Nondisclosure Covenant. The parties acknowledge that Employer and its affiliates are enterprises whose success is attributable largely to the ownership, use and development of certain valuable confidential and proprietary information (the “Proprietary Information”), and that Employee’s employment with Employer will involve access to and work with such information. Employee acknowledges that his relationship with Employer is a confidential relationship, and agrees that (i) he shall keep and maintain the Proprietary Information in strictest confidence, and (ii) he shall not, either directly or indirectly, use any Proprietary Information for his own benefit, or divulge, disclose or communicate any Proprietary Information in any manner whatsoever to any person or Entity other than to employees or agents of Employer having a need to know such Proprietary Information to perform their responsibilities on behalf of Employer, and to other persons or Entities in the normal course of Employer’s business. This nondisclosure obligation shall apply to all Proprietary Information, whether or not Employee participated in the development thereof. Upon termination of his employment with Employer for any reason, Employee will return to Employer all Proprietary Information in any medium and all other documents, data, materials or property of Employer (including any copies thereof) in his possession. For purposes of this Agreement, the term “Proprietary Information” shall include any and all proprietary information related to the business of Employer and its affiliates and stockholders, or to any of their products, services, sales or operations, which is not generally known to the public, specifically including (but without limitation): trade secrets, processes, formulae, compounds and properties thereof, data, files, research results, computer programs and related source codes and object codes, improvements, inventions, techniques, marketing plans, strategies, forecasts, copyrightable material, suppliers, methods and manner of operations; information relating to the identity, needs and location of all past, present and prospective customers; and information with respect to the internal affairs of Employer and its affiliates. Such Proprietary Information may or may not contain legends or other written notice that it is of a confidential or proprietary nature. The parties stipulate that, as between them, the above-described matters are important and confidential and gravely affect the successful condu...
Nondisclosure Covenant. (a) The parties acknowledge that the Company is an enterprise whose success is attributable largely to the ownership, use and development of certain valuable confidential and proprietary information (the "Confidential Data"), and that the Employee's employment with the Company will involve the Employee's access to and work with such information. The Employee acknowledges that his relationship with the Company is a confidential relationship. The Employee covenants and agrees that (i) he shall keep and maintain the Confidential Data in strictest confidence, and (ii) he shall not, either directly or indirectly, use any Confidential Data for his own benefit, or divulge, disclose, or communicate any Confidential Data in any manner whatsoever to any person or entity other than the employees or agents of the Company having a need to know such Confidential Data, and only to the extent necessary to perform their responsibilities on behalf of the Company, and other than in the performance of the Employee's duties in the employment by the Company. The Employee's agreement not to disclose Confidential Data shall apply to all Confidential Data, whether or not the Employee participated in the development thereof. Upon termination of employment for any reason, the Employee will return to the Company all documents, notes, programs, data and any other materials (including any copies thereof) in his/her possession.
(b) For purposes of this Agreement, the term "Confidential Data" shall include any and all information related to the business of the Company, or to its products, sales or businesses which is not general public knowledge, specifically including (but without limiting the generality of the foregoing) all financial and accounting data; computer software; processes; formulae; inventions; methods; trade secrets; computer programs; engineering or technical data, drawings, or designs; manufacturing techniques; patents, patent applications, copyrights and copyright applications (in any such case, whether registered or to be registered in the United States of America or elsewhere) applied for, issued to or owned by the Company; information concerning pricing and pricing policies; marketing techniques; suppliers; methods and manner of operations; and information relating to the identity, needs and location of all past, present and prospective customers. The parties stipulate that as between them the above-described matters are important and confidential and gravely affect ...
Nondisclosure Covenant. During the Restricted Period, Executive shall not, without the prior written consent of the Chief Executive Officer (or the Board, in the case of the Chief Executive Officer), use or exploit for any purpose not related to Executive’s activities on behalf of the Company, or disclose to any person or entity other than an employee, officer or director of the Company (with a need-to-know and to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of Executive’s duties) any Confidential Information (as defined below and in the Confidential Information Agreement) of the Company. In the event that Executive is called upon to disclose Confidential Information in connection with any judicial or administrative proceeding or inquiry, Executive shall (unless prohibited from doing so by law) immediately inform the Company of the proceeding and the potential disclosure of Confidential Information, and shall cooperate with the Company fully to obtain a protective order (or similar protection mechanism) to the extent possible. In the event of any action or proceeding between Executive and the Company, in which disclosure of Confidential Information may be necessary or appropriate, Executive shall limit such disclosure to that which is absolutely necessary and shall cooperate with the Company in obtaining an order to protect the Confidential Information from public disclosure. The Company shall be responsible for any reasonable fees and costs incurred in seeking and obtaining such protective orders.
Nondisclosure Covenant. Employee acknowledges that, in the course of performing services for and on behalf of Company, Employee has had and will continue to have access to Confidential Information. Employee hereby covenants and agrees to maintain in strictest confidence all Confidential Information in trust for Company, its successors and assigns, and to disclose such information only on a "need-to-know" basis in furtherance and for the benefit of the Company's business. During the period of Employee's employment with Company and at any and all times following Employee's termination of employment for any reason, including without limitation Employee's voluntary resignation with or without Good Reason or involuntary termination with Cause, Employee agrees to not misappropriate, utilize for any purpose other than for the direct benefit of the Company, or disclose or make available to anyone outside Company's organization, any Confidential Information or anything relating thereof without the prior written consent of Company, which consent may be withheld by Company for any reason or no reason at all.
Nondisclosure Covenant. Executive recognizes that by virtue of Executive’s employment with the Company, Executive will be granted otherwise prohibited access to trade secrets and other confidential and proprietary information that is not known to its competitors or within the industry generally, that was developed by the Company over a long period of time and/or at substantial expense, and which is confidential in nature or otherwise of great competitive value to the Company. This information (“Confidential and Proprietary Information”) includes, but is not limited to, the Company’s trade secrets; information relating to the Company’s production practices and methods of doing business; sales, marketing, and service strategies, programs, and procedures; contract expiration dates, customers and prospective customers, including, but not limited to, their particularized requirements and preferences, and the identity, authority, and responsibilities of their key contact persons; payment methods; service and product costs; pricing structures and incentive plans; vendors; financial position and business plans; computer programs and databases; research projects; new product and service developments; and any other information of the Company or any of its vendors or customers that the Company informs Executive, or which Executive should know by virtue of Executive’s position or the circumstances in which Executive learned it, is to be kept confidential. Confidential and Proprietary Information does not include information that is (i) in the public domain (except as a result of a breach of this Agreement or Executive’s obligations under a statutory or common law obligation) or (ii) obtained by Executive from a third party subsequent to the termination of Executive’s employment with the Company (except where the third party obtains the information in violation of a contractual obligation, a statutory or common law obligation). Executive agrees that during the Employment Period and at all times thereafter (a) Executive will not disclose, use or permit others to use any Confidential and Proprietary Information, or otherwise make use of any of it for Executive’s own purposes or the purposes of another, except as required in the course of Executive’s employment for the benefit of the Company or as required by law, and (b) Executive will take all reasonable measures, in accordance with the Company’s policies, procedures, and instructions, to protect the Confidential and Proprietary Information fr...
Nondisclosure Covenant. Executive recognizes that by virtue of Executive’s employment with the Company, Executive will be granted otherwise prohibited access to trade secrets and other confidential and proprietary information that is not known to its competitors or within the industry generally, that was developed by the Company over a long period of time and/or at substantial expense, and which is confidential in nature or otherwise of great competitive value to the Company. This information (“Confidential and Proprietary Information”) includes, but is not limited to, the Company’s trade secrets; information relating to the Company’s production practices and methods of doing business; sales, marketing, and service strategies, programs, and procedures; contract expiration dates, customers and prospective customers, including, but not limited to, their particularized requirements and preferences, and the identity, authority, and responsibilities of their key contact persons; payment methods; service and product costs; profit margins and minimally acceptable profit margins; pricing structures and incentive plans; vendors; financial position and business plans; marketing plans; computer programs and databases; research projects; new product and service developments; and any other information of the Company or any of its vendors or customers that the Company informs Executive, or which Executive should know by virtue of his position or the circumstances in which he learned it, is to be kept confidential. Confidential and Proprietary Information does not include information that is (i) in the public domain (except as a result of a breach of this Agreement or Executive’s obligations under a statutory or common law obligation) or (ii) obtained by Executive from a third party subsequent to the termination of Executive’s employment with the Company (except where the third party obtains the information in violation of a contractual obligation, a statutory or common law obligation). Executive agrees that during the Employment Period and at all times thereafter (a) Executive will not disclose, use or permit others to use any Confidential and Proprietary Information, or otherwise make use of any of it for his own purposes or the purposes of another, except as required in the course of his employment for the benefit of the Company or as required by law, and (b) Executive will take all reasonable measures, in accordance with the Company’s policies, procedures, and instructions, to protect the C...
Nondisclosure Covenant. During the term of his employment hereunder, Employee shall have access to confidential and/or proprietary information of the Company, including, but not limited to, books and records, financial information, personnel information, lists of existing or prospective clients and customers (and their special needs and requirements), market research, fee and pricing structures, intellectual property such as the "Covered Items" referred to in the Property Assignment Agreement of even date to which Employee, certain other parties and Sterling are parties (the "Property Assignment Agreement"), and other information (hereafter collectively called "Confidential Information"). Employee recognizes and acknowledges that such Confidential Information is a valuable, special and unique asset of the Company and that the Company's business is dependent on the same. To insure the continued secrecy of this Confidential Information, and in consideration of his employment or continued employment by the Company, Employee agrees and covenants, subject to the next succeeding sentence, that during the Original Term and any renewal term(s) of this Agreement and at all times following the termination of this Agreement and/or his employment (whether such termination occurs as a result of the expiration of the Original Term or any renewal term of this Agreement or by the election of either party) Employee will not, except as is reasonably believed by him to be in the best interest of or necessary to the conduct of the business of the Company:
(i) disclose or divulge to any person, firm, corporation, partnership, joint venture or other business entity, or to any local, state or federal governmental agency (collectively referred to as an "Entity") any Confidential Information or any other proprietary information which is used by or becomes known to Employee;
(ii) use Confidential Information for any purpose other than the performance by Employee of his obligations under this Agreement and/or the performance of his duties as an employee of the Company; or
(iii) disclose to any Entity any information which is not otherwise known to the public concerning the business, customers, clients or affairs of the Company which Employee may acquire in the course of or as an incident to employment and service on behalf of the Company. Notwithstanding the immediately preceding sentence to the contrary, Employee shall not be considered to have violated the requirements of such sentence if Employee makes ...
Nondisclosure Covenant. The Executive covenants and acknowledges that certain assets of the Company constitute "confidential information." As used in this subsection (c), the term "confidential information" means any and all information and compilations of information, in whatever form or medium (including any copies thereof), relating to any part of the business of the Company, or the business of its customers, which is provided to the Executive, or which the Executive obtains or compiles or had obtained or compiled on the Executive’s behalf, which information or compilations of information are not a matter of public record or generally known to the public, including without limitation: (i) financial information regarding the Company; (ii) personnel data, including compensation arrangements relating to the Executive or any other employees of the Company; (iii) internal plans, practices, and procedures of the Company; (iv) the business methods and marketing strategies of the Company; and (v) any other information expressly deemed confidential by the officers and directors of the Company. The Executive covenants and agrees that, without the prior written consent of the Company, the Executive will not use or disclose, or negligently permit any unauthorized person to use, disclose, or gain access to, any confidential information. Upon Separation from Service, the Executive agrees to deliver promptly to the Company all memoranda, notes, records, manuals, or other documents, including all copies of such materials, containing confidential information, whether made or compiled by the Executive or furnished to the Executive from any source by virtue of the Executive’s relationship with the Company. Regardless of the reason for the Executive’s cessation of employment, the Executive will furnish such information as may be in the Executive’s possession and will provide such cooperation to the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. The Company will reimburse the Executive for any reasonable out-of-pocket expenses that the Executive incurs in order to satisfy the Executive’s obligations under this subsection (c).
Nondisclosure Covenant. During the term of employment, Employee will have access to and acquire various confidential knowledge, including without limitation compilations of information, which are owned by the Corporation and which are regularly used by the Corporation in the operation of its business. During the term of employment and for two (2) years after termination of employment, Employee agrees to safeguard and, except for the benefit of the Company, not to disclose, directly or indirectly, to anyone outside the Company any proprietary or confidential information acquired while working for the Company. Such information includes, without limitation, business plans, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventions, discoveries, and improvements of any kind. All files, records, documents and other items relating to the business of the Corporation, whether prepared by Employee or otherwise coming into his possession, shall remain the exclusive property of the Corporation.
Nondisclosure Covenant. The Employee shall not, at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate to any person, firm or corporation in any manner whatsoever trade secrets of the Company including but not limited to any information relating to the manner of Company’s operations, its plans, clients, processes, financials, forecasts, cost and pricing strategies, or other data. The parties hereby stipulate as among them, all such matters relating to the Company are important, material, confidential and gravely affect the effective and successful conduct of the business of the Company and the Company’s goodwill, and that any breach of the terms of this Section 6 shall be a material breach of this Agreement. Employee also agrees that he shall, upon termination of his employment for any reason whatsoever, deliver to his supervisor any and all tangible embodiments of such trade secrets including lists of names or other client or account data, contracts, proposals, studies, records, engineering or economic data, forms, notes and any other articles or papers which have come into his possession by reason of his employment
