Common use of Nondisclosure and Nonuse of Confidential Information Clause in Contracts

Nondisclosure and Nonuse of Confidential Information. Executive shall not disclose or use at any time, either during Executive’s employment with the Company or thereafter, any Confidential Information (as defined below) of which Executive is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly related to and required by Executive’s performance of duties assigned to Executive by the Company; provided that nothing herein shall restrict Executive from disseminating personal knowledge gained during the course of Executive’s employment with the Company after the second anniversary of the termination of Executive’s employment with the Company to the extent such personal knowledge is not the property of the Company. Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As used in this Agreement, the term “Confidential Information” is defined by O.C.G.A. §13-8-51(3) and means information that is not generally known to the public and that is used, developed or obtained by the Company in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings, photographs and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers and clients and customer or client lists, (xii) copyrightable works, (xiv) all technology and trade secrets, (xv) business plans and financial models, and (xvi) all similar and related information in whatever form. Confidential Information shall not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features constituting such information have been published in combination. Notwithstanding the foregoing, “Confidential Information” shall not include any information (a) of which Executive became aware prior to Executive’s affiliation with the Company (b) of which Executive learns from sources other than the Company, whether prior to or after such information is actually disclosed by the Company, or (c) which is disclosed in a prospectus or other documents for dissemination to the public.

Appears in 4 contracts

Samples: At Will Employment Agreement (Cbeyond, Inc.), At Will Employment Agreement (Cbeyond, Inc.), At Will Employment Agreement (Cbeyond, Inc.)

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Nondisclosure and Nonuse of Confidential Information. Executive shall not willfully disclose or use at any time, either during Executive’s his employment with the Company Corporation or thereafter, any Confidential Information (as defined below) of which Executive is or becomes aware, whether or not such information is developed by Executivehim, except to the extent that such disclosure or use is directly related to and required by Executive’s 's performance of duties assigned to Executive by the Company; provided that nothing herein shall restrict Executive from disseminating personal knowledge gained during LLC or the course of Executive’s employment with the Company after the second anniversary of the termination of Executive’s employment with the Company to the extent such personal knowledge is not the property of the CompanyCorporation. Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As used in this Agreement, the term "Confidential Information” is defined by O.C.G.A. §13-8-51(3) and " means information that is not generally known to the public and that is used, developed or obtained by the Company LLC, the Corporation, or its Subsidiaries in connection with its their business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings, photographs and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers and clients and customer or client lists, (xii) copyrightable works, (xivxiii) all technology and trade secrets, (xvxiv) strategic plans, business plans plans, budgets and financial models, and (xvixv) all similar and related information in whatever form. Notwithstanding the foregoing, "Confidential Information Information" shall not include any information that has been (A) of which Executive became aware prior to his affiliation with the Corporation and the LLC, (B) of which Executive learns from sources other than the LLC, the Corporation or its Subsidiaries or (C) which is disclosed in a prospectus or other documents for dissemination to the public or published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features constituting such information portions thereof have been published in combination. Notwithstanding the foregoing, “Confidential Information” shall not include any information (a) of which Executive became aware prior to Executive’s affiliation with the Company (b) of which Executive learns from sources other than the Company, whether prior to or after such information is actually disclosed by the Company, or (c) which is disclosed in a prospectus or other documents for dissemination to the publicpublished.

Appears in 4 contracts

Samples: Executive Purchase Agreement (Choice One Communications Inc), Executive Purchase Agreement (Choice One Communications Inc), Executive Purchase Agreement (Choice One Communications Inc)

Nondisclosure and Nonuse of Confidential Information. Executive shall not disclose or use at any time, either during Executive’s employment with the Company or thereafter, any Confidential Information (as defined below) of which Executive is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly related to and required by Executive’s performance of duties assigned to Executive by the Company; provided that nothing herein shall restrict Executive from disseminating personal knowledge gained during the course of Executive’s employment with the Company after the second anniversary of the termination of Executive’s employment with the Company to the extent such personal knowledge is not the property of the Company. Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As used in this Agreement, the term “Confidential Information” is defined by O.C.G.A. §13-8-51(3) and means information that is not generally known to the public and that is used, developed or obtained by the Company in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings, photographs and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers and clients and customer or client lists, (xii) copyrightable works, (xiv) all technology and trade secrets, (xv) business plans and financial models, and (xvi) all similar and related information in whatever form. Confidential Information shall not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features constituting such information have been published in combination. Notwithstanding the foregoing, “Confidential Information” shall not include any information (a) of which Executive became aware prior to Executive’s affiliation with the Company (b) of which Executive learns from sources other than the Company, whether prior to or after such information is actually disclosed by the Company, or (c) which is disclosed in a prospectus or other documents for dissemination to the public.

Appears in 2 contracts

Samples: Employment Agreement (Cbeyond Communications Inc), At Will Employment Agreement (Cbeyond, Inc.)

Nondisclosure and Nonuse of Confidential Information. Executive shall not disclose or use at any timetime after the date of this Agreement, either whether before, during or after Executive’s employment with any of the Company or thereafterParties, any Confidential Information (as defined below) of which Executive is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly related to and required by Executive’s performance of duties assigned to Executive by the Companyany of the Company Parties; provided that nothing herein shall restrict Executive from disseminating personal knowledge gained during the course of Executive’s employment with the Company Parties after the second anniversary of (i) May 1, 2000, if Executive fails to become an employee of the Company Parties or (ii) the termination of Executive’s employment with the Company Parties, to the extent such personal knowledge is not the property of any of the CompanyCompany Parties. Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As used in this Agreement, the term “Confidential Information” is defined by O.C.G.A. §13-8-51(3) and means information that is not generally known to the public and that is used, developed or obtained by any of the Company Parties in connection with its their business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, analysis (v) drawings, photographs and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers and clients and customer or client lists, (xii) copyrightable works, (xiv) all technology and trade secrets, (xv) business plans and financial models, and (xvi) all similar and related information in whatever form. Confidential Information shall not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features constituting such information have been published in combination. Notwithstanding the foregoing, “Confidential Information” shall not include any information (a) of which Executive became aware prior to Executive’s affiliation with the any of the Company Parties (b) of which Executive learns from sources other than the CompanyCompany Parties, whether prior to or after such information is actually disclosed by any of the CompanyCompany Parties, or (c) which is disclosed in a prospectus or other documents for dissemination to the public.

Appears in 1 contract

Samples: Executive Purchase Agreement (Cbeyond Communications Inc)

Nondisclosure and Nonuse of Confidential Information. Executive shall not disclose or use at any time, either during Executive’s his employment with the Company and its Subsidiaries or thereafter, any Confidential Information (as defined below) of which Executive is or becomes aware, whether or not such information is developed by Executivehim, except to the extent that such disclosure or use is directly related to and required by Executive’s 's performance of duties assigned to Executive by the Company; provided that nothing herein shall restrict Executive from disseminating personal knowledge gained during the course of Executive’s employment with the Company after the second anniversary of the termination of Executive’s employment with the Company and its Subsidiaries, or to the extent such personal knowledge disclosure is not expressly addressed by and is permissible under the property of confidentiality provisions set forth in the CompanyEquity Purchase Agreement. Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As used in this Agreement, the term “Confidential Information” is defined by O.C.G.A. §13-8-51(3) and "CONFIDENTIAL INFORMATION" means information that is not generally known to the public and that is used, developed or obtained by the Company or its Subsidiaries in connection with its their business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings, photographs and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers customer and clients and client information (including customer or client lists), (xii) copyrightable works, (xiv) all technology and trade secrets, (xv) business plans and financial models, and (xvi) all similar and related information in whatever form. Confidential Information shall not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features constituting such information have been published in combination. Notwithstanding the foregoing, “Confidential Information” shall not include any information (a) of which Executive became aware prior to Executive’s affiliation with the Company (b) of which Executive learns from sources other than the Company, whether prior to or after such information is actually disclosed by the Company, or (c) which is disclosed in a prospectus or other documents for dissemination to the publiccom- bination.

Appears in 1 contract

Samples: Securities Agreement (Comple Tel LLC)

Nondisclosure and Nonuse of Confidential Information. Executive Employee shall not disclose or use at any time, either during Executive’s his employment with the Company or his Secondment to CompleTel Europe or thereafter, any Confidential Information (as defined below) of which Executive Employee is or becomes aware, whether or not such information is developed by Executivehim, except to the extent that such disclosure or use is directly related to and required by Executive’s Employee's performance of duties assigned to Executive Employee by the Company; provided that nothing herein shall restrict Executive from disseminating personal knowledge gained during the course of Executive’s employment with the Company after the second anniversary of the termination of Executive’s employment with the Company to the extent such personal knowledge is not the property of the Companyor CompleTel Europe. Executive Employee shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As used in this Agreement, the term "Confidential Information” is defined by O.C.G.A. §13-8-51(3) and " means information that is not generally known to the public and that is used, developed or obtained by the Company or CompleTel Europe in connection with its businesstheir businesses, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings, photographs and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers customer and clients and client information (including customer or client lists), (xii) copyrightable works, (xiv) all technology and trade secrets, (xv) business plans and financial models, and (xvi) all similar and related information in whatever form. Confidential Information shall not include any information that has been published in a form generally available to the public prior to the date Executive Employee proposes to disclose or use such information. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features constituting such information have been published in combination. Notwithstanding the foregoing, “Confidential Information” shall not include any information (a) of which Executive became aware prior to Executive’s affiliation with the Company (b) of which Executive learns from sources other than the Company, whether prior to or after such information is actually disclosed by the Company, or (c) which is disclosed in a prospectus or other documents for dissemination to the public.

Appears in 1 contract

Samples: Employment Agreement (Comple Tel Europe Nv)

Nondisclosure and Nonuse of Confidential Information. Executive shall not disclose or use at any time, either during Executive’s his employment with the Company or thereafter, any Confidential Information (as defined below) of which Executive is or becomes aware, whether or not such information is developed by Executivehim, except to the extent that such disclosure or use is directly related to and required by Executive’s 's performance of duties assigned to Executive by the LLC or the Company; provided that nothing herein shall restrict Executive from disseminating personal knowledge gained during the course of Executive’s employment with the Company after the second anniversary of the termination of Executive’s employment with the Company , or to the extent such personal knowledge disclosure is not permissible under the property of confidentiality provisions set forth in the CompanyStock Purchase Agreement. Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As used in this Agreement, the term "Confidential Information” is defined by O.C.G.A. §13-8-51(3) and " means information that is not generally known to the public and that is used, developed or obtained by the Company LLC, the Company, or its Subsidiaries in connection with its their business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings, photographs and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers and clients and customer or client lists, (xii) copyrightable works, (xiv) all technology and trade secrets, (xv) business plans and financial models, and (xvi) all similar and related information in whatever form. Confidential Information shall not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features constituting such information have been published in combination. Notwithstanding the foregoing, "Confidential Information" shall not include any information of which (a) of which Executive became aware prior to Executive’s his affiliation with the Company and the LLC, (b) of which Executive learns from sources other than the CompanyLLC, the Company or its Subsidiaries, whether prior to or after such information is actually disclosed by the CompanyLLC, the Company or its Subsidiaries or (c) which is disclosed in a prospectus or other documents for dissemination to the public.

Appears in 1 contract

Samples: Executive Purchase Agreement (Allegiance Telecom Inc)

Nondisclosure and Nonuse of Confidential Information. Executive shall not disclose or use at any time, either during Executive’s his employment with the Company and its Subsidiaries or thereafter, any Confidential Information (as defined below) of which Executive is or becomes aware, whether or not such information is developed by Executivehim, except to the extent that such disclosure or use is directly related to and required by Executive’s 's performance of duties assigned to Executive by the Company; provided that nothing herein shall restrict Executive from disseminating personal knowledge gained during the course of Executive’s employment with the Company after the second anniversary of the termination of Executive’s employment with the Company and its Subsidiaries, or to the extent such personal knowledge disclosure is not expressly addressed by and is permissible under the property of confidentiality provisions set forth in the CompanyEquity Purchase Agreement. Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As used in this Agreement, the term “Confidential Information” is defined by O.C.G.A. §13-8-51(3) and "CONFIDENTIAL INFORMATION" means information that is not generally known to the public and that is used, developed or obtained by the Company or its Subsidiaries in connection with its their business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings, photographs and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers customer and clients and client information (including customer or client lists), (xii) copyrightable works, (xiv) all technology and trade secrets, (xv) business plans and financial models, and (xvi) all similar and related information in whatever form. Confidential Information shall not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features constituting such information have been published in combination. Notwithstanding the foregoing, “Confidential Information” shall not include any information (a) of which Executive became aware prior to Executive’s affiliation with the Company (b) of which Executive learns from sources other than the Company, whether prior to or after such information is actually disclosed by the Company, or (c) which is disclosed in a prospectus or other documents for dissemination to the publiccom bination.

Appears in 1 contract

Samples: Securities Agreement (Comple Tel LLC)

Nondisclosure and Nonuse of Confidential Information. Executive shall not disclose or use at any time, either during Executive’s employment with any of the Company Parties or thereafter, any Confidential Information (as defined below) of which Executive is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly related to and required by Executive’s performance of duties assigned to Executive by the Companyany of the Company Parties; provided that nothing herein shall restrict Executive from disseminating personal knowledge gained during the course of Executive’s employment with the Company Parties after the second anniversary of the termination of Executive’s employment with the Company Parties to the extent such personal knowledge is not the property of any of the CompanyCompany Parties. Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As used in this Agreement, the term “Confidential Information” is defined by O.C.G.A. §13-8-51(3) and means information that is not generally known to the public and that is used, developed or obtained by any of the Company Parties in connection with its their business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings, photographs photographs. and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers and clients and customer or client lists, (xii) copyrightable works, (xiv) all technology and trade secrets, (xv) business plans and financial models, and (xvi) all similar and related information in whatever form. Confidential Information shall not include any information that has been published in a form generally available to the to the public prior to the date Executive proposes to disclose or use such information. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features constituting such information have been published in combination. Notwithstanding the foregoing, “Confidential Information” shall not include any information (a) of which Executive became aware prior to Executive’s affiliation with the any of the Company Parties (b) of which Executive learns from sources other than the CompanyCompany Parties, whether prior to or after such information is actually disclosed by any of the CompanyCompany Parties, or (c) which is disclosed in a prospectus or other documents for dissemination to the public.

Appears in 1 contract

Samples: Executive Purchase Agreement (Cbeyond Communications Inc)

Nondisclosure and Nonuse of Confidential Information. Executive shall not disclose or use at any time, either during Executive’s his employment with the Company or his Secondment to CompleTel Europe or thereafter, any Confidential Information (as defined below) of which Executive is or becomes aware, whether or not such information is developed by Executivehim, except to the extent that such disclosure or use is directly related to and required by Executive’s 's performance of duties assigned to Executive by the Company; provided that nothing herein shall restrict Executive from disseminating personal knowledge gained during the course of Executive’s employment with the Company after the second anniversary of the termination of Executive’s employment with the Company to the extent such personal knowledge is not the property of the Companyor CompleTel Europe. Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As used in this Agreement, the term "Confidential Information” is defined by O.C.G.A. §13-8-51(3) and " means information that is not generally known to the public and that is used, developed or obtained by the Company or CompleTel Europe in connection with its businesstheir businesses, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings, photographs and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers customer and clients and client information (including customer or client lists), (xii) copyrightable works, (xiv) all technology and trade secrets, (xv) business plans and financial models, and (xvi) all similar and related information in whatever form. Confidential Information shall not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features constituting such information have been published in combination. Notwithstanding the foregoing, “Confidential Information” shall not include any information (a) of which Executive became aware prior to Executive’s affiliation with the Company (b) of which Executive learns from sources other than the Company, whether prior to or after such information is actually disclosed by the Company, or (c) which is disclosed in a prospectus or other documents for dissemination to the public.

Appears in 1 contract

Samples: Employment Agreement (Comple Tel Europe Nv)

Nondisclosure and Nonuse of Confidential Information. Executive Consultant acknowledges that during the course of his engagement for services performed both prior to the effective date of this Agreement and during this Agreement, he will acquire Confidential Information, as defined below. Consultant shall not disclose or use at any time, either during Executive’s employment his consulting period with the Company PMC or its Subsidiaries or thereafter, any Confidential Information (as defined below) of which Executive Consultant is or becomes aware, whether or not such information is developed by Executivehim, except to the extent that such disclosure or use is directly related to and required by Executive’s Consultant's performance of duties assigned to Executive Consultant by the Company; provided that nothing herein shall restrict Executive from disseminating personal knowledge gained during the course of Executive’s employment with the Company after the second anniversary of the termination of Executive’s employment with the Company to the extent such personal knowledge is not the property of the CompanyPMC or its Subsidiaries. Executive Consultant shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As used in this Agreement, the term "Confidential Information” is defined by O.C.G.A. §13-8-51(3) and " means information that is not generally known to the public and that is used, developed or obtained by the Company PMC or its Subsidiaries in connection with its their business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings, photographs and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers customer and clients and client information (including customer or client lists), (xii) copyrightable works, (xiv) all technology and trade secrets, (xv) business plans and financial models, and (xvi) all similar and related information in whatever form. Confidential Information shall not include any information that has been published in a form generally available to the public prior to the date Executive Consultant proposes to disclose or use such information. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features constituting such information have been published in combination. Notwithstanding the foregoing, “Confidential Information” shall not include any information (a) of which Executive became aware prior to Executive’s affiliation with the Company (b) of which Executive learns from sources other than the Company, whether prior to or after such information is actually disclosed by the Company, or (c) which is disclosed in a prospectus or other documents for dissemination to the public.

Appears in 1 contract

Samples: Nonsolicitation Agreement (PMC International Inc)

Nondisclosure and Nonuse of Confidential Information. Executive ---------------------------------------------------- shall not disclose or use at any time, either during Executive’s his employment with the Company or its Subsidiaries or thereafter, any Confidential Information (as defined below) of which Executive is or becomes aware, whether or not such information is developed by Executivehim, except to the extent that such disclosure or use is directly related to and required by Executive’s 's performance of duties assigned to Executive by the Company; provided that nothing herein shall restrict Executive from disseminating personal knowledge gained during the course of Executive’s employment with the Company after the second anniversary of the termination of Executive’s employment with the Company to the extent such personal knowledge is not the property of the Companyor its Subsidiaries. Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As used in this Agreement, the term "Confidential Information” is defined by O.C.G.A. §13-8-51(3) and " means information that is not ------------------------ generally known to the public and that is used, developed or obtained by the Company or its Subsidiaries in connection with its their business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings, photographs and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers customer and clients and client information (including customer or client lists), (xii) copyrightable works, (xivxiii) all technology and trade secrets, (xvxiv) business plans and financial models, and (xvixv) all similar and related information in whatever form. Confidential Information shall not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features constituting such information have been published in combination. Notwithstanding the foregoing, “Confidential Information” shall not include any information (a) of which Executive became aware prior to Executive’s affiliation with the Company (b) of which Executive learns from sources other than the Company, whether prior to or after such information is actually disclosed by the Company, or (c) which is disclosed in a prospectus or other documents for dissemination to the public.

Appears in 1 contract

Samples: Executive Securities Agreement (Comple Tel LLC)

Nondisclosure and Nonuse of Confidential Information. Executive shall not disclose or use at any time, either during Executive’s his employment with the Company and its Subsidiaries or thereafter, any Confidential Information (as defined below) of which Executive is or becomes aware, whether or not such information is developed by Executivehim, except to the extent that such disclosure or use is directly related to and required by Executive’s 's performance of duties assigned to Executive by the Company; provided that nothing herein shall restrict Executive from disseminating personal knowledge gained during the course of Executive’s employment with the Company after the second anniversary of the termination of Executive’s employment with the Company and its Subsidiaries, or to the extent such personal knowledge disclosure is not expressly addressed by and is permissible under the property of confidentiality provisions set forth in the CompanyEquity Purchase Agreement. Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As used in this Agreement, the term “Confidential Information” is defined by O.C.G.A. §13-8-51(3) and "CONFIDENTIAL INFORMATION" means information that is not generally known to the public and that is used, developed or obtained by the Company or its Subsidiaries in connection with its their business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings, photographs and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers customer and clients and client information (including customer or client lists), (xii) copyrightable works, (xiv) all technology and trade secrets, (xv) business plans and financial models, and (xvi) all similar and related information in whatever form. Confidential Information shall not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features constituting such information have been published in combination. Notwithstanding the foregoing, “Confidential Information” shall not include any information (a) of which Executive became aware prior to Executive’s affiliation with the Company (b) of which Executive learns from sources other than the Company, whether prior to or after such information is actually disclosed by the Company, or (c) which is disclosed in a prospectus or other documents for dissemination to the public.

Appears in 1 contract

Samples: Executive Securities Agreement (Comple Tel LLC)

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Nondisclosure and Nonuse of Confidential Information. Executive shall not disclose or use at any time, either during Executive’s employment with any of the Company Parties or thereafter, any Confidential Information (as defined below) of which Executive is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly related to and required by Executive’s performance of duties assigned to Executive by the Companyany of the Company Parties; provided that nothing herein shall restrict Executive from disseminating personal knowledge gained during the course of Executive’s employment with the Company Parties after the second anniversary of the termination of Executive’s employment with the Company Parties to the extent such personal knowledge is not the property of any of the CompanyCompany Parties. Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As used in this Agreement, the term “Confidential Information” is defined by O.C.G.A. §13-8-51(3) and means information that is not generally known to the public and that is used, developed or obtained by any of the Company Parties in connection with its their business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings, photographs and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers and clients and customer or client lists, (xii) copyrightable works, (xiv) all technology and trade secrets, (xv) business plans and financial models, and (xvi) all similar and related information in whatever form. Confidential Information shall not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features constituting such information have been published in combination. Notwithstanding the foregoing, “Confidential Information” shall not include any information (a) of which Executive became aware prior to Executive’s affiliation with the any of the Company Parties (b) of which Executive learns from sources other than the CompanyCompany Parties, whether prior to or after such information is actually disclosed by any of the CompanyCompany Parties, or (c) which is disclosed in a prospectus or other documents for dissemination to the public.

Appears in 1 contract

Samples: Executive Purchase Agreement (Cbeyond Communications Inc)

Nondisclosure and Nonuse of Confidential Information. Executive shall will not disclose or use at any time, either during Executive’s his employment with the Company or thereafter, any Confidential Information (as defined below) of which Executive is or becomes aware, whether or not such information is developed by Executivehim, except as required by applicable law and except to the extent that such disclosure or use is directly related to and required by Executive’s 's performance of duties assigned to Executive by the Company; provided that nothing herein shall restrict Board, the Management Board of ComCor-TV, the Chief Executive from disseminating personal knowledge gained during the course Officer of Executive’s employment with the Company after or the second anniversary Chairman of the termination Management Board of Executive’s employment with the Company to the extent such personal knowledge is not the property of the CompanyComCor-TV, as applicable. Executive shall will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As used in For purposes of this Agreement, the term “"Confidential Information” is defined by O.C.G.A. §13-8-51(3) and " means information that is not generally known to the public and that is used, developed or obtained by the Company or ComCor-TV in connection with its businesstheir businesses, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings, photographs and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers customer and clients and client information (including customer or client lists), (xii) copyrightable works, (xiv) all technology and trade secrets, and (xv) business plans and financial models, and (xvi) all similar and related information in whatever form. Confidential Information shall does not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Information shall will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features constituting such information have been published in combination. Notwithstanding the foregoing, “Confidential Information” shall not include any information (a) of which Executive became aware prior to Executive’s affiliation with the Company (b) of which Executive learns from sources other than the Company, whether prior to or after such information is actually disclosed by the Company, or (c) which is disclosed in a prospectus or other documents for dissemination to the public.

Appears in 1 contract

Samples: Employment Agreement (Moscow Cablecom Corp)

Nondisclosure and Nonuse of Confidential Information. Executive shall ---------------------------------------------------- not disclose or use at any time, either during Executive’s his employment with the Company Corporation or thereafter, any Confidential Information (as defined below) of which Executive is or becomes aware, whether or not such information is developed by Executivehim, except to the extent that such disclosure or use is directly related to and required by Executive’s 's performance of duties assigned to Executive by the Company; provided Corporation or is required by law. In addition, the Executive acknowledges that nothing herein shall restrict Executive from disseminating personal knowledge gained during some Confidential Information will contain material, non- public information (within the course of Executive’s employment with the Company after the second anniversary meaning of the termination federal securities laws) that may remain material and non-public for an extended period of Executive’s employment time. You are aware that the Federal securities laws impose restrictions on trading by persons in possession of non-public information and agree to comply with the Company to the extent such personal knowledge is not the property of the Companyrestrictions. Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As used in this Agreement, the term "Confidential Information” is defined by O.C.G.A. §13-8-51(3) and " means information that is not generally known to the public and that is used, developed or obtained by the Company Corporation in connection with its their business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings, photographs and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers and clients and customer or client lists, (xii) copyrightable works, (xivxiii) all technology and trade secrets, (xvxiv) strategic plans, potential acquisitions, business plans plans, budgets and financial models, and (xvixv) all similar and related information in whatever form. Notwithstanding the foregoing, "Confidential Information Information" shall not include any information that has been (A) of which Executive became aware prior to his affiliation with the Corporation, (B) of which Executive learns from sources other than the Corporation or (C) which is disclosed in a prospectus or other documents for dissemination to the public or published in a form generally available to the public prior to the date Executive proposes to disclose discloses or use uses such information. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features constituting such information portions thereof have been published in combination. Notwithstanding the foregoing, “Confidential Information” shall not include any information (a) of which Executive became aware prior to Executive’s affiliation with the Company (b) of which Executive learns from sources other than the Company, whether prior to or after such information is actually disclosed by the Company, or (c) which is disclosed in a prospectus or other documents for dissemination to the publicpublished.

Appears in 1 contract

Samples: Employment Agreement (Choice One Communications Inc)

Nondisclosure and Nonuse of Confidential Information. Executive shall not disclose or use at any time, either during Executive’s employment with the Company or thereafter, any Confidential Information (as defined below) of which Executive is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly related to and required by Executive’s performance of duties assigned to Executive by the Company; provided that nothing herein shall restrict Executive from disseminating personal knowledge gained during the course of Executive’s employment with the Company after the second anniversary of the termination of Executive’s employment with the Company to the extent such personal knowledge is not the property of the Company. Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As used in this Agreement, the term “Confidential Information” is defined by O.C.G.A. §13-8-51(3) and means information that is not generally known to the public and that is used, developed or obtained by the Company in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings, photographs and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers and clients and customer or client lists, (xii) copyrightable works, (xiv) all technology and trade secrets, (xv) business plans and financial models, and (xvi) all similar and related information in whatever form. Confidential Information shall not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material Exhibit 10.3 features constituting such information have been published in combination. Notwithstanding the foregoing, “Confidential Information” shall not include any information (a) of which Executive became aware prior to Executive’s affiliation with the Company (b) of which Executive learns from sources other than the Company, whether prior to or after such information is actually disclosed by the Company, or (c) which is disclosed in a prospectus or other documents for dissemination to the public.

Appears in 1 contract

Samples: At Will Employment Agreement (Cbeyond, Inc.)

Nondisclosure and Nonuse of Confidential Information. Executive shall not disclose or use at any time, either during Executive’s his employment with the Company or its Subsidiaries or thereafter, any Confidential Information (as defined below) of which Executive is or becomes aware, whether or not such information is developed by Executivehim, except to the extent that such disclosure or use is directly related to and required by Executive’s 's performance of duties assigned to Executive by the Company; provided that nothing herein shall restrict Executive from disseminating personal knowledge gained during the course of Executive’s employment with the Company after the second anniversary of the termination of Executive’s employment with the Company to the extent such personal knowledge is not the property of the Companyor its Subsidiaries. Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As used in this Agreement, the term “Confidential Information” is defined by O.C.G.A. §13-8-51(3) and "CONFIDENTIAL INFORMATION" means information that is not generally known to the public and that is used, developed or obtained by the Company or its Subsidiaries in connection with its their business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings, photographs and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers customer and clients and client information (including customer or client lists), (xii) copyrightable works, (xiv) all technology and trade secrets, (xv) business plans and financial models, and (xvi) all similar and related information in whatever form. Confidential Information shall not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features constituting such information have been published in combination. Notwithstanding the foregoing, “Confidential Information” shall not include any information (a) of which Executive became aware prior to Executive’s affiliation with the Company (b) of which Executive learns from sources other than the Company, whether prior to or after such information is actually disclosed by the Company, or (c) which is disclosed in a prospectus or other documents for dissemination to the public.

Appears in 1 contract

Samples: Executive Securities Agreement (Comple Tel LLC)

Nondisclosure and Nonuse of Confidential Information. Executive shall not disclose or use at any time, either during Executive’s employment with any of the Company Parties or thereafter, any Confidential Information (as defined below) of which Executive is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly related to and required by Executive’s performance of duties assigned to Executive by the Company; any of the Company Parties: provided that nothing herein shall restrict Executive from disseminating personal knowledge gained during the course of Executive’s employment with the Company Parties after the second anniversary of the termination of Executive’s employment with the Company Parties to the extent such personal knowledge is not the property of any of the CompanyCompany Parties. Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As used in this Agreement, the term “Confidential Information” is defined by O.C.G.A. §13-8-51(3) and means information that is not generally known to the public and that is used, developed or obtained by any of the Company Parties in connection with its their business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings, photographs and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers and clients and customer or client lists, (xii) copyrightable works, (xiv) all technology and trade secrets, (xv) business plans and financial models, and (xvi) all similar and related information in whatever form. Confidential Information shall not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features constituting such information have been published in combination. Notwithstanding the foregoing, “Confidential Information” shall not include any information (a) of which Executive became aware prior to Executive’s affiliation with the any of the Company Parties (b) of which Executive learns from sources other than the CompanyCompany Parties, whether prior to or after such information is actually disclosed by any of the CompanyCompany Parties, or (c) which is disclosed in a prospectus or other documents for dissemination to the public.

Appears in 1 contract

Samples: Executive Purchase Agreement (Cbeyond Communications Inc)

Nondisclosure and Nonuse of Confidential Information. Executive shall not disclose or use at any time, either during Executive’s employment with the Company or thereafter, any Confidential Information (as defined below) of which Executive is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly related to and required by Executive’s performance of duties assigned to Executive by the Company; provided that nothing herein shall restrict Executive from disseminating personal knowledge gained during the course of Executive’s employment with the Company after the second anniversary of the termination of Executive’s employment with the Company to the extent such personal knowledge is not the property of the Company. Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As used in this Agreement, the term “Confidential Information” is defined by O.C.G.A. §13-8-51(3) and means information that is not generally known to the public and that is used, developed or obtained by the Company in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings, photographs and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers and clients and customer or client lists, (xii) copyrightable works, (xiv) all technology and trade secrets, (xv) business plans and financial models, and (xvi) all similar and related information in whatever form. Confidential Information shall Exhibit 10.1 not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features constituting such information have been published in combination. Notwithstanding the foregoing, “Confidential Information” shall not include any information (a) of which Executive became aware prior to Executive’s affiliation with the Company (b) of which Executive learns from sources other than the Company, whether prior to or after such information is actually disclosed by the Company, or (c) which is disclosed in a prospectus or other documents for dissemination to the public.

Appears in 1 contract

Samples: At Will Employment Agreement (Cbeyond, Inc.)

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