Proprietary Information and Restrictive Covenants Sample Clauses

Proprietary Information and Restrictive Covenants. (a) As used herein, the term "Proprietary Information" means ----------------------- information, knowledge or data not generally known in the relevant trade or industry that was disclosed to or known by Employee as a consequence of or through Employee's employment with the Employer (including, without limitation, information conceived or developed by Employee during the course of his employment by Employer), whether before or after the date of this Agreement about: (i) The Employer's activities, services, products, formulas, computer programs and systems, trade secrets, manufacturers, compositions, inventions, discoveries, customer records, processes, information relating to research, development, inventions, work performed or to be performed for Customers (as such term is hereinafter defined), contractual agreements, lists of past, current or prospective Customers, lists of employees and salary information, marketing plans, strategies, and forecasts; (ii) Customers' activities, plans, products, processes and services including, without limitation, information relating to business operations, employee relations, finance, and product or service marketing; (iii) Vendors' (as such term is hereinafter defined) activities, plans, services, products and processes including, without limitation, information relating to business operations, employee relations, finance, and product or service marketing; and (iv) All information which Employee has a reasonable basis to know was created, modified or used and held secret by Employer or that was accepted by Employer from any third party under an obligation of confidentiality.
Sample 1
AutoNDA by SimpleDocs
Proprietary Information and Restrictive Covenants. You acknowledge that you are bound and continue to be bound by the Company’s Employee Invention Assignment and Confidentiality Agreement (the “Confidentiality Agreement”), a copy of which is attached hereto as Exhibit I.
Sample 1
Proprietary Information and Restrictive Covenants. (a) As used herein the term "Proprietary Information" means ----------------------- information, knowledge or data not generally known in the relevant trade or industry that was disclosed to or known by Employee as a consequence of or through Employee's employment with the Employer (including, without limitation, information conceived or developed by Employee), whether before or after the date of this Agreement, about: (i) The Employer's activities, services, products, formulas, computer programs and systems, trade secrets, manufacturers, compositions, inventions, discoveries, customer records, processes, information relating to research, development, inventions, work performed or to be performed for Customers (as such term is hereinafter defined), contractual agreements, lists of past, current or prospective Customers, lists of employees and salary information, marketing plans, strategies, and forecasts; (ii) Customers' activities, plans, products, processes and services including, without limitation, information relating to business operations, employee relations, finance, and product or service marketing; (iii) Vendor's (as such term is hereinafter defined) activities, plans, services, products and processes including, without limitation, information relating to business operations, employee relations, finance, and product or service marketing; and (iv) All information which Employee has a reasonable basis to know was created, modified or used and held secret by the Employer or that was accepted by the Employer from any third party under an obligation of confidentiality. As used herein the term "Customer" means any person or entity for whom -------- the Employer provided services or products on or within 12 months prior to the termination of the Employment Period. As used herein the term "Vendor" means any ------ third party selling or licensing a product or service to a Customer or to the Employer on or within 12 months prior to termination of the Employment Period. (b) Employee acknowledges that the Employer has spent significant time, effort, and money to develop the Proprietary Information, which the Employer considers vital to its business and goodwill. Employee also acknowledges that the Proprietary Information has been or will be communicated to or acquired by Employee in the course of her training by and employment with the Employer (whether before or after the date of this Agreement), and the Employer desires to have the services of Employee on...
Sample 1
Proprietary Information and Restrictive Covenants. Necessity of Restrictive Covenants. Employee agrees that while working under this Agreement, he will learn and come in contact with certain Trade Secrets and other Proprietary Information and will develop certain relationships with BioShield's clients and employees which BioShield has expended significant time and funds to create, perfect, maintain and protect. Employee acknowledges that his agreement not to solicit BioShield's clients or employees is necessary to protect BioShield's investment in its Trade Secrets, Proprietary Information, client base and goodwill. ________(Initial)
Sample 1
Proprietary Information and Restrictive Covenants. You acknowledge and agree that you are bound and continue to be bound by the covenants and obligations set forth in Section 6(b) of the Severance Plan and that your continued compliance with Section 6(b) is a condition for your receipt of the Severance Benefits. For the avoidance of doubt, you agree to the following restrictions and obligations, subject, in each case, to the Protected Rights section of this Agreement: a.
Sample 1
Proprietary Information and Restrictive Covenants. Necessity of Restrictive Covenants. Employee agrees that while working under this Agreement, he will learn and come in contact with certain Trade Secrets and other Proprietary Information and will develop certain relationships with BioShield's clients and employees which BioShield has expended significant time and funds to create, perfect, maintain and protect. Employee acknowledges that his agreement not to solicit BioShield's clients or employees is necessary to protect BioShield's investment in its Trade Secrets, Proprietary Information, client base and goodwill. A. Nondisclosure of proprietary Information and Trade Secrets 1. All information relating to BioShield's business shall be safeguarded and treated as confidential by Employee, in compliance with paragraphs 2-4 hereunder. To the extent, however, that such information is publicly available or has theretofore been made public by BioShield, Employee shall bear no responsibility for its disclosure, inadvertent or otherwise. 2. Trade Secrets and Proprietary Information. "Trade Secrets" means information related to BioShield or its affiliates (1) which derives economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain economic value from its disclosure or use; and (2) which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Assuming the foregoing criteria are met. Trade Secrets include, but are not limited to, technical and nontechnical data related to computer programming methods and procedure, application development and enablement, in-house developed protocols, company rules and regulations, the formulas, patterns, designs, compilations, programs, methods, techniques, drawings, processes, finances, lists of actual or potential customers, and suppliers, and existing and future products of BioShield or its affiliates. Proprietary Information includes the foregoing, as well as methods of doing business, sales, service, or distribution techniques, selling prices, and the names and addresses of present or prospective customers. Proprietary Information also includes information which has been disclosed to BioShield or its affiliates by a client or other third party and which BioShield or its affiliates are obligated to treat as confidential.
Sample 1
Proprietary Information and Restrictive Covenants. As a condition of employment, you agree to execute and abide by the Company’s Proprietary Information, Inventions Assignment, Non-Competition and Non-Solicitation Agreement (“PIIA”), which may be amended from time to time without regard to this Agreement. The PIIA contains provisions that are intended by the Company and you to survive and do survive termination or expiration of this Agreement.
Sample 1
AutoNDA by SimpleDocs
Proprietary Information and Restrictive Covenants. All of the provisions set forth in Section 6.04 of the Purchase Agreement (including, without limitation, all covenants, agreements, rights and obligations set forth therein) are incorporated by reference herein in their entirety and shall be of full force and effect, as if stated herein in their entirety.
Sample 1
Proprietary Information and Restrictive Covenants. (a) Recognizing that the Purchaser and Parent are relying on the representations, warranties and covenants of the Sellers in proceeding with the transactions contemplated by this Agreement, each Seller (other than the Seller LLC Members) hereby covenants and agrees that, after the Closing Date (notwithstanding any provision hereof), he or she will: (i) hold all Proprietary Information in strict confidence and trust and not, at any time, disclose any Proprietary Information to any person or entity, except in the course of such Seller's duties as an employee of the Purchaser, Parent or their Affiliates on behalf of the Purchaser, Parent or their Affiliates, and shall not copy, publish, or use any Proprietary Information for the benefit of anyone or any entity other than the Purchaser, Parent or their Affiliates; (ii) not, (x) within the territory comprising the states of New York, New Jersey, Pennsylvania, Delaware, Maryland and any other state in which the Company was soliciting business during the period commencing six months prior to the Closing Date (the "Territory") and (y) ending on the later of (a) August 3, 2003 and (b) one year after the later of (i) the date on which such Employee ceases to be an Employee of any of the Company, Purchaser, Parent or their respective Affiliates and (ii) the last date on which such Employee receives cash compensation from any of the Company, Purchaser, Parent or their respective Affiliates, either directly or indirectly (A) in any manner engage in a competing business or (B) participate as a director, officer or employee of, or as a shareholder, partner, consultant, agent or representative or other independent contractor of, or have any direct or indirect financial interest in, any enterprise that is engaged, or plans to engage, in any such competing business; provided, that the foregoing restriction shall be inapplicable to the ownership of no more than 1% of the securities of any publicly traded company; provided, further, that if such Employee is terminated by the Company on or after August 3, 2003 without Cause (as such term is defined in the Employment Agreement) and such Employee is entitled to severance payments from the Company in connection with such termination, Employee shall have the option to waive its entitlement to such severance payments and, in the event such Employee waives all rights that it has against the Company, Parent or Purchaser for any such severance payments, such Employee will not be bound...
Sample 1

Related to Proprietary Information and Restrictive Covenants

  • Confidentiality and Restrictive Covenants (a) The Executive acknowledges that: (i) the Company (which, for purposes of this Section 8 shall include the Company and each of its subsidiaries and affiliates) operates membership warehouse clubs in Central America, Colombia and the Caribbean (the “Business”); (ii) the Company is dependent on the efforts of a certain limited number of persons who have developed, or will be responsible for developing the Company’s Business; (iii) the Company’s Business is international in scope; (iv) the Business in which the Company is engaged is intensely competitive and that Executive’s employment by the Company will require that he have access to and knowledge of nonpublic confidential information of the Company and the Company’s Business, including, but not limited to, certain/all of the Company’s products, plans for creation, acquisition or disposition of products or publications, strategic and expansion plans, formulas, research results, marketing plans, financial status and plans, budgets, forecasts, profit or loss figures, distributors and distribution strategies, pricing strategies, improvements, sales figures, contracts, agreements, then existing or then prospective suppliers and sources of supply and customer lists, undertakings with or with respect to the Company’s customers or prospective customers, and patient information, product development plans, rules and regulations, personnel information and trade secrets of the Company, all of which are of vital importance to the success of the Company’s business (collectively, “Confidential Information”); (v) the direct or indirect disclosure of any Confidential Information would place the Company at a serious competitive disadvantage and would do serious damage, financial and otherwise, to the Company’s business; (vi) by his training, experience and expertise, the Executive’s services to the Company is special and unique; (vii) the covenants and agreements of the Executive contained in this Section 8 are essential to the business and goodwill of the Company; and (viii) if the Executive leaves the Company’s employ to work for a competitive business, in any capacity, it would cause the Company irreparable harm.

  • Confidential Information and Restricted Activities Employee has entered into the Company’s Employee Proprietary Information Agreement (“EPIA”) and acknowledges his or her obligations thereunder. The EPIA is specifically incorporated into this Agreement.

  • Confidential Information and Non-Competition 13.1 The Executive acknowledges and agrees that in performing the duties and responsibilities of her employment pursuant to this Agreement, she will occupy a position of high fiduciary trust and confidence with the Corporation, pursuant to which she will develop and acquire wide experience and knowledge with respect to all aspects of the Business carried on by the Corporation and its Related Corporations, and the manner in which such Business is conducted. It is the express intent and agreement of the Executive and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Executive therefore agrees that, so long as she is engaged by the Corporation pursuant to this Agreement, she shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations. It shall not be considered a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange. 13.2 The Executive agrees that during the Term, and following the termination of the Executive's employment for any reason, she shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized persons, except with the prior express written consent of the Corporation, or otherwise as required by law. 13.3 The Executive further acknowledges and agrees that pursuant to the terms of this Agreement, she will acquire Company Property which is and shall remain the sole and exclusive property of the Corporation. Upon termination of the Executive's employment and this Agreement for any reason, the Executive shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation to the business of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time following the termination of her employment. Accordingly, the Executive agrees that in the event her employment with the Corporation is terminated for Cause by the Corporation, or in the event that the Executive voluntarily resigns her employment with the Corporation, neither she nor any employee or agent of the Executive shall, for a period of three (3) months from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Article 13, the Corporation shall be entitled to seek, in addition to any other rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive. 13.7 The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict her ability to secure comparable alternative employment following the termination of her employment for any reason. If any covenant or provision of this Article 13 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.

  • Proprietary Information Agreements Each employee and officer of the Company has executed a Proprietary Information and Inventions Agreement, and each consultant to the Company has executed a Consulting Agreement in substantially the forms made available to the Investors. The Company is not aware that any of its employees, officers or consultants are in violation thereof, and the Company will use its commercially reasonable efforts to prevent any such violation.

  • Proprietary Information and Confidentiality Both before and during the term of Executive’s employment, Executive will have access to and become acquainted with Company confidential and proprietary information (together “Proprietary Information”), including but not limited to information or plans concerning the Company’s products and technologies; customer relationships; personnel; sales, marketing and financial operations and methods; trade secrets; formulae and secret developments and inventions; processes; and other compilations of information, records, and specifications. Executive will not disclose any of the Proprietary Information directly or indirectly, or use it in any way, either during his/her employment pursuant to this Agreement or at any time thereafter, except as reasonably required or specifically requested in the course of his/her employment with the Company or as authorized in writing by the Company. Notwithstanding the foregoing, Proprietary Information does not include information that is otherwise publicly known or available, provided it has not become public as a result of a breach of this Agreement or any other agreement Executive has to keep information confidential. It is not a breach of this Agreement for Executive to disclose Proprietary Information (i) pursuant to an order of a court or other governmental or legal body or (ii) in connection with Protected Activity (as defined below). Executive understands that nothing in this Agreement shall in any way limit or prohibit Executive from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”). Executive understands that in connection with such Protected Activity, Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding, in making any such disclosures or communications, Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Proprietary Information to any parties other than the Government Agencies. Executive further understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. In addition, Executive hereby acknowledges that the Company has provided Executive with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B.

  • Proprietary Information and Inventions Agreements The Company shall require all employees and consultants with access to confidential information to execute and deliver a Proprietary Information and Inventions Agreement in substantially the form approved by the Company’s Board of Directors.

  • Proprietary Information and Inventions Agreement The Company shall require all employees and consultants to execute and deliver a Proprietary Information and Inventions Agreement substantially in a form approved by the Company’s counsel or Board of Directors.

  • Proprietary Information Agreement Employee has executed a Proprietary Information Agreement as a condition of employment with the Company. The Proprietary Information Agreement shall not be limited by this Employment Agreement in any manner, and the Employee shall act in accordance with the provisions of the Proprietary Information Agreement at all times during the Term of this Employment Agreement.

  • Confidential Information Noncompetition and Cooperation The terms of the Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement (the “Restrictive Covenant Agreement”), between the Company and the Employee, attached hereto as Exhibit A, shall continue to be in full force and effect and are incorporated by reference in this Agreement. The Employee hereby reaffirms the terms of the Restrictive Covenant Agreement as material terms of this Agreement.

  • Confidentiality of Proprietary Information Employee agrees, during or after the term of this employment, not to reveal confidential information, or trade secrets to any person, firm, corporation, or entity. Should Employee reveal or threaten to reveal this information, the Company shall be entitled to an injunction restraining the Employee from disclosing same, or from rendering any services to any entity to whom said information has been or is threatened to be disclosed. The right to secure an injunction is not exclusive, and the Company may pursue any other remedies it has against the Employee for a breach or threatened breach of this condition, including the recovery of damages from the Employee.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!