Nondisclosure of Trade Secrets and Confidential Information. Employee agrees to protect the business interest of Corporation, its subsidiaries and affiliates, and not to disclose any trade secrets, confidential information or any organizations, operating, marketing, product design, or businesses know-how which Employee has access to or knowledge of as a result of his employment by Corporation. It is specifically agreed that if, at any time during the term of this Agreement and for a period of two (2) years after the date of Employee's termination of employment with Corporation for any reason, Employee shall violate the provisions of this Paragraph 17, Corporation shall, in addition to any rights it may have under this contract and applicable law, be entitled to liquidated damages of One Million Dollars ($1,000,000.00) which employee agrees to promptly pay Corporation upon demand. It is understood and agreed that Corporation's remedies under this Paragraph 17 shall be separate and in addition to the remedies provided to Corporation under Paragraph 16 hereof. It is also understood and agreed that, notwithstanding the foregoing two (2) year period, Employee shall not sxx or disclose any written confidential information or any policyholder lists at any time or times hereafter, except in the performance of Employee's obligations to the Corporation.
Nondisclosure of Trade Secrets and Confidential Information. In the course of Executive's employment by the Company, Executive has had access to and will have access to the Company's most sensitive and most valuable trade secrets, proprietary information, and confidential information concerning the Company and its subsidiaries, their present and future business plans, development and programming projects, customers, sponsors, advertisers, multiple system operator (MSO) relationships and business affairs all of which constitute valuable business assets of the Company, the use, application or disclosure of any of which would cause substantial and possibly irreparable damage to the business and asset value of the Company. Accordingly, Executive accepts and agrees to be bound by the following provisions:
(a) At any time, upon the request of the Company and in any event upon the termination of employment, Executive shall deliver to the Company all memoranda, notes, records, drawings, manuals, files or other documents, and all copies of each, concerning or constituting Confidential Information or Trade Secrets and any other property or files belonging to the Company or any of its subsidiaries that are in the possession of Executive, whether made or compiled by Executive or furnished to or acquired by Executive from the Company.
(b) In order to protect the Company's Trade Secrets and Confidential Information, Executive agrees that:
(i) Executive shall hold in confidence the Trade Secrets of the Company. Except in the performance of services for the Company, Executive shall not, for so long as the Trade Secrets remain "trade secrets" under applicable law, use, disclose, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer the Trade Secrets of the Company or any portion thereof.
(ii) Executive shall hold in confidence the Confidential Information of the Company. Except in the performance of services for the Company, Executive shall not at any time during his employment with the Company and for a period of three (3) years thereafter, use, disclose, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer the Confidential Information of the Company or any portion thereof.
Nondisclosure of Trade Secrets and Confidential Information. As used in ----------------------------------------------------------- this Agreement, the term "Confidential Information" shall mean all information regarding Harry's or its activities, business and current or prospective customers or suppliers that are not generally known to persons not employed by Harry's, including without limitation, information regarding Harry's products, contracts, corporate records or proceedings, current or prospective employees, pricing, costs, financial results or condition, relationships with its customers and suppliers, and relationships with its employees. Confidential Information shall not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of Harry's. For one (1) year after the date hereof with respect to Confidential Information, Ashford shall not directly or indirectly transmit or disclose any Confidential Information to any person, concern or entity, and shall not make use of any such Confidential Information, directly or indirectly, for itself or others. In the event that Ashford is requested in any proceeding to disclose any Confidential Information, Ashford shall give Harry's prompt notice of such request so that Harry's may seek an appropriate protective order. If, in the absence of a protective order, Ashford is nonetheless compelled by law to disclose Confidential Information, Ashford may disclose such information in such proceeding without liability hereunder; provided, however, that Ashford gives Harry's written notice of the Confidential Information to be disclosed as far in advance of its disclosure as is practicable and, upon Harry's request and at Harry's expense, uses its best good faith efforts to obtain assurances that confidential treatment will be accorded to the information provided by Ashford or its agents.
Nondisclosure of Trade Secrets and Confidential Information. For a period of two (2) years after the Employee is no longer employed by the Company, the Bank or an Affiliated Company, Employee shall not directly or indirectly transmit or disclose any Trade Secrets or Confidential Information to any person, concern or entity, or make use of any such Confidential Information, directly or indirectly, for himself or for others, without the prior express written consent of the Chief Executive Officer of the Bank. During the term of this Agreement and perpetually thereafter, for so long as the information remains a Trade Secret, Employee shall not directly or indirectly, for himself or for others, without the prior express written consent of the Chief Executive Officer of the Bank, transmit or disclose any Trade Secrets to any person, concern or entity, or make use of any such Trade Secrets. Employee warrants that he has not disclosed or used for his own benefit or the benefit of anyone other than the Bank any Confidential Information or Trade Secrets prior to the execution or effectiveness of this Agreement.
Nondisclosure of Trade Secrets and Confidential Information. Executive agrees that he will keep the Company’s Trade Secrets and Confidential Information, whether or not prepared or developed by him, in the strictest of confidence at all times, both during and after the term of this Agreement. Executive will not use or disclose such secrets or information to others without the Company’s written consent, except when necessary to perform his duties with the Company.
Nondisclosure of Trade Secrets and Confidential Information. (a) As used in this Agreement, the term "Trade Secrets" shall mean information which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Such information shall include, but not be limited to, technical or non-technical data, formulas, patterns, programs, methods, techniques, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers. This definition shall not limit any definition of "trade secrets" under state or federal law.
Nondisclosure of Trade Secrets and Confidential Information. (i) Seller, Parent and their respective employees and contractors have been entrusted with the knowledge and possession of Trade Secrets and Confidential Information, and the parties hereto agree that by virtue of such Persons’ knowledge of the Contemplated Business, Buyer and its Affiliates may suffer material loss and irreparable injury if Seller or Parent were to disclose or use Trade Secrets or Confidential Information in contravention of this Agreement.
(ii) Neither Seller nor Parent shall at any time communicate or disclose to any Person other than Buyer and its Affiliates, or use for either Seller’s or Parent’s benefit or for the benefit of any Person other than Buyer and its Affiliates, directly or indirectly, any Trade Secrets or Confidential Information; provided, however, that Seller and Parent may disclose such information (A) that is generally known to the public or known by or available to competitors in the trade (other than by virtue of any disclosure by either Seller or Parent in violation of this Agreement), (B) as may be required to enforce rights of Seller or Parent under this Agreement, (C) as may be required in response to any summons or subpoena or in connection with any
Nondisclosure of Trade Secrets and Confidential Information. Executive realizes that during his employment with the Company, he will acquire or become acquainted with the Company's and Honeywell's trade secrets and confidential information. He agrees that while he works for the Company, and after his employment with the Company ends (no matter what causes his employment to end), he will not reveal or make accessible to anyone any Company or Honeywell trade secrets or confidential information, except when he does so in the ordinary course of the Company's business and for the Company's benefit. He also agrees that he will not use Company or Honeywell trade secrets or confidential information in any way other than for the benefit of the Company. He understands and agrees that "confidential information" includes any information or compilations of information that derive independent economic value from not being generally known or readily ascertainable by proper means by other persons and which relate to any aspect of the Company's or Honeywell's business, including but not limited to information relating to the Company's or Honeywell's technology, processes, systems and products, research and development, philosophies and strategies, product design and manufacturing information, buying habits and preferences of present and prospective custom- ers, pricing and sales policies, sales techniques and concepts, information pertaining to current or pending bids and proposals, and vendor and customer lists. Any information which he obtains at the Company while he is employed there which he has reason to believe to be confidential information, or which is treated by the Company or Honeywell as being confidential information, will be considered to be confidential information for purposes of this Agreement.
Nondisclosure of Trade Secrets and Confidential Information a. During the Non-Solicitation Period, Employee will not (except where Employee believes in good faith that disclosure is in furtherance of his employment hereunder), directly or indirectly, copy, reproduce, disseminate, use, exploit or disclose for the benefit of a competitor of Company (or the Group) or for Employees' own benefit or account, or publish and abandon to the public domain, any trade secrets of Company and the Group (regardless of whether evidenced by a written medium of expression), including but not limited to, those related to any of their hotel franchise systems and pending or prospective franchisees without the prior consent of the Company, including, without limitation:
(1) The identity of pending franchisees and franchise applications or particular prospects, regardless of whether such potential or pending franchisees are independently known to Employee or obtained or obtainable from Company's data base (provided that Company policy limits access to such data based on a need-to-know basis), and further provided that such restriction shall lapse when any such pending franchisee commences construction of a hotel under an executed franchise agreement from Company or its Affiliates, or their subfranchisors;
(2) Trade secrets included within any of the Company's franchise, construction, Standards, Operations or Site Construction Manuals;
(3) Hotel design, construction and space plan documents, including working drawings, related to the Microtel Hotel Franchise System owned by Company (but not the Best Hotel or Hawthorne Suites Systems) and any other so-called "Cookie Cutter" hotel franchise system operated by Company in the future during the term of this Employment Agreement; and
Nondisclosure of Trade Secrets and Confidential Information a. During his employment with the Company and for a period of three years following termination of such employment, regardless of the reason therefor, Employee will not (except where Employee believes in good faith that disclosure is in furtherance of his employment hereunder), directly or indirectly, copy, reproduce, disseminate, use, exploit or disclose for the benefit of a competitor of Company (or the Group) or for Employees' own benefit or account, or publish and abandon to the public domain, any trade secrets of Company and the Group (regardless of whether evidenced by a written medium of expression), including but not limited to, those related to any of their hotel franchise systems and pending or prospective franchisees without the prior consent of the Company, including, without limitation:
(i) The identity of pending franchisees and franchise applications or particular prospects, regardless of whether such potential or pending franchisees are independently known to Employee or obtained or obtainable from Company's data base (provided that Company policy limits access to such data based on a need-to-know basis), and further provided that such restriction shall lapse when any such pending franchisee commences construction of a hotel under an executed franchise agreement from Company or its Affiliates, or their subfranchisors;
(ii) Trade secrets included within any of the Company's franchise, construction, Standards, Operations or Site Construction Manuals;
(iii) Hotel design, construction and space plan documents, including working drawings, related to the Microtel Hotel Franchise System owned by Company (but not the Best Hotel or Hawthorne Suites Systems) and any other so-called "Cookie Cutter" hotel franchise system operated by Company in the future during the term of this Employment Agreement; and
