Nondisclosure Covenants. (a) In connection with this Agreement, each Party (the "Disclosing Party") may furnish to the other Party (the "Receiving Party") or its Representatives certain Confidential Information. For a period of three (3) years from the date of the last disclosure under this Agreement, the Receiving Party (a) shall maintain as confidential all Confidential Information disclosed to it by the Disclosing Party, (b) shall not, directly or indirectly, disclose any such Confidential Information to any Person other than (i) those Representatives of the Receiving Party whose duties justify the need to know such Confidential Information and then only after each Representative has agreed to be bound by this Confidentiality Agreement and clearly understands his or her obligation to protect the confidentiality of such Confidential Information and to restrict the use of such Confidential Information or (ii) if SANMINA-SCI is the Receiving Party, a third party Vendor for the purpose of obtaining price quotations and (c) shall treat such Confidential Information with the same degree of care as it treats its own Confidential Information (but in no case with less than a reasonable degree of care).
(b) The disclosure of any Confidential Information is solely for the purpose of enabling each Party to perform under this Agreement, and the Receiving Party shall not use any Confidential Information disclosed by the Disclosing Party for any other purpose.
(c) Except as otherwise set forth in this Agreement, all Confidential Information supplied by the Disclosing Party shall remain the property of the Disclosing Party, and will be promptly returned by the Receiving Party upon receipt of written request therefor. [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
(d) If the Receiving Party or its Representative is requested or becomes legally compelled to disclose any of the Confidential Information, it will provide the Disclosing Party with prompt written notice. If a protective order or other remedy is not obtained, then only that part of the Confidential Information that is legally required to be furnished will be furnished, and reasonable efforts will be made to obtain reliable assurances of confidentiality.
Nondisclosure Covenants. At all times after the date hereof, except with the Employer's prior written consent, or except in connection with the proper performance of services for and as an employee of the Employer, Executive shall not, directly or indirectly, in any capacity:
6.2.1 communicate, publish or otherwise disclose to any Person, or use for the benefit of any Person, any confidential or proprietary property, knowledge or information of the Employer or concerning any of its business, databases, assets or financial condition, no matter when or how such knowledge or information was acquired, including (i) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts at customers and prospects; (ii) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (iii) pricing policies, marketing and sales strategies, methods of delivering products and services, and product and service development projects and strategies; (iv) designs, concepts, know-how, user manuals, technical manuals and other documentation for communications networks and related technologies; (v) employment and payroll records; (vi) forecasts, budgets, acquisition models and other nonpublic financial information; and (vii) expansion plans, management policies, methods of operation, and other business strategies and policies; including acquisition strategies, policies and acquisition targets, or
6.2.2 disclose or use any proprietary products or services or other confidential or proprietary knowledge or information of the Employer, no matter when or how acquired, for any purpose not in furtherance of the businesses and interests of the Employer.
Nondisclosure Covenants. 5.1 As a significant inducement to Employer to employ Employee and to perform its obligations under this Agreement, Employee hereby agrees that he will not, directly or indirectly, during the term of this Agreement and for the period set forth in section 5.2 below, own an interest in or be employed by, act as a consultant to, or otherwise participate, associate, or engage in, an entity, organization, or business venture of any kind other than services to public and private sector communication systems operators, or high-speed mobile wireless data access to corporate networks and the Internet using wireless modems (other than the de minimis ownership amounts permitted pursuant to Section 2.3 hereof). Without limiting the foregoing, Employee also agrees that he will not, while employed by Employer to terminate or modify such relationship to Employer's detriment or to form a relationship with any other person or entity other than the Employer, call on or otherwise solicit business from any of the customers of Employer which, at the time of termination of his employment, were listed (or ought to have been listed) in the Employer's records, in respect of any service or product that competes directly or indirectly with any service or product provided or marketed by or actually under development or active consideration by Employer at the time of Employee's termination.
5.2 Employee agrees that if his employment terminates for any reason, including Employee's voluntary resignation, the obligation of Employee under Section 5.1 shall hereby terminate after termination of employment.
5.3 All trade secrets and other confidential and/or proprietary information concerning but not limited to financial information, sales, pricing, marketing techniques, customer and broker lists, strategic planning, systems, methods, processes, unique information which give Employer the opportunity to obtain an advantage over competitors (collectively referred to herein as "Trade Secrets") related to Employer's business are and shall remain the property of Employer, and Employer is entitled to any such information in Employee's possession, and any and all copies or transcriptions thereof at any time, upon request. Further, any such information shall remain confidential. Except as may be required by Employer in the course of employment, Employee will not disclose, either during or after employment, reason or purpose whatsoever, nor shall Employee make use of any Employer's trade secrets for...
Nondisclosure Covenants. Except as permitted or directed by Company, neither Consultant nor its principals or agents shall, during the term of Consultant's retention or thereafter divulge, furnish or make accessible to anyone or use in any way any confidential, trade secret or proprietary information of Company which Consultant has acquired or become acquainted with during any period of the retention of the Consultant by Company, whether developed by the Consultant or by others. The Consultant acknowledges that the above-described knowledge or information constitutes a unique and valuable asset of Company and represents a substantial investment by Company, and that any disclosure or other use of such knowledge or information, other than for the sole benefit of Company, would be wrongful and would cause irreparable harm to Company. The Consultant will refrain from any acts or omissions that would reduce the value of such knowledge or information to Company. The foregoing obligations of confidentiality shall not apply to any knowledge or information the entirety of which is now published or subsequently becomes generally publicly known, other than as a direct or indirect result of the breach of this Agreement by the Consultant or a breach of a confidentiality obligation owed to Company by any third party. Consultant further agrees that upon completion or termination of this Agreement, Consultant will turn over to Company or make such disposition thereof as may be directed or approved by Company, any notebook, data, information or other material acquired or compiled by Consultant in carrying out the terms of this Agreement.
Nondisclosure Covenants. During the term of this Agreement, the Executive will have access to and become familiar with various trade secrets and other sensitive information belonging to the NCCI Group consisting of, but not limited to, processes, computer programs, compilations of information, records, sales procedures, customer requirements, pricing techniques, customer lists, technical data, know-how, market reports, consumer investigations, methods of doing business and other confidential information (collectively, the "Confidential Information"), which are acquired, developed and used by the NCCI Group and regularly used in the operation of its business. The Executive acknowledges and agrees that all Confidential Information is and shall remain the property of the NCCI Group. The Executive further agrees that he shall not use in any way or disclose any of the Confidential Information, directly or indirectly, either during the term of this Agreement or at any time thereafter, except as required in the course of his employment under this Agreement or to the extent such Confidential Information is publicly known. All files, records, documents, information, data, and similar items relating to the business of the NCCI Group, whether prepared by the Executive or otherwise coming into his possession, shall remain the exclusive property of NCCI and shall not be removed from the premises of the NCCI Group under any circumstances without the prior written consent of the NCCI Board (except in the ordinary course of business during the Executive's period of active employment under this Agreement), and in any event shall be promptly delivered to NCCI (without the Executive retaining any copies) upon termination of this Agreement.
Nondisclosure Covenants. At all times after the date of this Agreement, for an indefinite period of time, except with NCO's prior written consent, Principal shall not, directly or indirectly, in any capacity, communicate, publish or otherwise disclose to any Person, or use for the benefit of any Person, any confidential or proprietary property, knowledge or information of the NCO Companies, no matter when or how such knowledge or information was obtained, including without limitation (a) any information concerning the Specified Assets (as defined in the Acquisition Agreement) or the conduct and details of the Accounts Receivable Collection Business; (b) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts at customers and prospects; (c) prices, renewal dates and other detailed terms of customer and supplier Contracts and proposals; (d) pricing policies, marketing and sales strategies, methods of delivering products and services, and products and service development projects and strategies; (e) employment and payroll records; (f) forecasts, budgets and other nonpublic financial information; and (g) expansion plans, management policies, methods of operation, and other business strategies and policies.
Nondisclosure Covenants. At all times after the Closing Date, except with the Purchaser’s prior written consent, or except in connection with the proper performance of services for and as an employee of the Reval Group (including communicating to employees, suppliers, customers and other relevant parties in the ordinary course), a Designated Party shall not, directly or indirectly, in any capacity:
(a) communicate, publish or otherwise disclose to any Person, or use for the benefit of any Person, any confidential or proprietary property, knowledge or information of the Reval Group or concerning any of its business, Software, assets or financial condition, no matter when or how such knowledge or information was acquired including without limitation: (i) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts at customers and prospects; (ii) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (iii) pricing policies, marketing and sales strategies, methods of delivering products and services, and product and service development projects and strategies; (iv) source code, object code, formats, user manuals, technical manuals and other documentation for Software products; (v) screen designs, report designs and other designs, concepts and visual expressions for Software products; (vi) designs, concepts, know-how, user manuals, technical manuals and other documentation for trading systems, communications networks and related technologies; (vii) employment and payroll records; (viii) forecasts, budgets, acquisition models and other nonpublic financial information; and (ix) expansion plans, management policies, methods of operation, information about possible acquisitions or divestitures and other business and acquisition strategies and policies; or
(b) disclose, use or refer to any proprietary Software, technology, products or services or other confidential or proprietary knowledge or information of the Reval Group, no matter when or how acquired, for any purpose not in furtherance of the businesses and interests of the Reval Group including the purposes of designing, developing, marketing and/or selling any Software, technology, products or services that are similar to (visually or functionally) or competitive with any proprietary Software, technology, products or services of the Reval Group. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY...
Nondisclosure Covenants. After the Closing Date, except with Buyer’s prior written consent or as required by applicable Law, none of Seller, Nexus or Homeland shall, directly or indirectly, in any capacity communicate, publish or otherwise disclose to any Person, or use for the benefit of any Person, any confidential or proprietary property, knowledge or information of Buyer (including the Specified Assets) or concerning the Seller Business acquired hereunder, Assets or financial condition, no matter when or how such knowledge or information was acquired, including (i) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts at customers and prospects; (ii) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (iii) pricing policies, marketing and sales strategies, methods of delivering products and services, and product and service development projects and strategies; (iv) trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques; (v) source code, object code, formats, user manuals, technical manuals and other documentation for Software products; (vi) screen designs, report designs and other designs, concepts and visual expressions for Software products; (vii) designs, concepts, know-how, user manuals, technical manuals and other documentation for affiliate networks, communications networks and related technologies; (viii) employment and payroll records; (ix) forecasts, budgets, acquisition models and other nonpublic financial information; (x) information regarding the skills and compensation of other employees of Buyer or its affiliates; and (xi) expansion plans, management policies, methods of operation, information about possible acquisitions or divestitures and other business and acquisition strategies and policies (subject to Section 8.4, collectively, the “Confidential Information”).
Nondisclosure Covenants. At all times after the date hereof, except with Buyer’s prior written consent, or except in connection with the proper performance of services for Buyer, Seller and the Shareholder shall not, directly or indirectly, in any capacity:
(a) communicate, publish or otherwise disclose to any Person, or use for the benefit of any Person, any confidential or proprietary property, knowledge or information of Buyer or concerning any of its Business, Assets or financial condition, no matter when or how such knowledge or information was acquired including (i) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts at customers and prospects; (ii) prices, renewal dates and other detailed terms of customer Contracts and proposals; (iii) pricing policies, marketing and sales strategies, methods of delivering services, and service development projects and strategies; (iv) designs, concepts, know-how, user manuals, technical manuals and other documentation for computer systems, communications networks and related technologies; (v) employment and payroll records; (vi) forecasts, budgets, acquisition models and other nonpublic financial information; and (vii) expansion plans, management policies, methods of operation, information about possible acquisitions or divestitures and other business and acquisition strategies and policies; or
(b) disclose, use or refer to any proprietary technology, products or services or other confidential or proprietary knowledge or information of Buyer, no matter when or how acquired, for any purpose not in furtherance of the businesses and interests of Buyer including the purposes of designing, developing, marketing and/or selling any technology, products or services that are similar to or competitive with any proprietary technology, products or services of Buyer.
Nondisclosure Covenants. The Employee, during the Term of Employment under this Agreement, shall have access to and become familiar with various trade secrets consisting of, but not limited to, processes, computer programs, compilations of information, records, sales procedures, customer requirements, pricing techniques, customer lists, methods of doing business and other confidential information (collectively referred to as the "Trade Secrets"), which are owned by Employer and regularly used in the operation of its business. Employee shall not use in any way or disclose any of the Trade Secrets, directly or indirectly, either during the term of the Agreement or at any time thereafter, except as required in the course of their employment under this Agreement. All files, records, documents, information, data, and similar items relating to the business of Employer, whether prepared by Employee or otherwise coming into their possession, shall remain the exclusive property of the Employer and shall not be removed from the premises of the Employer under any circumstance without the prior written consent of an authorized officer of the Employer (except in the ordinary course of business during Employee's period of active employment under this Agreement), and in any event shall be promptly delivered to the Employer (without Employee retaining any copies) upon termination of the Agreement. Employment Agreement by and Between One Up and Rick Xxxxxxx
