Proprietary Information; Nondisclosure Sample Clauses

Proprietary Information; Nondisclosure. (A) Each Party pledges that, its officers, employees and its agents, shall treat any and all information and data relating to or obtained through the performance of this Agreement, including but not limited to data relating to the other's operations, policies, procedures, source material, techniques, accounts and personnel, (the "Confidential Information") obtained by each Part, its officers, employees or agents, as confidential and will not disclose any such information or data to any employee or third Party not involved in, or responsible for, the negotiation of or with respect to this Agreement or effectuating the provisions thereof. Any oral discussions between SNET and ASI which relate to the confidential information shall be considered and treated as "Confidential Information".
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Proprietary Information; Nondisclosure. Escrow Agent acknowledges and agrees that the Source Code contains information and data proprietary to Telinnovation. Escrow Agent agrees to maintain all information and data contained in the Source Code in strictest confidence for the benefit of Telinnovation and Accelerated Networks. Escrow Agent agrees that it shall not disclose, proliferate or duplicate any Source Code except as expressly allowed in this Agreement. Escrow Agent shall ensure that any employee or agent receiving a copy of the Source Code is fully apprised of the terms under which Escrow Agent, its employees and agents may use the Source Code under this Agreement.
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Proprietary Information; Nondisclosure. All systems, programs, operating instructions, documentation and know how utilized in or by the REPAY System shall be and remain the exclusive proprietary property of REPAY. Company xxxxxx agrees to hold in the highest confidence all information that Company may receive from REPAY with respect to the REPAY System (the "REPAY Information"). Company shall disclose or provide the REPAY Information only on a need-to-know basis. Company's obligations apply to all REPAY Information, whether oral or written, in drawings or machine readable form, whether or not expressly marked "confidential," except (i) to the extent REPAY Information was lawfully in Company's possession prior to its disclosure to Company hereunder or it enters the public domain through no fault of Company; or (ii) upon reasonable prior notice to REPAY and opportunity to seek protective provisions with respect therein if the REPAY Information is required to be disclosed in connection with any kind of adversarial proceeding or (iii) if the REPAY Information is legally required to be disclosed in connection with the resolution of any dispute that may arise in connection with this Agreement provided that Company shall cooperate with in reasonable measures to protect the REPAY Information from disclosure into the public record. Company acknowledges that it may not use any of the REPAY Information for its own account except in the furtherance of its activities under this Agreement.
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Proprietary Information; Nondisclosure. During the term of this Agreement and for a period of two (2) years thereafter, each party will retain in confidence, and shall use its best efforts to require its managers, directors, officers, employees, consultants, representatives and agents to retain in confidence, any and all documents and information prominently labeled as "Confidential", "Proprietary Information" or similarly labeled (the "Proprietary Information"), except in the event that the Association documents or state law requires disclosure of the Agreement to Association members upon request, Association shall have the right to make such disclosure.. Neither party shall disclose the financial terms and conditions of this Agreement to any person or entity other than its employees, agents or representatives on a need-to-know basis, without the prior written consent of the other party unless ordered or required by law or federal, state or local authority; provided, however, that either party may disclose this Agreement for any bona fide business reason, including, without limitation, in connection with the sale, conveyance, financing, leasing or other disposition of the Property or any part thereof.
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Proprietary Information; Nondisclosure. Purchaser acknowl-edges that any knowledge or information, including drawings and data, which Fireye may have disclosed or may hereafter disclose to the Purchaser incident to the placing and filling of a purchase order, shall, at all times, remain the exclusive property of Fireye, and Purchaser shall acquire no interest in, or right with respect to, such proprietary information unless otherwise stated in writing by Fireye. Purchaser further acknowledges that such proprietary information constitutes valuable, special and unique business assets of Fireye and Purchaser will not now or at any time in the future use any such information in any manner or disclose any such information to any person or entity, except as expressly permitted in writing by Fireye.
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Proprietary Information; Nondisclosure 
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Related to Proprietary Information; Nondisclosure

  • Confidential Information Non Competition (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its Affiliated Companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its Affiliated Companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

  • Proprietary Information; Confidentiality All drawings, models, documents, confidential records, software and other information supplied by Seller are supplied on the express understanding that all copyright and design rights are reserved to Seller and that Buyer will not, without the written consent of Seller, either give away, loan, exhibit, or sell such drawings, models, documents, confidential records, computer software or other information or extracts therefrom or copies thereof or use them in any way except in connection with the Goods in respect of which they are issued. Buyer shall consider all information furnished by Seller, which was not previously publicly disclosed by Seller, to be confidential and shall not copy nor disclose any such information to any other person, nor use any such information for commercial purposes, nor make copies of such information without written permission from Seller. Buyer shall not disclose any information relating to any order without Seller’s written permission. Unless otherwise agreed in writing by the parties, no commercial, financial or technical information disclosed in any manner or at any time by Buyer to Seller shall be deemed secret or confidential and Buyer shall have no rights against Seller with respect thereto.

  • 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 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.

  • 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.

  • Confidential Information; Non-Disclosure In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

  • 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.

  • Nondisclosure of Confidential and Proprietary Information (a) Except in connection with the faithful performance of Employee’s duties for the Company or pursuant to Section 12.01(c) or (e), Employee shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, (i) use, disseminate, disclose or publish, or use for his benefit or the benefit of any person, firm, corporation or other entity, any (A) confidential or proprietary information or trade secrets of or relating to the Company (including, without limitation, intellectual property in the form of patents, trademarks and copyrights and applications therefor, ideas, inventions, works, discoveries, improvements, information, documents, formulae, practices, processes, methods, developments, source code, modifications, technology, techniques, data, programs, other know-how or materials, in each case, that are confidential and/or proprietary and owned, developed or possessed by the Company, whether in tangible or intangible form) or (B) confidential or proprietary information with respect to the Company’s operations, processes, products, inventions, business practices, strategies, business plans, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects and compensation paid to employees or other terms of employment or (ii) deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such confidential or proprietary information or trade secrets. The parties hereby stipulate and agree that as between them the foregoing matters are important, material and confidential proprietary information and trade secrets and materially affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company).

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