Common use of Nondisclosure Covenant Clause in Contracts

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 conduct of the business of Employer and its affiliates and that any breach of the terms of this Section 5(b) shall be a material breach of this Agreement.

Appears in 11 contracts

Samples: Employment Agreement, Stock Restriction Agreement (Targacept Inc), Stock Restriction Agreement (Targacept Inc)

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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 '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 '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 thereofthereof regardless of the medium in which the copies exist) 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 stockholdersshareholders, 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 codesprograms, improvements, inventions, techniques, marketing plans, pricing formula, strategies, forecasts, copyrightable material, suppliers, methods and manner of operations; information relating to the identity, needs and location of all past, present and prospective customerscustomers and distributors; and information with respect to the internal affairs of Employer and its affiliatesaffiliates including (but without limitation) results of operations, contents of financial statements and corporate records. 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 conduct of the business of Employer and its affiliates and that any breach of the terms of this Section 5(b) shall be a material breach of this Agreement.

Appears in 5 contracts

Samples: Employment Agreement (Market America Inc), Employment Agreement (Market America Inc), Employment Agreement (Market America Inc)

Nondisclosure Covenant. The parties acknowledge that Employer and its affiliates are enterprises whose the success of which 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 informationProprietary Information. Employee acknowledges that his relationship with Employer is a confidential relationship, relationship and agrees that he shall: (i) he shall keep and maintain the all Proprietary Information in strictest confidence, and ; (ii) he shall not, either directly or indirectly, use any Proprietary Information for his own benefit; and (iii) not, either directly or indirectly, divulge, disclose or communicate any Proprietary Information in any manner whatsoever to any person or Entity 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 Employer or 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 Employer, any of its affiliates and stockholdersor any third party whose information Employee had access to by virtue of his employment with Employer, or to any of their respective products, services, sales or operations, which that is not generally known to the public, specifically including (including, but without limitation): : trade secrets, ; processes, ; formulae, ; compounds and properties thereof, ; data, ; files, ; research results, ; computer programs and or related source codes and or object codes; improvements; inventions; techniques; business, improvementsoperating, inventionsmarketing, techniques, marketing partnering or merger and acquisition plans, ; strategies, ; forecasts, ; copyrightable material, ; suppliers, ; vendors; 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 conduct of the business of Employer and its affiliates and that any breach of the terms of this Section 5(b) shall be a material breach of this Agreement.

Appears in 5 contracts

Samples: Employment Agreement (Targacept Inc), Employment Agreement (Targacept Inc), Employment Agreement (Targacept Inc)

Nondisclosure Covenant. The parties acknowledge that Employer and its affiliates are enterprises whose the success of which 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 informationProprietary Information. Employee acknowledges that his relationship with Employer is a confidential relationship, relationship and agrees that he shall: (i) he shall keep and maintain the all Proprietary Information in strictest confidence, and ; (ii) he shall not, either directly or indirectly, use any Proprietary Information for his own benefit; and (iii) not, either directly or indirectly, divulge, disclose or communicate any Proprietary Information in any manner whatsoever to any person or Entity 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 Employer or 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 Employer, any of its affiliates and stockholdersor any third party whose information Employee had access to by virtue of his employment with Employer, or to any of their respective products, services, sales or operations, which that is not generally known to the public, specifically including (including, but without limitation): : trade secrets, ; processes, ; formulae, ; compounds and properties thereof, ; data, ; files, ; research results, ; computer programs and or related source codes and or object codes; improvements; inventions; techniques; business, improvementsoperating, inventionsmarketing, techniques, marketing partnering or merger and acquisition plans, ; strategies, ; forecasts, ; copyrightable material, ; suppliers, ; vendors; 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-above- described matters are important and confidential and gravely affect the successful conduct of the business of Employer and its affiliates and that any breach of the terms of this Section 5(b) shall be a material breach of this Agreement.

Appears in 1 contract

Samples: Employment Agreement (Targacept Inc)

Nondisclosure Covenant. The parties acknowledge that Employer and its affiliates are enterprises whose Employer’s success is attributable largely to the ownership, use and development of certain valuable confidential and proprietary information (the “Proprietary Information”), and that EmployeeExecutive’s employment with Employer will involve access to and work with such information. Employee acknowledges that his her 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 she shall not, either directly or indirectly, use any Proprietary Information for his her own benefit, or divulge, disclose or communicate any Proprietary Information in any manner whatsoever to any person or Entity other than to employees executives 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 businessBusiness. This nondisclosure obligation shall apply to all Proprietary Information, whether or not Employee Executive participated in the development thereof. Upon termination of his her employment with Employer for any reason, Employee Executive 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 her possession. For purposes of this Agreement, the term “Proprietary Information” shall include any and all proprietary information related to the business Business of Employer and its affiliates and stockholdersEmployer, or to any of their products, its services, sales or operations, which is are 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) pricing, marketing plans, development 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 natureEmployer. The parties stipulate that, as between them, the above-described matters are important and confidential and gravely affect the successful conduct of the business Business of Employer and its affiliates and that any breach of the terms of this Section 5(b) Paragraph shall be a material breach of this Agreement.

Appears in 1 contract

Samples: Executive Employment Agreement (M&f Bancorp Inc /Nc/)

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Nondisclosure Covenant. The parties acknowledge that Employer and its affiliates are enterprises whose Employer’s success is attributable largely to the ownership, use and development of certain valuable confidential and proprietary information (the “Proprietary Information”), and that EmployeeExecutive’s employment with Employer will involve access to and work with such information. Employee Executive 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 entity other than to employees executives 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 entities in the normal course of Employer’s business. This nondisclosure obligation shall apply to all Proprietary Information, whether or not Employee Executive participated in the development thereof. Upon termination of his employment with Employer for any reason, Employee Executive 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 stockholdersEmployer, or to including any of their its services, products, servicessales, sales operations or operationsrelationships, which is are 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) pricing, marketing plans, development 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 natureEmployer. The parties stipulate that, as between them, the above-described matters are important and confidential and gravely affect are critical to the successful conduct of the business of Employer and its affiliates and that any breach of the terms of this Section 5(b) shall be a material breach of this AgreementEmployer.

Appears in 1 contract

Samples: Employment Agreement (M&f Bancorp Inc /Nc/)

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 's employment with Employer will involve access to and work with such information. Employee acknowledges that his her relationship with Employer is a confidential relationship, and agrees that (i) he she shall keep and maintain the Proprietary Information in strictest confidence, and (ii) he she shall not, either directly or indirectly, use any Proprietary Information for his her 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 '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 thereofthereof regardless of the medium in which the copies exist) in his her 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 stockholdersshareholders, 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 codesprograms, improvements, inventions, techniques, marketing plans, pricing formula, strategies, forecasts, copyrightable material, suppliers, methods and manner of operations; information relating to the identity, needs and location of all past, present and prospective customerscustomers and distributors; and information with respect to the internal affairs of Employer and its affiliatesaffiliates including (but without limitation) results of operations, contents of financial statements and corporate records. 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 conduct of the business of Employer and its affiliates and that any breach of the terms of this Section 5(b) shall be a material breach of this Agreement.

Appears in 1 contract

Samples: Employment Agreement (Ridinger James H)

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