Proprietary Information Restrictive Covenants Sample Clauses

Proprietary Information Restrictive Covenants. (a) As an employee of TCC, Triple Crown Employee will have access to and/or be provided with Proprietary Information (as defined herein) concerning TCC’s operations, Client, other TCC clients, and services. “Proprietary Information” as used herein means (a) any information that is confidential or proprietary, technical or non-technical information of TCC, including for example and without limitation, proprietary software programs and applications developed by TCC, false starts or attempted technological development no longer being pursued by TCC, concepts, techniques, processes, methods, systems, designs, computer programs, source documentation, trade secrets (including, but not limited to, other employee evaluations, assessments, personal information, and compensation), formulas, development or experimental work, work in progress, TCC financial information, forecasts, proposed and future products, marketing plans, referral sources, promotions, products and services (actual and proposed), product and service development, business plans, sales, sales pipeline, contract employees (including, but not limited to, such contract employee’s skillsets, availability, compensation, and history), clients (including, but not limited to, information related to TCC’s business relationship with Client), contractors, consultants, customers, and suppliers, employee personal information, pricing and compensation information and any other nonpublic information that has commercial value and (b) any information TCC has received from others that TCC is obligated to treat as confidential or proprietary, including any such information received from Client, which may be made known to Triple Crown Employee by TCC, a third party or otherwise that Triple Crown Employee may learn during Triple Crown Employee’s employment with TCC. Any confidential and proprietary information which Triple Crown Employee receives directly from Client (or a third party on behalf of Client) during its assignment to Client hereunder shall be governed by the Non-Disclosure and Innovation Assignment to be executed by Triple Crown Employee in accordance with Section 6 hereof.
Sample 1Sample 2
AutoNDA by SimpleDocs
Proprietary Information Restrictive Covenants. You hereby acknowledge that you are bound by the confidentiality obligations set forth in Section 7(c) of the Employment Agreement and that as a result of your employment with the Company you have had access to the Company’s confidential and proprietary information, that you will hold all such information in strictest confidence and that you will not make use of such information on behalf of anyone. You further confirm that, except as may be reasonably necessary to carry out the duties of the Consultancy, you have delivered to the Company all documents and data of any nature containing or pertaining to such confidential and proprietary information and that you have not taken with you any such documents or data or any reproduction thereof. You further confirm that you are bound by and will comply with your obligations regarding non-solicitation and non-competition as set forth in Sections 7(a) and 7(b) of the Employment Agreement.
Sample 1Sample 2
Proprietary Information Restrictive Covenants. AND CORPORATE OPPORTUNITIES
Sample 1
Proprietary Information Restrictive Covenants 
Sample 1Sample 2Sample 3

Related to Proprietary Information Restrictive Covenants

  • Confidentiality and Proprietary Information 9.1 For the purposes of this Agreement, Confidential Information (“Confidential Information”) means confidential or proprietary technical or business information given by one Party (the “Discloser”) to the other (the “Recipient”). All information which is disclosed by one Party to the other in connection with this Agreement, during negotiations and the term of this Agreement will not be deemed Confidential Information to the Discloser and subject to this Section 9, unless the confidentiality of the information is confirmed in writing by the Discloser prior to disclosure. The Recipient agrees (i) to use Confidential Information only for the purpose of performing under this Agreement, (ii) to hold it in confidence and disclose it to no one other than its employees having a need to know for the purpose of performing under this Agreement, and (iii) to safeguard it from unauthorized use or disclosure using at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to disclose the Discloser's Confidential Information to a third-party agent or consultant, such disclosure must be agreed to in writing by the Discloser, and the agent or consultant must have executed a written agreement of nondisclosures and nonuse comparable in scope to the terms of this section. 9.2 The Recipient may make copies of Confidential Information only as reasonably necessary to perform its obligations under this Agreement. All such copies will be subject to the same restrictions and protections as the original and will bear the same copyright and proprietary rights notices as are contained on the original. 9.3 The Recipient agrees to return all Confidential Information in tangible form received from the Discloser, including any copies made by the Recipient, within thirty (30) days after a written request is delivered to the Recipient, or to destroy all such Confidential Information if directed to do so by Discloser except for Confidential Information that the Recipient reasonably requires to perform its obligations under this Agreement; the Recipient shall certify destruction by written letter to the Discloser. If either Party loses or makes an unauthorized disclosure of the Party’s Confidential Information, it will notify such other Party immediately and use its best efforts to retrieve the lost or wrongfully disclosed information. 9.4 The Recipient shall have no obligation to safeguard Confidential Information: (i) which was in the possession of the Recipient free of restriction prior to its receipt from the Discloser; (ii) after it becomes publicly known or available through no breach of this Agreement by the Recipient; (iii) after it is rightfully acquired by the Recipient free of restrictions on its discloser; (iv) after it is independently developed by personnel of the Recipient to whom the Discloser's Confidential Information had not been previously disclosed. In addition, either Party will have the right to disclose Confidential Information to any mediator, arbitrator, state or federal regulatory body, or a court in the conduct of any mediation, arbitration or approval of this Agreement, as long as, in the absence of an applicable protective order, the Discloser has been previously notified by the Recipient in time sufficient for the Recipient to undertake all lawful measures to avoid disclosing such confidential information and for Discloser to have reasonable time to seek or negotiate a protective order before or with any applicable mediator, arbitrator, state or regulatory body or a court. 9.5 The Parties recognize that an individual End User may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users or sources other than the Discloser. 9.6 Each Party’s obligations to safeguard Confidential Information disclosed prior to expiration or termination of this Agreement will survive such expiration or termination. 9.7 No license is hereby granted under any patent, trademark, or copyright, nor is any such license implied solely by virtue or the disclosure of any Confidential Information. 9.8 Each Party agrees that the Discloser may be irreparably injured by a disclosure in breach of this Agreement by the Recipient or its representatives and the Discloser will be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the confidentiality provisions of this Agreement. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity.

  • Proprietary Information The Software, any data base and any proprietary data, processes, information and documentation made available to the Fund (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the “Information”), are the exclusive and confidential property of Custodian or its suppliers. The Fund shall keep the Information confidential by using the same care and discretion that the Fund uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the Software license granted herein for any reason, the Fund shall return to Custodian any and all copies of the Information which are in its possession or under its control.

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