in confidence and shall not, except in the course of performing Employee's employment obligations or pursuant to written authorization from the Company: (i) directly or indirectly reveal, report, publish, disclose or transfer the Confidential Information or any part thereof to any person or entity; (ii) use any of the Confidential Information or any part thereof for any purpose other than for the benefit of the Company; or (iii) assist any person or entity other than the Company to secure any benefit from the Confidential Information or any part thereof.
Nondisclosure and Non-Use of Confidential Information. Developer will not disclose, publish, or disseminate Confidential Information (as defined in Section 4 above) to anyone other than those of its employees and contractors with a demonstrable need to know who have binding, written, confidentiality obligations to Developer that protect such Confidential Information against unauthorized disclosure. Developer agrees not to decompile, reverse engineer, disassemble or otherwise reduce the Software to a human perceivable form, and Developer will not modify (except for header files provided that Developer does not distribute such modifications) network, rent, lease, or loan the Software in whole or in part. Developer further agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information. Developer agrees to accept Confidential Information for the sole purpose of effecting the permitted uses of the Software as set forth in Section 1 above. Developer agrees not to use Confidential Information otherwise for its own or any third party’s benefit without the prior written approval of an authorized representative of [Licensee Name] in each instance.
Nondisclosure and Non-Use of Confidential Information. Executive hereby agrees that he will not disclose or use at any time, either during his employment with the Company or at any time thereafter, any Confidential Information (as hereinafter defined) of which Executive is or becomes aware prior to the termination of his employment with the Company, whether or not such information is developed by him, except to the extent that such disclosure or use is in Executive’s good faith performance of duties assigned to Executive by the Company or has been expressly authorized by the Board; provided, however, that this sentence shall not be deemed to prohibit Executive from complying with any subpoena, order, judgment or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”); provided, further, however, that (i) Executive agrees to provide the Company with prompt written notice of any such Order prior to such compliance and to reasonably assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such Order that the Company in its sole discretion pursues, and (ii) in complying with any such Order, Executive shall use his reasonable efforts to limit his disclosure only to the Confidential Information that is expressly required to be disclosed by such Order. Executive will use reasonable efforts to keep Confidential Information that is in his possession confidential. Executive shall deliver to the Company at the termination of his employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files and software and other documents, data and material (and copies thereof) relating to the Confidential Information which Executive may then possess or have under his control. Executive may retain Executive’s rolodex and similar address books provided that such items only include contact information.
Nondisclosure and Non-Use of Confidential Information. Each Receiving Party agrees not to use any Confidential Information disclosed by the Disclosing Party except for the purposes of each Receiving Party exercising its rights and obligations granted pursuant to this Agreement. Unless expressly authorized by the Disclosing Party, the Receiving Party will not disclose any Confidential Information, other than to its employees and consultants who are required to have the information in order to exercise the rights and obligations granted under this Agreement. The Receiving Party shall be responsible for ensuring that the obligations of confidentiality and non-use contained herein are observed by its employees and consultants, and the Receiving Party represents that it has instituted policies and procedures, which provide such protection for the Confidential Information. Without limiting the generality of the foregoing, the Receiving Party shall restrict access to those of its employees and consultants who are bound, either by the terms of their employment agreement or by separate written agreements, to maintain Confidential Information in confidence and refrain from using the same for their own benefit. The Receiving Party shall bear full responsibility for any harm caused to the Disclosing Party by disclosure by said employees or consultants who are not bound by such agreements. The Receiving Party shall use the same degree of care, but no less than reasonable degree of care under the circumstances that the Receiving Party utilizes to protect its own Confidential Information. The Receiving Party agrees to notify the Disclosing Party in writing of any misuse or misappropriation of Confidential Information, which may come to the Receiving Party's attention.
