Nondisclosure: Ownership of Proprietary Property a. In recognition of the Company’s need to protect its legitimate business interests, Employee hereby covenants and agrees that, for the Term and thereafter (as described below), Employee shall regard and treat Trade Secrets and Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets or Confidential Information to any person or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter.
b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information.
c. All Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, e...
Nondisclosure: Ownership of Proprietary Property. (a) Each PARTY hereby acknowledges that it is in the best interests of the other PARTIES to insist on the confidentiality of any and all CONFIDENTIAL INFORMATION disclosed pursuant to this AGREEMENT.
(b) Each PARTY reserves the right to decide not to disclose any CONFIDENTIAL INFORMATION, and nothing herein shall require the disclosure of any CONFIDENTIAL INFORMATION by any PARTY. It is understood that any disclosures undertaken pursuant to the AGREEMENT are voluntary and do not constitute a waiver of any rights or privileges with respect to future or other disclosures.
(c) The PARTIES hereby agree that the DISCLOSING PARTY shall retain ownership and control over any CONFIDENTIAL INFORMATION disclosed pursuant to this AGREEMENT. The RECEIVING PARTIES shall not by reason of any disclosure made pursuant to this AGREEMENT thereby obtain any rights with respect to such CONFIDENTIAL INFORMATION other than the right of the PARTY, or an ENTITY that the PARTY assigns its rights to under this Agreement in compliance with Section 5 herein, to use the CONFIDENTIAL INFORMATION for the purposes of NRSC analysis only, and agree that they will not: (i) use such CONFIDENTIAL INFORMATION for any reason other than NRSC analysis only as expressly authorized by this Agreement; or (ii) sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, appropriate, or otherwise communicate any such CONFIDENTIAL INFORMATION to any person or ENTITY outside the RECEIVING PARTY or its assignee under this Agreement, except as expressly authorized under this AGREEMENT.
(d) The RECEIVING PARTIES agree that they will not disclose any CONFIDENTIAL INFORMATION to any contractor or consultant who is not bound by a non-disclosure agreement with the RECEIVING PARTY. CONFIDENTIAL INFORMATION may only be disclosed to those employees, subcontractors and officers of a PARTY and a Party’s subsidiaries and affiliates with a direct need to know the information for purposes of NRSC analysis and to counsel for purposes of obtaining advice regarding that PARTY’s rights and responsibilities under this AGREEMENT. The RECEIVING PARTY agrees to be responsible for their employees, subcontractors and officers’ compliance with this AGREEMENT.
(e) Each PARTY shall exercise its reasonable commercial efforts to ensure the continued confidentiality of all CONFIDENTIAL INFORMATION delivered or disclosed pursuant to this AGREEMENT and, in any event, shall protect such information with at...
Nondisclosure: Ownership of Proprietary Property. (i) The Executive hereby covenants and agrees that: (i) with regard to information constituting a Trade Secret, at all times during the Executive's employment with the Company and all times thereafter during which such information continues to constitute a Trade Secret; and (ii) with regard to any Confidential Information, at all times during the Executive's employment with the Company and for three (3) years after the termination of the Executive's employment with the Company, the Executive shall regard and treat all information constituting a Trade Secret or Confidential Information as strictly confidential and wholly owned by the Company and will not, for any reason in any fashion, either directly or
Nondisclosure: Ownership of Proprietary Property. (i) The Executive hereby covenants and agrees that: (i) with regard to information constituting a Trade Secret, at all times during the Executive's employment
Nondisclosure: Ownership of Proprietary Property. In recognition of Company's need to protect its legitimate business interests, Executive hereby covenants and agrees that: (A) with regard to each item constituting a Trade Secret, at all times during which such item shall constitute a Trade Secret (before or after the Term); and (B) with regard to any Confidential Information, at all times during the term of this Agreement and for a period of three (3) years following the expiration or termination of the Term for any reason, Executive shall regard and treat each item constituting a Trade Secret and all Confidential Information as strictly confidential and wholly owned by Company and will not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any such item or information to any third party for any purpose other than in connection with his performance of services for the Company or as required by applicable law.
Nondisclosure: Ownership of Proprietary Property. The Executive shall regard and treat each item constituting all or any portion of the Company trade secrets and all confidential information as strictly confidential and wholly owned by the Company and will not, for any reason in any fashion, either directly or indirectly use, sell, disclose or distribute any such item or information to any third party for any purpose other than in accordance with the Executive's performance of the Consulting Services.
Nondisclosure: Ownership of Proprietary Property a. In recognition of the Company’s need to protect its legitimate business interests, Executive hereby covenants and agrees that, for the Term and thereafter (as described below), Executive shall regard and treat Trade Secrets and Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets or Confidential Information to any person or Entity for any purpose other than in accordance with Executive’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade
Nondisclosure: Ownership of Proprietary Property
