Common use of Nondisclosure Obligation Clause in Contracts

Nondisclosure Obligation. I agree not to engage in any unauthorized use or disclosure of Confidential Information and to limit my use of such information to purposes that further the Company’s business interests consistent with my assigned job duties. As used herein, “Confidential Information” refers to an item of information or a compilation of information in any form (tangible or intangible) related to the Company’s business that Company has not made public or authorized public disclosure of, and that is not generally known to the public through proper means. Confidential Information includes, but is not limited to: (a) Company’s business plans and analysis, customer and prospective customer lists, marketing plans and strategies, research and development data, buying practices, financial data, operational data, methods, techniques, technical data, know-how, innovations, computer programs, un-patented inventions, and trade secrets; and (b) information about the business affairs of third parties (including, but not limited to, clients and acquisition targets) that such third parties provide to Company in confidence. Confidential Information will remain protected under this Agreement if made public by improper means (such as an unauthorized disclosure by me or another person). I understand and agree that the obligations of this paragraph shall continue to apply after the termination of my employment. Nothing herein prohibits a disclosure of information that is compelled by law; provided, however, that to the extent allowed by law, if I am compelled to disclose Confidential Information I will give Company as much advance written notice as possible under the circumstances and will cooperate with Company in any legal action undertaken to protect the confidentiality of the information. Nothing in this Agreement is intended or shall be construed to prohibit or discourage me from reporting of, or opposition to, an illegal act, or as limiting or impeding the right of a non-managerial and non-supervisory employee who is covered by the National Labor Relations Act (the “Act”) from using or sharing information about terms and conditions of employment (such as wages, hours, or working conditions) for purposes that are protected under Section 7 of the Act (such as organization or collective bargaining).

Appears in 4 contracts

Samples: Performance Share Unit Award Agreement (Roper Technologies Inc), Performance Share Unit Award Agreement (Roper Technologies Inc), Performance Share Unit Award Agreement (Roper Technologies Inc)

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Nondisclosure Obligation. (a) I agree will not at any time, whether during or after the termination of my employment (for any reason whatsoever), reveal to engage in any unauthorized use person or disclosure of entity any trade secrets or Confidential Information and (as defined below) of the Company Group or any trade secrets or Confidential Information of any third parties which the Company Group is under an obligation to limit my use keep confidential, except to employees of the Company Group who need to know such information for the purposes of their employment, or as otherwise authorized by the Company in writing or as otherwise required to purposes that further be disclosed by applicable law. For the Company’s business interests consistent with my assigned job duties. As used hereinpurpose of this Agreement, “Confidential Information” refers to an item of information or a compilation of information in any form (tangible or intangible) related to the Company’s business that Company has not made public or authorized public disclosure of, and that is not generally known to the public through proper means. Confidential Information includes, but is not limited to: , (ai) Company’s business plans research and analysisdevelopment activities, customer product designs, prototypes and prospective customer liststechnical specifications, show how and know how, marketing plans and strategies, research pricing and development datacosting policies, buying practicescustomer and suppliers lists and accounts, nonpublic financial datainformation, operational datasystems, methodsprocesses, techniques, technical data, know-how, innovations, computer software programs, un-patented works of authorship, inventions, projects, plans and trade secrets; proposals and (bii) any business information about provided to the business affairs of Company by its subscribers or other third parties (includingparties, including but not limited to, clients to information relating to subscribers’ customers and acquisition targetsany protected health information (PHI) that and/or personally identifiable information (PII) as defined by applicable laws and regulations such third parties provide as the Health Insurance Portability and Accountability Act as well as other applicable privacy laws or regulations. I will keep secret all matters entrusted to Company in confidence. me and will not use or attempt to use any Confidential Information will remain protected under this Agreement if made public by improper means (such except as may be required in the ordinary course of performing my duties as an unauthorized disclosure by me employee of the Company Group, nor will I use any Confidential Information in any manner which may injure or another person). I understand and agree that the obligations of this paragraph shall continue cause loss or may be calculated to apply after the termination of my employment. Nothing herein prohibits a disclosure of information that is compelled by law; provided, however, that injure or cause loss to the extent allowed by lawCompany Group, if I am compelled to disclose Confidential Information I will give Company as much advance written notice as possible under the circumstances and will cooperate with Company in any legal action undertaken to protect the confidentiality of the information. Nothing whether directly or indirectly, except that nothing in this Agreement is intended or shall be construed to prohibit prevent disclosure of Confidential Information as may be required by applicable law or discourage me from reporting ofregulation, or opposition topursuant to the valid order of a court of competent jurisdiction or an authorized government agency, an illegal actprovided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or as order. To the extent legally permissible, you shall promptly provide reasonable advance written notice of any such order to an authorized officer of the Company. Without limiting the generality of the foregoing: (A) nothing in this Agreement prohibits or impeding the right of a non-managerial and non-supervisory employee who is covered by the National Labor Relations Act restricts you (the “Act”or your attorney) from using or sharing information about terms communicating with the Securities and conditions of employment (such as wagesExchange Commission, hoursthe Financial Industry Regulatory Authority, or working conditionsany other applicable regulatory authority regarding a possible securities law violation; and (B) for purposes that are nothing in this Agreement prohibits or restricts you from exercising protected rights, including without limitation those rights granted under Section 7 of the Act (such National Labor Relations Act, or otherwise disclosing information as organization permitted by applicable law, regulation, or collective bargaining)order.

Appears in 3 contracts

Samples: Employment Agreement (Local Bounti Corporation/De), Employment Agreement (Local Bounti Corporation/De), Employment Agreement (Local Bounti Corporation/De)

Nondisclosure Obligation. I agree not to engage in any unauthorized use or disclosure of Confidential Information and to limit my use of such information to purposes that further the Company’s business interests consistent with my assigned job duties. As used herein, “Confidential Information” refers to an item of information or a compilation of information in any form (tangible or intangible) related to the Company’s business that Company has not made public or authorized public disclosure of, and that is not generally known to the public through proper means. Confidential Information includes, but is not limited to: (a) Company’s business plans and analysis, customer and prospective customer lists, marketing plans and strategies, research and development data, buying practices, financial data, operational data, methods, techniques, technical data, know-how, innovations, computer programs, un-patented inventions, and trade secrets; and (b) information about the business affairs of third parties (including, but not limited to, clients and acquisition targets) that such third parties provide to Company in confidence. Confidential Information will remain protected under this Agreement if made public by improper means (such as an Confidentiality Agreement unauthorized disclosure by me or another person). I understand and agree that the obligations of this paragraph shall continue to apply after the termination of my employment. Nothing herein prohibits a disclosure of information that is compelled by law; provided, however, that to the extent allowed by law, if I am compelled to disclose Confidential Information I will give Company as much advance written notice as possible under the circumstances and will cooperate with Company in any legal action undertaken to protect the confidentiality of the information. Nothing in this Agreement is intended or shall be construed to prohibit or discourage me from reporting of, or opposition to, an illegal act, or as limiting or impeding the right of a non-managerial and non-supervisory employee who is covered by the National Labor Relations Act (the “Act”) from using or sharing information about terms and conditions of employment (such as wages, hours, or working conditions) for purposes that are protected under Section 7 of the Act (such as organization or collective bargaining).

Appears in 1 contract

Samples: Nonstatutory Stock Option Award Agreement (Roper Technologies Inc)

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Nondisclosure Obligation. I agree not to engage in any unauthorized use or disclosure of Confidential Information and to limit my use of such information to purposes that further the Company’s business interests consistent with my assigned job duties. As used herein, “Confidential Information” refers to an item of information or a compilation of information in any form (tangible or intangible) related to the Company’s business that Company has not made public or authorized public disclosure of, and that is not generally known to the public through proper means. Confidential Information includes, but is not limited to: (a) Company’s business plans and analysis, customer and prospective customer lists, marketing plans and strategies, research and development data, buying practices, financial data, operational data, methods, techniques, technical data, know-how, innovations, computer programs, un-patented inventions, and trade secrets; and (b) information about the business affairs of third parties (including, but not limited to, clients and acquisition targets) that such third parties provide to Company in confidence. Confidential Information will remain protected under this Agreement if made public by improper means (such as an unauthorized disclosure by me or another person). I understand and agree that the obligations of this paragraph shall continue to apply after the termination of my employment. Nothing herein prohibits a disclosure of information that is compelled by law; provided, however, that to the extent allowed by law, if I am compelled to disclose Confidential Information I will give Company as much advance written notice as possible under the circumstances and will cooperate with Company in any legal action undertaken to protect the Confidentiality Agreement Page 1 confidentiality of the information. Nothing in this Agreement is intended or shall be construed to prohibit or discourage me from reporting of, or opposition to, an illegal act, or as limiting or impeding the right of a non-managerial and non-supervisory employee who is covered by the National Labor Relations Act (the “Act”) from using or sharing information about terms and conditions of employment (such as wages, hours, or working conditions) for purposes that are protected under Section 7 of the Act (such as organization or collective bargaining).

Appears in 1 contract

Samples: Time Based Restricted Stock Award Agreement (Roper Technologies Inc)

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