Nondisclosure and Nonuse of Confidential Information. (a) The Executive’s employment creates a relationship of confidence and trust between the Company and the Executive with respect to any information that is applicable to the business of the Company or the affiliates, any information that is otherwise used, developed or obtained by the Company or any affiliate in connection with its business and any information that is applicable to the business of any client, customer or other commercial partner of the Company or the affiliates, which may be made known to the Executive or learned by the Executive in such context during the period of his employment with the Company. All such information, whether oral or written, has commercial value in the business in which the Company is engaged and is referred to herein as “Confidential Information”. (b) The Company owns all right, title and interest in and to all Confidential Information. The Executive hereby assigns to the Company all right, title and interest that he may have acquired or hereafter may acquire in all Confidential Information. The Executive shall, at all times, both during the Employment Period and after the termination of the Employment Period, keep in confidence and trust all Confidential Information and the Executive shall not use or disclose any Confidential Information except as may be necessary in the ordinary course of performing his duties as an employee of the Company. Upon termination of the Employment Period, or at any time upon the request of the Company before such termination, the Executive shall promptly (but no later than five (5) days after the earlier of such termination or such request) destroy or deliver to the Company, at the Company’s option, all Confidential Information in the Executive’s control or possession and a written certification of the Executive’s compliance with such obligations. (c) the Executive hereby represents and warrants to the Company that neither his performance of the terms of this Agreement nor his employment with the Company will breach or conflict with any agreement, understanding, policy or other arrangement that he is a party to or otherwise subject to or bound by (including, without limitation, any such agreement, understanding, policy or arrangement (i) relating to nondisclosure or nonuse of proprietary information, knowledge or data or (ii) that otherwise assigns, licenses or otherwise transfers any interest in or to any Company Innovation (as defined below) to person or entity other than the Company). The Executive shall not disclose to the Company or otherwise use any confidential or proprietary information or material belonging to any other person or entity. (d) Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”). Notwithstanding any other provision of this Agreement: (e) the Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (A) is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. (f) If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order. (g) the Executive shall (i) comply with all Company security policies and procedures as in force from time to time including, without limitation, those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, e-mail systems, document storage systems, software licenses, data security, encryption, firewalls and passwords (the “Facilities and Information Technology Resources”); (ii) not access or use any Facilities and Information Technology Resources except as authorized by the Company; and (iii) not access or use any Facilities and Information Technology Resources in any manner after the termination of the Executive’s employment by the Company, whether termination is voluntary or involuntary.
Appears in 5 contracts
Samples: Employment Agreement (Aziyo Biologics, Inc.), Employment Agreement (Aziyo Biologics, Inc.), Employment Agreement (Aziyo Biologics, Inc.)
Nondisclosure and Nonuse of Confidential Information. (a) The Executive shall not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as hereinafter defined) 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 (i) directly related to the Executive’s employment creates a relationship performance in good faith of confidence and trust between duties to the Company and or (ii) required in order for the Executive to comply with respect legal process (other than any legal process initiated by the Executive, whether directly or indirectly), provided that the Executive provides prior written notice of such disclosure to the Company so that the Company may take reasonable and lawful actions to avoid and/or minimize the extent of such disclosure. 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. The Executive shall deliver to the Company upon the Date of Termination, or at any information that is applicable time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its affiliates which the affiliatesExecutive may then possess or have under his control. Notwithstanding the foregoing, any the Executive may retain his rolodex and other address books containing only contact information.
(b) As used in this Agreement, the term “Confidential Information” means information that is otherwise not generally known to the public (except for information known to the public because of the Executive’s violation of this Section 5) and that is used, developed or obtained by the Company or any affiliate (including its affiliates) in connection with its business, including, but not limited to, information, observations and data obtained by the Executive while employed by the Company or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning the Company’s (or such predecessors) (i) business or affairs, (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that is applicable has been published in a form generally available to the business of any client, customer or other commercial partner of the Company or the affiliates, which may be made known public prior to the Executive or learned by date the Executive in such context during the period of his employment with the Company. All proposes to disclose or use such information, whether oral or written, has commercial value in the business in which the Company is engaged and is referred to herein as “Confidential Information”.
(b) The Company owns all right, title and interest in and to all Confidential Information. The Executive hereby assigns to the Company all right, title and interest that he may have acquired or hereafter may acquire in all Confidential Information. The Executive shall, at all times, both during the Employment Period and after the termination of the Employment Period, keep in confidence and trust all Confidential Information and the Executive shall not use or disclose any Confidential Information except as may be necessary in the ordinary course of performing his duties as an employee of the Company. Upon termination of the Employment Period, or at any time upon the request of the Company before such termination, the Executive shall promptly (but no later than five (5) days after the earlier of such termination or such request) destroy or deliver to the Company, at the Company’s option, all Confidential Information in the Executive’s control or possession and a written certification of the Executive’s compliance with such obligations.
(c) the Executive hereby represents and warrants to the Company that neither his performance of the terms of this Agreement nor his employment with the Company will breach or conflict with any agreement, understanding, policy or other arrangement that he is a party to or otherwise subject to or bound by (including, without limitation, any such agreement, understanding, policy or arrangement (i) relating to nondisclosure or nonuse of proprietary information, knowledge or data or (ii) that otherwise assigns, licenses or otherwise transfers any interest in or to any Company Innovation (as defined below) to person or entity other than the Company). The Executive shall not disclose to the Company or otherwise use any confidential or proprietary information or material belonging to any other person or entity.
(d) Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”). Notwithstanding any other provision of this Agreement:
(e) the Executive will not be held criminally deemed to have been published or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (A) is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
(f) If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
(g) the Executive shall (i) comply with all Company security policies and procedures as in force from time to time including, without limitation, those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, e-mail systems, document storage systems, software licenses, data security, encryption, firewalls and passwords (the “Facilities and Information Technology Resources”); (ii) not access or use any Facilities and Information Technology Resources except as authorized by the Company; and (iii) not access or use any Facilities and Information Technology Resources in any manner after the termination otherwise disclosed merely because individual portions of the Executive’s employment by the Companyinformation have been separately published, whether termination is voluntary or involuntarybut only if all material features comprising such information have been published in combination.
Appears in 2 contracts
Samples: Employment Agreement (MPM Silicones, LLC), Employment Agreement (Berry Plastics Corp)
Nondisclosure and Nonuse of Confidential Information. (a) The Executive’s employment creates a relationship of confidence and trust between the Company and the Executive with respect to shall not disclose or use at any information that is applicable to the business of the Company or the affiliatestime, any information that is otherwise used, developed or obtained by the Company or any affiliate in connection with its business and any information that is applicable to the business of any client, customer or other commercial partner of the Company or the affiliates, which may be made known to the Executive or learned by the Executive in such context during the period of his employment with the Company. All such information, whether oral or written, has commercial value in the business in which the Company is engaged and is referred to herein as “Confidential Information”.
(b) The Company owns all right, title and interest in and to all Confidential Information. The Executive hereby assigns to the Company all right, title and interest that he may have acquired or hereafter may acquire in all Confidential Information. The Executive shall, at all times, both either during the Employment Period and after or thereafter, any Confidential Information (as hereinafter defined) of which the termination Executive is or becomes aware as a consequence of or in connection with his employment with a Company, whether or not such information is developed by him, except (i) to the extent that such disclosure or use is in furtherance of the Employment PeriodExecutive’s performance in good faith of his duties as Chief Executive Officer of the Company Entities or (ii) to the extent required by law or legal process; provided that (A) the Executive agrees to provide the Company with prompt written notice of any such law or legal process and to assist the Company, keep at the Company’s expense, in confidence asserting any legal challenges to or appeals of such law or legal process that the Company in its sole discretion pursues, and trust (B) in complying with any such law or legal process, the Executive shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by such law or legal process. The Executive will take all commercially reasonable steps to safeguard Confidential Information and the to protect it against disclosure, misuse, espionage, loss and theft. The Executive shall not use or disclose any Confidential Information except as may be necessary in deliver to the ordinary course of performing his duties as an employee of Company at the Company. Upon termination of the Employment Period, or at any time upon the request Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the Company before such termination, Entities which the Executive shall promptly (but no later than five (5) days after the earlier of such termination may then possess or such request) destroy or deliver to the Company, at the Company’s option, all Confidential Information in the Executive’s control or possession and a written certification of the Executive’s compliance with such obligationshave under his control.
(cb) the The Executive hereby represents and warrants agrees that all Work Product belongs in all instances to the Company that neither his performance Entities. The Executive will promptly disclose such Work Product to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company Entities’ ownership of the terms of this Agreement nor his employment with the Company will breach or conflict with any agreement, understanding, policy or other arrangement that he is a party to or otherwise subject to or bound by Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company Entities (whether during or after the Employment Period), at the Companies’ sole expense, in connection with the prosecution of any such agreementapplications for patents, understandingtrademarks, policy trade names, service marks or arrangement (i) reissues thereof or in the prosecution or defense of interferences relating to nondisclosure or nonuse of proprietary information, knowledge or data or (ii) that otherwise assigns, licenses or otherwise transfers any interest in or to any Company Innovation (as defined below) to person or entity other than the Company)Work Product. The Executive shall not disclose recognizes and agrees that the Work Product, to the Company or otherwise use any confidential or proprietary information or material belonging to any other person or entity.
(d) Notice of Immunity Under extent copyrightable, constitutes works for hire under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”). Notwithstanding any other provision of this Agreement:
(e) the Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (A) is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
(f) If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
(g) the Executive shall (i) comply with all Company security policies and procedures as in force from time to time including, without limitation, those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, e-mail systems, document storage systems, software licenses, data security, encryption, firewalls and passwords (the “Facilities and Information Technology Resources”); (ii) not access or use any Facilities and Information Technology Resources except as authorized by the Company; and (iii) not access or use any Facilities and Information Technology Resources in any manner after the termination copyright laws of the Executive’s employment by the Company, whether termination is voluntary or involuntaryUnited States.
Appears in 2 contracts
Samples: Employment Agreement (Otelco Inc.), Employment Agreement (Page & Kiser Communications Inc)
Nondisclosure and Nonuse of Confidential Information. (a) The Executive shall not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as hereinafter defined) of which Executive is or becomes aware, whether or not such information is developed by him, except (i) to the extent that such disclosure or use is directly related to, and required by, Executive’s employment creates a relationship performance in good faith of confidence and trust between duties assigned to Executive by the Company and the Executive with respect or (ii) when required to do so by a court of competent jurisdiction, by any information that is applicable to governmental agency having supervisory authority over the business of the Company Company, or the affiliatesby any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, any information that is otherwise used, developed disclose or obtained by the Company or any affiliate in connection with its business and any information that is applicable to the business of any client, customer or other commercial partner of the Company or the affiliates, which may be made known to the Executive or learned by the Executive in such context during the period of his employment with the Company. All make accessible such information, whether oral or written, has commercial value in the business in which provided that Executive shall notify the Company is engaged and is referred promptly upon learning that such event may occur, and, if the Company shall so request, Executive shall use his reasonable best efforts (without any additional consideration to herein as “Confidential Information”.
(bbe paid to Executive) The to assist the Company owns all right, title and interest in and seeking a protective order to all prevent and/or limit disclosure of such Confidential Information. The Executive hereby assigns will take all appropriate steps to safeguard Confidential Information in his possession and to protect it against disclosure; misuse, espionage, loss and theft. Executive shall deliver to the Company all right, title and interest that he may have acquired or hereafter may acquire in all Confidential Information. The Executive shall, at all times, both during the Employment Period and after the termination of the Employment Period, keep in confidence and trust at any time, either before or after the Termination Date, as the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information and or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which Executive shall may then possess or have under his control.
(b) As used in this Agreement, the term “Confidential information” means information that is not use or disclose any Confidential Information except as may be necessary generally known to the public in the ordinary context in which used and that is used, developed or obtained by Executive in the course of performing his duties as an employee of for the Company. Upon termination , including, but not limited to, information, observations and data obtained by Executive while employed by the Company or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning (i) the Employment Period, business or at any time upon the request affairs of the Company before such termination, the Executive shall promptly and its Affiliates (but no later than five (5) days after the earlier of such termination or such request) destroy or deliver to the Companypredecessors), at the Company’s option, all Confidential Information in the Executive’s control or possession and a written certification of the Executive’s compliance with such obligations.
(c) the Executive hereby represents and warrants to the Company that neither his performance of the terms of this Agreement nor his employment with the Company will breach or conflict with any agreement, understanding, policy or other arrangement that he is a party to or otherwise subject to or bound by (including, including without limitation, any such agreementfinancial data, understandingmarketing plans, policy strategic business plans, product development plans (or arrangement (i) relating to nondisclosure or nonuse of proprietary informationother product data), knowledge or data or (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology, know-how and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information in the context in which used that otherwise assigns, licenses or otherwise transfers any interest has been published in or to any Company Innovation (as defined below) to person or entity other than the Company). The Executive shall not disclose a form generally available to the Company public prior to the date Executive proposes to disclose or otherwise use any confidential or proprietary information or material belonging to any other person or entity.
(d) Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”)such information. Notwithstanding any other provision of this Agreement:
(e) the Executive Confidential Information will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (A) is made: (1) in confidence deemed to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
(f) If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
(g) the Executive shall (i) comply with all Company security policies and procedures as in force from time to time including, without limitation, those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, e-mail systems, document storage systems, software licenses, data security, encryption, firewalls and passwords (the “Facilities and Information Technology Resources”); (ii) not access or use any Facilities and Information Technology Resources except as authorized by the Company; and (iii) not access or use any Facilities and Information Technology Resources in any manner after the termination have been published merely because individual portions of the Executive’s employment by the Companyinformation have been separately published, whether termination is voluntary or involuntarybut only if all material features comprising such information have been published in combination.
Appears in 1 contract
Nondisclosure and Nonuse of Confidential Information. (a) The Executive’s employment creates a relationship of confidence and trust between the Company and the Executive with respect to Xxxxxxxxx shall not disclose or use at any information that is applicable to the business of the Company or the affiliatestime, any information that is otherwise used, developed or obtained by the Company or any affiliate in connection with its business and any information that is applicable to the business of any client, customer or other commercial partner of the Company or the affiliates, which may be made known to the Executive or learned by the Executive in such context during the period of his employment with the Company. All such information, whether oral or written, has commercial value in the business in which the Company is engaged and is referred to herein as “Confidential Information”.
(b) The Company owns all right, title and interest in and to all Confidential Information. The Executive hereby assigns to the Company all right, title and interest that he may have acquired or hereafter may acquire in all Confidential Information. The Executive shall, at all times, both either during the Employment Period and after the termination of the Employment Periodor thereafter, keep in confidence and trust all Confidential Information and the Executive shall not use or disclose any Confidential Information (as hereinafter defined) of which Xxxxxxxxx is or becomes aware, whether or not such information is developed by him, except as may be necessary to the extent that such disclosure or use is directly related to and required by Xxxxxxxxx’ performance in the ordinary course good faith of performing his duties as an employee of assigned to him by the Company. Upon Xxxxxxxxx will take all appropriate steps to safeguard Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. Xxxxxxxxx shall deliver to the Company at the termination of the Employment Period, or at any time upon the request Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company before such terminationor any of its affiliates which Xxxxxxxxx may then possess or have under his control. Notwithstanding the foregoing, nothing herein shall preclude Xxxxxxxxx from retaining (i) papers and other materials of a personal nature including, but not limited to, photographs, correspondence, personal diaries, personal files; (ii) his Rolodex or contact list, provided the Executive shall promptly Rolodex or contact list contains only names and contact information; (but no later than five iii) information and documents that he needs for personal income tax purposes; and (5iv) days after the earlier copies of such termination or such request) destroy or deliver to any agreements between Xxxxxxxxx and the Company, at and documents relating to his benefits under any benefit plan of the Company’s option, all Confidential Information .
(b) All Work Product conceived or developed by Xxxxxxxxx in the Executive’s control course of his employment with the Company, whether conceived alone or possession with others and a written certification whether or not conceived or developed during regular business hours, and if based on Confidential Information, after the termination of the Executive’s compliance Xxxxxxxxx’ employment for any reason, shall be the sole property of the Company and, to the maximum extent permitted by applicable law, shall be deemed “works made for hire” as the term is used in the United States Copyright Act. To the extent, if any, that Xxxxxxxxx retains any right, title or interest with respect to any Work Product delivered to the Company or related to his employment with the Company, Xxxxxxxxx hereby grants to the Company an irrevocable, paid-up, transferable, sub-licensable, worldwide right and license (i) to modify all or any portion of the Work Product, including, without limitation, the making of additions to or deletions from the Work Product, regardless of the medium (now or hereafter known) into which the Work Product may be modified and regardless of the effect of such obligationsmodifications on the integrity of the Work Product, and (ii) to identify Xxxxxxxxx, or not to identify Xxxxxxxxx, as one or more authors of or contributors to the Work Product or any portion thereof, whether or not such rights or any portion thereof have been modified. Xxxxxxxxx further waives any “moral” rights, or other rights with respect to attribution of authorship or integrity of any Work Product that he may have under any applicable law, whether under copyright, trademark, unfair competition, defamation, right of privacy, contract, tort or other legal theory.
(c) As used in this Agreement, the Executive hereby represents and warrants term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company that neither his performance of in connection with its business, including, but not limited to, information, observations and data obtained by Xxxxxxxxx while employed by the terms Company or any predecessors thereof (including those obtained prior to the date of this Agreement nor his employment with the Company will breach or conflict with any agreement, understanding, policy or other arrangement that he is a party to or otherwise subject to or bound by (including, without limitation, any such agreement, understanding, policy or arrangement Agreement) concerning (i) relating to nondisclosure the business or nonuse affairs of proprietary informationthe Company (or such predecessors), knowledge or data or (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that otherwise assigns, licenses or otherwise transfers any interest has been published in or to any Company Innovation (as defined below) to person or entity other than the Company). The Executive shall not disclose a form generally available to the Company public prior to the date Xxxxxxxxx proposes to disclose or otherwise use any confidential or proprietary information or material belonging to any other person or entity.
(d) Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”)such information. Notwithstanding any other provision of this Agreement:
(e) the Executive Confidential Information will not be held criminally deemed to have been published or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (A) is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
(f) If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
(g) the Executive shall (i) comply with all Company security policies and procedures as in force from time to time including, without limitation, those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, e-mail systems, document storage systems, software licenses, data security, encryption, firewalls and passwords (the “Facilities and Information Technology Resources”); (ii) not access or use any Facilities and Information Technology Resources except as authorized by the Company; and (iii) not access or use any Facilities and Information Technology Resources in any manner after the termination otherwise disclosed merely because individual portions of the Executive’s employment by the Companyinformation have been separately published, whether termination is voluntary or involuntarybut only if all material features comprising such information have been published in combination.
Appears in 1 contract
Nondisclosure and Nonuse of Confidential Information. (a) The Executive’s employment creates a relationship of confidence and trust between the Company and the Executive with respect to any information that is applicable to the business of the Company or the affiliates, any information that is otherwise used, developed or obtained by the Company or any affiliate in connection with its business and any information that is applicable to the business of any client, customer or other commercial partner of the Company or the affiliates, which may be made known to the Executive or learned by the Executive in such context during the period of his employment with the Company. All such information, whether oral or written, has commercial value in the business in which the Company is engaged and is referred to herein as “Confidential Information”.
(b) The Company owns all right, title and interest in and to all Confidential Information. The Executive hereby assigns to the Company all right, title and interest that he may have acquired or hereafter may acquire in all Confidential Information. The Executive shall, at all times, both during the Employment Period From and after the termination of the Employment Perioddate hereof, keep in confidence and trust all Confidential Information and the Executive shall not use or disclose to any Confidential Information person, firm, company or other business entity (other than any officer, director, employee, Affiliate, or representative of the Parent or the Company), except as may be necessary required in connection with the ordinary course of performing his duties as an employee of the Company. Upon termination of the Employment Period, or at any time upon the request of the Company before such termination, the Executive shall promptly (but no later than five (5) days after the earlier of such termination or such request) destroy or deliver to the Company, at the Company’s option, all Confidential Information in the Executive’s control or possession and a written certification performance of the Executive’s duties under and in compliance with such obligations.
(c) the Executive hereby represents and warrants to the Company that neither his performance of the terms of this Agreement nor his employment with the Company will breach and as required or conflict with any agreement, understanding, policy permitted by law or other arrangement that he is a party to or otherwise subject to or bound by (including, without limitationjudicial process, any such agreementConfidential Information (as hereinafter defined) for any reason or purpose whatsoever, understandingnor shall the Executive make use of any of the Confidential Information for the Executive’s purposes or for the benefit of any person or entity except the Employer. Nothing in this Agreement, policy however, is intended to prohibit, limit, or arrangement discourage Executive from (i) relating to nondisclosure reporting possible violations of law to, filing a charge or nonuse of proprietary informationcomplaint with, knowledge or data communicating with the Equal Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, or (ii) that otherwise assigns, licenses or otherwise transfers any interest in or to any Company Innovation (as defined below) to person or entity other than the Company). The Executive shall not disclose to the Company or otherwise use any confidential or proprietary information or material belonging to any other person or entity.
(d) Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”). Notwithstanding any other provision of this Agreement:
(e) the Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (A) is made: (1) in confidence to a federal, state, or local government officialagency (“Government Agencies”), either directly or indirectlywithout notice to the Employer, or to (ii) participating in an attorney; and (2) solely for the purpose of reporting investigation or investigating a suspected violation of law; or (B) is made in a complaint proceeding conducted by any Government Agencies, including providing documents or other document that is filed under seal in a lawsuit or other proceedinginformation, without notice to the Employer.
(fb) If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation For purposes of lawthis Agreement, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
(g) the Executive “Confidential Information” shall mean (i) comply with the Intellectual Property Rights (as hereinafter defined) of the Parent, the Company, or any Affiliates (collectively, the “Company Group”), (ii) all other information of a proprietary nature relating to the Company security policies and procedures as in force from time to time Group, or the business or assets of the Company Group, including, without limitation, those regarding computer equipmentbooks, telephone systemsrecords, voicemail systemscustomer and registered user lists, facilities accessvendor lists, monitoringsupplier lists, key cardsdistribution channels, access codespricing information, Company intranetcost information, internetmarketing plans, social media strategies, forecasts, financial statements, budgets and instant messaging systems, e-mail systems, document storage systems, software licenses, data security, encryption, firewalls and passwords (the “Facilities and Information Technology Resources”); (ii) not access or use any Facilities and Information Technology Resources except as authorized by the Company; projections and (iii) not access or use any Facilities confidential and Information Technology Resources proprietary information in any manner after the termination possession of the Executive’s employment Company Group or any customer of the Company Group or any other third party other than information which is generally within the public domain at the time of the receipt thereof by Executive or at the Company, whether termination is voluntary time of use or involuntarydisclosure of such Confidential Information by Executive other than as a result of the breach by Executive of this Agreement.
Appears in 1 contract
Nondisclosure and Nonuse of Confidential Information. (a) The Executive’s employment creates a relationship Executive acknowledges that his work as an employee of confidence and trust between the Company has exposed him to Confidential Information of the Company and the Executive with respect to any information that is applicable his work as a consultant to the business Company may expose him to additional Confidential Information. "Confidential Information" includes but is not limited to customer lists, employee lists, methods of pricing, special customer requirements for service, information on methods of servicing customer, operational information, confidential research projects, plans for future development, matters of a technical nature and other information of a similar nature. Executive shall not, directly or indirectly, at any time during or after the Company or the affiliates, any information that is otherwise used, developed or obtained by the Company or any affiliate in connection with its business and any information that is applicable to the business of any client, customer or other commercial partner of the Company or the affiliates, which may be made known to the Executive or learned by the Executive in such context during the period termination of his employment with the Company. All such information, except to the extent required by law, (1) reveal, divulge, make known, sell, exchange, give away or otherwise dispose of, to any person, firm, or corporation, any Confidential Information of the Company or its business, whether oral the same shall or writtenmay have been designed, has commercial value developed or originated by the Executive or otherwise, or (2) reveal, divulge or make known to any person, firm, or corporation, the name of any of Company's customers. This obligation shall not apply to information which (a) is acquired from a third party who, to the best of Executive's knowledge, is not in the business in which default of any obligation to the Company is engaged and is referred to herein as “Confidential Information”.
in disclosing such information or (b) The Company owns all right, title and interest is already in and to all Confidential Information. The Executive hereby assigns the public domain or known to the Company all rightCompany's competitors or the public generally or that becomes available to the public generally or the Company's competitors other than as a result of Executive's breach of this Agreement. All records and books relating in any manner whatsoever to the Company, title and interest that he may have acquired or hereafter may acquire in all Confidential Information. The Executive shall, at all times, both during shall be the Employment Period and after the termination exclusive property of the Employment Period, keep in confidence and trust all Confidential Information and Company regardless of who actually prepared the original record or book. Executive shall not use copy or disclose cause to have copied any Confidential Information such records and books except as may be necessary in the ordinary course of performing his duties as an employee of the Companybusiness. Upon termination of the Employment Period, or at any time upon the request of the Company before All such termination, the Executive records and books shall promptly (but no later than five (5) days after the earlier of such termination or such request) destroy or deliver to the Company, at the Company’s option, all Confidential Information in the Executive’s control or possession and a written certification of the Executive’s compliance with such obligations.
(c) the Executive hereby represents and warrants be immediately returned to the Company that neither his performance by Executive on the date hereof. If the Company shall breach its obligations to pay Executive monies due him under this Agreement or otherwise fail to comply with its material obligations hereunder, then if Executive shall have given the Company written notice of the terms its breach of this Agreement nor his employment with and if the Company will shall not have remedied such breach or conflict with within sixty days of the date of receipt by it of such notice, Executive shall be discharged of all obligations under this Section 2; provided, however, that if the Company's breach occurs at a time when Executive is in breach of any agreementof his obligations under this Agreement, understanding, policy or other arrangement that he is a party to or otherwise subject to or then Executive shall remain bound by (including, without limitation, any such agreement, understanding, policy or arrangement (i) relating to nondisclosure or nonuse this Section 2 and all other provisions of proprietary information, knowledge or data or (ii) that otherwise assigns, licenses or otherwise transfers any interest in or to any Company Innovation (as defined below) to person or entity other than this Agreement notwithstanding the Company). The Executive shall not disclose to the Company or otherwise use any confidential or proprietary information or material belonging to any other person or entity's breach.
(d) Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”). Notwithstanding any other provision of this Agreement:
(e) the Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (A) is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
(f) If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
(g) the Executive shall (i) comply with all Company security policies and procedures as in force from time to time including, without limitation, those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, e-mail systems, document storage systems, software licenses, data security, encryption, firewalls and passwords (the “Facilities and Information Technology Resources”); (ii) not access or use any Facilities and Information Technology Resources except as authorized by the Company; and (iii) not access or use any Facilities and Information Technology Resources in any manner after the termination of the Executive’s employment by the Company, whether termination is voluntary or involuntary.
Appears in 1 contract
Samples: Confidentiality, Consulting and Noncompete Agreement (Datamax International Corp)
Nondisclosure and Nonuse of Confidential Information. (a) The Executive’s employment creates a relationship of confidence and trust between the Company and the Executive with respect to any information that is applicable to the business of the Company or the affiliatesAffiliates, any information that is otherwise used, developed or obtained by the Company or any affiliate Affiliate in connection with its business and any information that is applicable to the business of any client, customer or other commercial partner of the Company or the affiliatesAffiliates, which may be made known to the Executive or learned by the Executive in such context during the period of his employment with the Company. All such information, whether oral or written, has commercial value in the business in which the Company is engaged and is referred to herein as “Confidential Information”.
(b) The Company owns all right, title and interest in and to all Confidential Information. The Executive hereby assigns to the Company all right, title and interest that he may have acquired or hereafter may acquire in all Confidential Information. The Executive shall, at all times, both during the Employment Period and after the termination of the Employment Period, keep in confidence and trust all Confidential Information and the Executive shall not use or disclose any Confidential Information except as may be necessary in the ordinary course of performing his duties as an employee of the Company. Upon termination of the Employment Period, or at any time upon the request of the Company before such termination, the Executive shall promptly (but no later than five (5) days after the earlier of such termination or such request) destroy or deliver to the Company, at the Company’s option, all Confidential Information in the Executive’s control or possession and a written certification of the Executive’s compliance with such obligations.
(c) the Executive hereby represents and warrants to the Company that neither his performance of the terms of this Agreement nor his employment with the Company will breach or conflict with any agreement, understanding, policy or other arrangement that he is a party to or otherwise subject to or bound by (including, without limitation, any such agreement, understanding, policy or arrangement (i) relating to nondisclosure or nonuse of proprietary information, knowledge or data or (ii) that otherwise assigns, licenses or otherwise transfers any interest in or to any Company Innovation (as defined below) to person or entity other than the Company). The Executive shall not disclose to the Company or otherwise use any confidential or proprietary information or material belonging to any other person or entity.
(d) Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”). Notwithstanding any other provision of this Agreement:
(ei) the Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (A) is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
(fii) If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
(ge) the Executive shall (i) comply with all Company security policies and procedures as in force from time to time including, without limitation, those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, e-mail systems, document storage systems, software licenses, data security, encryption, firewalls and passwords (the “Facilities and Information Technology Resources”); (ii) not access or use any Facilities and Information Technology Resources except as authorized by the Company; and (iii) not access or use any Facilities and Information Technology Resources in any manner after the termination of the Executive’s employment by the Company, whether termination is voluntary or involuntary.
Appears in 1 contract
Nondisclosure and Nonuse of Confidential Information. (a) The Executive’s employment creates a relationship of confidence and trust between the Company and the Executive with respect to any information that is applicable to the business of the Company or the affiliates, any information that is otherwise used, developed or obtained by the Company or any affiliate in connection with its business and any information that is applicable to the business of any client, customer or other commercial partner of the Company or the affiliates, which may be made known to the Executive or learned by the Executive in such context during the period of his employment with the Company. All such information, whether oral or written, has commercial value in the business in which the Company is engaged and is referred to herein as “Confidential Information”.
(b) The Company owns all right, title and interest in and to all Confidential Information. The Executive hereby assigns to the Company all right, title and interest that he may have acquired or hereafter may acquire in all Confidential Information. The Executive shall, at all times, both during the Employment Period and after the termination of the Employment Period, times keep in confidence and trust all Confidential Information and the Executive shall not use or disclose any Confidential Information except as may be necessary in the ordinary course of performing his duties as an employee of the Company. Upon termination of the Employment Period, or at any time upon the request of the Company before such termination, the Executive shall promptly (but no later than five (5) days after the earlier of such termination or such request) destroy or deliver to the Company, at the Company’s option, all Confidential Information in the Executive’s control or possession and a written certification of the Executive’s compliance with such obligations.
(c) the Executive hereby represents and warrants to the Company that neither his performance of the terms of this Agreement nor his employment with the Company will breach or conflict with any agreement, understanding, policy or other arrangement that he is a party to or otherwise subject to or bound by (including, without limitation, any such agreement, understanding, policy or arrangement (i) relating to nondisclosure or nonuse of proprietary information, knowledge or data or (ii) that otherwise assigns, licenses or otherwise transfers any interest in or to any Company Innovation (as defined below) to person or entity other than the Company). The Executive shall not disclose to the Company or otherwise use any confidential or proprietary information or material belonging to any other person or entity.
(d) Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”). Notwithstanding any other provision of this Agreement:
(e) the Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (A) is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
(f) If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
(g) the Executive shall (i) comply with all Company security policies and procedures as in force from time to time including, without limitation, those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, e-mail systems, document storage systems, software licenses, data security, encryption, firewalls and passwords (the “Facilities and Information Technology Resources”); (ii) not access or use any Facilities and Information Technology Resources except as authorized by the Company; and (iii) not access or use any Facilities and Information Technology Resources in any manner after the termination of the Executive’s employment by the Company, whether termination is voluntary or involuntary.
Appears in 1 contract
Nondisclosure and Nonuse of Confidential Information. (a) The Executive shall not disclose or use at any time without the written consent of the Company, either during the Employment Period or thereafter, any Confidential Information (as defined below) 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 employment creates a relationship performance in good faith of confidence duties assigned to the Executive by the Company or is required to be disclosed by law, court order, or similar compulsion; provided, however, that such disclosure shall be limited to the extent so required or compelled; and trust between provided, further, that the Executive shall give the Company notice of such disclosure and cooperate with the Company in seeking suitable protection. The Executive acknowledges that the Company’s Confidential Information has been generated at great effort and expense by the Company and its predecessors and affiliates and has been maintained in a confidential manner by the Company, its predecessors and affiliates. The Executive does not claim any rights to or lien on any Confidential Information. The Executive will immediately notify the Company of any unauthorized possession, use, disclosure, copying, removal or destruction, or attempt thereof, of any Confidential Information by anyone of which the Executive with respect becomes aware and of all details thereof. The Executive shall take all reasonably appropriate steps to any information that is applicable safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Executive shall deliver to the business Company on the day this Agreement is terminated, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof regardless of the form thereof (including electronic and optical copies)) relating to the Confidential Information or the Work Product (as defined below) of the Company or any of its affiliates which the affiliatesExecutive may then possess or have under his control.
(b) As used in this Agreement, any the term “Confidential Information” means information that is otherwise not generally known to the public and that is used, developed or obtained by the Company or any affiliate in connection with its business business, including, but not limited to, information, observations and data obtained by the Executive while employed by the Company or any information that is applicable predecessors thereof (including those obtained prior to the date hereof) concerning (i) the business of any client, customer or other commercial partner affairs of the Company or the affiliates, which may be made known to the Executive or learned by the Executive in such context during the period of his employment with the Company. All such information, whether oral or written, has commercial value in the business in which the Company is engaged and is referred to herein as “Confidential Information”.
(b) The Company owns all right, title and interest in and to all Confidential Information. The Executive hereby assigns to the Company all right, title and interest that he may have acquired or hereafter may acquire in all Confidential Information. The Executive shall, at all times, both during the Employment Period and after the termination of the Employment Period, keep in confidence and trust all Confidential Information and the Executive shall not use or disclose any Confidential Information except as may be necessary in the ordinary course of performing his duties as an employee of the Company. Upon termination of the Employment Period, or at any time upon the request of the Company before such termination, the Executive shall promptly (but no later than five (5) days after the earlier of such termination or such request) destroy or deliver to the Companypredecessors), at the Company’s option, all Confidential Information in the Executive’s control or possession and a written certification of the Executive’s compliance with such obligations.
(c) the Executive hereby represents and warrants to the Company that neither his performance of the terms of this Agreement nor his employment with the Company will breach or conflict with any agreement, understanding, policy or other arrangement that he is a party to or otherwise subject to or bound by (including, without limitation, any such agreement, understanding, policy or arrangement (i) relating to nondisclosure or nonuse of proprietary information, knowledge or data or (ii) that otherwise assignstechnologies, licenses products or otherwise transfers any interest in or to any Company Innovation (as defined below) to person or entity other than the Company). The Executive shall not disclose to the Company or otherwise use any confidential or proprietary information or material belonging to any other person or entity.
(d) Notice of Immunity Under the Economic Espionage Act of 1996services, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”). Notwithstanding any other provision of this Agreement:
(e) the Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (A) is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
(f) If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
(g) the Executive shall (i) comply with all Company security policies and procedures as in force from time to time including, without limitation, those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, e-mail systems, document storage systems, software licenses, data security, encryption, firewalls and passwords (the “Facilities and Information Technology Resources”); (ii) not access or use any Facilities and Information Technology Resources except as authorized by the Company; and (iii) not access or use any Facilities data, test results, designs, methods, formulae, production methods, know-how, show-how, techniques, systems, processes, specifications, drawings, reports, software programs, works of authorship, research and Information Technology Resources in any manner after the termination of the Executive’s employment by the Companydevelopment, (iv) inventions, new developments and trade secrets, whether termination patentable or unpatentable and whether or not reduced to practice, (v) existing and prospective licensors, licensees, partners, customers, clients, contractors and suppliers, (vi) agreements with licensees, licensors, partners, customers, clients, contractors, suppliers and other entities or individuals, (vii) projects, plans and proposals, (vii) fees, costs and pricing structures, (viii) accounting and business methods, (ix) business strategies, acquisition plans and candidates, financial or other performance data and personnel lists and data, and (x) all similar and related information in whatever form, unless the information is voluntary or involuntarybecomes publicly known through lawful means.
Appears in 1 contract
Samples: Employment Agreement (Tonix Pharmaceuticals Holding Corp.)
Nondisclosure and Nonuse of Confidential Information. (a) The Executive’s employment creates a relationship of confidence and trust between the Company and the Executive with respect to any information that is applicable to the business of the Company or the affiliates, any information that is otherwise used, developed or obtained by the Company or any affiliate in connection with its business and any information that is applicable to the business of any client, customer or other commercial partner of the Company or the affiliates, which may be made known to the Executive or learned by the Executive in such context during the period of his employment with the Company. All such information, whether oral or written, has commercial value in the business in which the Company is engaged and is referred to herein as “Confidential Information”.
(b) The Company owns all right, title and interest in and to all Confidential Information. The Executive hereby assigns to the Company all right, title and interest that he may have acquired or hereafter may acquire in all Confidential Information. The Executive shall, at all times, both during the Employment Period From and after the termination of the Employment Perioddate hereof, keep in confidence and trust all Confidential Information and the Executive shall not use or disclose to any Confidential Information person, firm, company or other business entity (other than any officer, director, employee, Affiliate, or representative of the Parent or the Company), except as may be necessary required in connection with the ordinary course of performing his duties as an employee of the Company. Upon termination of the Employment Period, or at any time upon the request of the Company before such termination, the Executive shall promptly (but no later than five (5) days after the earlier of such termination or such request) destroy or deliver to the Company, at the Company’s option, all Confidential Information in the Executive’s control or possession and a written certification performance of the Executive’s duties under and in compliance with such obligations.
(c) the Executive hereby represents and warrants to the Company that neither his performance of the terms of this Agreement nor his employment with the Company will breach and as required or conflict with any agreement, understanding, policy permitted by law or other arrangement that he is a party to or otherwise subject to or bound by (including, without limitationjudicial process, any such agreementConfidential Information (as hereinafter defined) for any reason or purpose whatsoever, understandingnor shall the Executive make use of any of the Confidential Information for the Executive’s purposes or for the benefit of any person or entity except the Employer. Nothing in this Agreement, policy however, is intended to prohibit, limit, or arrangement discourage Executive from (i) relating to nondisclosure reporting possible violations of law to, filing a charge or nonuse of proprietary informationcomplaint with, knowledge or data communicating with the Equal Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, or (ii) that otherwise assigns, licenses or otherwise transfers any interest in or to any Company Innovation (as defined below) to person or entity other than the Company). The Executive shall not disclose to the Company or otherwise use any confidential or proprietary information or material belonging to any other person or entity.
(d) Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”). Notwithstanding any other provision of this Agreement:
(e) the Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (A) is made: (1) in confidence to a federal, state, or local government officialagency (“Government Agencies”), either directly or indirectlywithout notice to the Employer, or to (ii) participating in an attorney; and (2) solely for the purpose of reporting investigation or investigating a suspected violation of law; or (B) is made in a complaint proceeding conducted by any Government Agencies, including providing documents or other document that is filed under seal in a lawsuit or other proceedinginformation, without notice to the Employer.
(fb) If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation For purposes of lawthis Agreement, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
(g) the Executive “Confidential Information” shall mean (i) comply with the Intellectual Property Rights (as hereinafter defined) of the Parent, the Company, or any Affiliates (collectively, the “Company Group”), (ii) all other information of a proprietary nature relating to the Company security policies and procedures as in force from time to time Group, or the business or assets of the Company Group, including, without limitation, those regarding computer equipmentbooks, telephone systemsrecords, voicemail systemscustomer and registered user lists, facilities accessvendor lists, monitoringsupplier lists, key cardsdistribution channels, access codespricing information, cost information, marketing plans, strategies, forecasts, financial statements, budgets and projections and (iii) any confidential and proprietary information in the possession of the Company intranetGroup or any customer of the Company Group or any other third party other than information which is generally within the public domain at the time of the receipt thereof by Executive or at the time of use or disclosure of such Confidential Information by Executive other than as a result of the breach by Executive of this Agreement. “Confidential Information” does not include information: (i) which is now, internetor hereafter becomes, social media and instant messaging systems, e-mail systems, document storage systems, software licenses, data security, encryption, firewalls and passwords (generally available to the “Facilities and Information Technology Resources”)public thorough any means except for Executive’s breach of this Agreement; (ii) not access or use any Facilities and Information Technology Resources except as authorized which Executive can show was already lawfully in his possession when first disclosed by the CompanyCompany Group and which was not acquired directly or indirectly from the Company Group; (iii) which has been lawfully acquired from a third party who did not obtain it under a pledge of secrecy to the Company Group; (iv) which has been independently developed by the Executive before the Effective Date as evidenced by written records; and (iiiv) not access the disclosure of which is required by governmental regulation or use any Facilities and Information Technology Resources in any manner after the termination an order from a court of the Executive’s employment by the Company, whether termination is voluntary or involuntarycompetent jurisdiction.
Appears in 1 contract
Nondisclosure and Nonuse of Confidential Information. (a) The Executive’s employment creates a relationship of confidence and trust between the Company and the Executive with respect to any information that is applicable to the business of the Company or the affiliates, any information that is otherwise used, developed or obtained by the Company or any affiliate in connection with its business and any information that is applicable to the business of any client, customer or other commercial partner of the Company or the affiliates, which may be made known to the Executive or learned by the Executive in such context during the period of his employment with the Company. All such information, whether oral or written, has commercial value in the business in which the Company is engaged and is referred to herein as “Confidential Information”.
(b) The Company owns all right, title and interest in and to all Confidential Information. The Executive hereby assigns to the Company all right, title and interest that he may have acquired or hereafter may acquire in all Confidential Information. The Executive shall, at all times, both during the Employment Period and after the termination of the Employment Period, keep in confidence and trust all Confidential Information and the Executive shall not use or disclose any Confidential Information except as may be necessary in the ordinary course of performing his duties as an employee of the Company. Upon termination of the Employment Period, or at any time upon the request of the Company before such termination, the Executive shall promptly (but no later than five (5) days after the earlier of such termination or such request) destroy or deliver to the Company, at the Company’s option, all Confidential Information in the Executive’s control or possession and a written certification of the Executive’s compliance with such obligations.
(c) the Executive hereby represents and warrants to the Company that neither his performance of the terms of this Agreement nor his employment with the Company will breach or conflict with any agreement, understanding, policy or other arrangement that he is a party to or otherwise subject to or bound by (including, without limitation, any such agreement, understanding, policy or arrangement (i) relating to nondisclosure or nonuse of proprietary information, knowledge or data or (ii) that otherwise assigns, licenses or otherwise transfers any interest in or to any Company Innovation (as defined below) to person or entity other than the Company). The Executive shall not disclose to the Company or otherwise use any confidential or proprietary information or material belonging to any other person or entity.
(d) Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”). Notwithstanding any other provision of this Agreement:
(e) the Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (A) is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
(f) If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
(g) the Executive shall (i) comply with all Company security policies and procedures as in force from time to time including, without limitation, those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, e-mail systems, document storage systems, software licenses, data security, encryption, firewalls and passwords (the “Facilities and Information Technology Resources”); (ii) not access or use any Facilities and Information Technology Resources except as authorized by the Company; and (iii) not access or use any Facilities and Information Technology Resources in any manner after the termination of the Executive’s employment by the Company, whether termination is voluntary or involuntary.
Appears in 1 contract
