Protection and Non-Disclosure of Confidential Information. The Executive shall safeguard the Confidential Information by all reasonable steps and abide by all policies and procedures of the Company in effect from time to time regarding storage, copying, destroying, publication or posting, and handling of such Confidential Information, in whatever medium or format that Confidential Information takes. At all times during and after his employment by the Company, the Executive shall not disclose Confidential Information at any time except to persons or entities authorized by the Company to receive this information or as otherwise permitted by this Agreement. For the avoidance of doubt, the Executive is permitted, subject to the other provisions of this Agreement, to disclose Confidential Information to third parties with whom or which the Company has entered into confidentiality agreements. Notwithstanding the foregoing, nothing in this Agreement shall be construed to prevent disclosure of Confidential Information when required to do so by a court of law, a governmental agency, or an administrative or legislative body (each with jurisdiction to order the Executive to divulge, disclose or make accessible such information); provided that, the Executive shall give prompt written notice to the Company of such requirement and reasonably cooperate with any attempt by the Company and/or its affiliates to obtain a protective order or similar treatment. Notwithstanding the foregoing, nothing in this Agreement prohibits, limits, or otherwise interferes with the Executive’s protected rights under federal, state or local law to, without notice to the Company, (i) communicate or file a charge with a government regulator; (ii) participate in an investigation or proceeding conducted by a government regulator; or (iii) receive an award paid by a government regulator for providing information.
Protection and Non-Disclosure of Confidential Information. Xxxxxxx hereby agrees and acknowledges that his employment with the Company has created a continuing relationship of confidence and trust between Xxxxxxx and the Company with respect to Confidential Information. Xxxxxxx hereby warrants and agrees that he will keep in confidence and trust at all times after his employment with the Company shall terminate all Confidential Information known to him, and will not use or disclose such Confidential Information without the prior written consent of the Company. Nothing in this Agreement is intended to or shall preclude Xxxxxxx from providing truthful testimony or providing truthful information in response to a valid subpoena, court order or request of any federal, state or local regulatory or quasi-regulatory authority; provided, however, that, to the extent permitted by law, Xxxxxxx has first provided to the Company as much advance notice as practicable of any such compelled disclosure, and further that Xxxxxxx agrees to honor any order or ruling obtained by the Company quashing or barring any such subpoena, court order or request for disclosure. As used in this Agreement, “Confidential Information” means any and all information belonging to the Company, which is of value to the Company and the disclosure of which could result in a competitive or other disadvantage to the Company. Examples of Confidential Information are, without limitation, financial information, reports and forecasts; trade secrets, know-how and other intellectual property; software; market or sales information or plans; customer lists and information; business plans, prospects and opportunities; and possible acquisitions or dispositions of businesses or facilities that have been discussed by the management of the Company. Confidential Information includes information Xxxxxxx developed or learned in the course of his employment with and service as a director of the Company, as well as other information to which Xxxxxxx may have had access in connection with his employment or service as a director. Confidential Information also includes the confidential information of others, including, but not limited to, customers of the Company, with whom the Company has a business relationship. Notwithstanding the foregoing, Confidential Information does not include information in the public domain, unless such information entered the public domain due to a breach of Xxxxxxx’x obligations under this Agreement regarding Confidential Information or otherwise.
Protection and Non-Disclosure of Confidential Information. The Executive expressly acknowledges and agrees that all Confidential Information is and shall remain the sole property of the Company or the third party to whom the Company owes an obligation of confidentiality and that the Executive shall hold it in strictest confidence. The Executive shall at all times, both during the Executive’s employment with the Company and after the termination of the Executive’s employment for any reason or for no reason, maintain in confidence and shall not, without the prior written consent of the Company, use (except in the course of performance of the Executive’s duties for the Company or by court order), disclose, or give to others any Confidential Information. The terms of this Section 7 are in addition to, and not in lieu of, any statutory or other contractual or legal obligation that the Executive may have relating to the protection of the Company’s Confidential Information. The terms of this Section 7 shall survive indefinitely any termination of the Executive’s employment with the Company for any reason or for no reason.
Protection and Non-Disclosure of Confidential Information. Executive expressly acknowledges and agrees that all Confidential Information is and shall remain the sole property of Company or the third party to whom Company owes an obligation of confidentiality and that Executive shall hold it in strictest confidence. Executive shall at all times, both during Executive’s employment with Company and after Executive’s termination of employment for any reason or for no reason, maintain in confidence and shall not, without the prior written consent of Company, use (except in the course of performance of Executive’s duties for Company or by court order), disclose, or give to others any Confidential Information.
Protection and Non-Disclosure of Confidential Information. The Executive shall safeguard the Confidential Information by all reasonable steps and abide by all policies and procedures of the Company in effect from time to time regarding storage, copying, destroying, publication or posting, and handling of such Confidential Information, in whatever medium or format that Confidential Information takes. At all times during and after his employment by the Company, the Executive shall not, unless the Company expressly consents in advance in writing or unless otherwise permitted by this Agreement, disclose Confidential Information at any time except (i) to authorized Company personnel, or (ii) when required to do so by a court of law, a governmental agency, or an administrative or legislative body (each with jurisdiction to order the Executive to divulge, disclose or make accessible such information); provided that, the Executive shall give prompt written notice to the Company of such requirement and reasonably cooperate with any attempt by the Company and/or its affiliates to obtain a protective order or similar treatment. Notwithstanding the foregoing, nothing in this Agreement prohibits, limits, or otherwise interferes with the Executive’s protected rights under federal, state or local law to, without notice to the Company, (i) communicate or file a charge with a government regulator; (ii) participate in an investigation or proceeding conducted by a government regulator; or (iii) receive an award paid by a government regulator for providing information.
Protection and Non-Disclosure of Confidential Information. You expressly acknowledge and agree that all Confidential Information is and shall remain the sole property of Company or the third party to whom Company owes an obligation of confidentiality and that you shall hold it in strictest confidence. You shall at all times, both during the period you are performing services for Company and after the termination of such services for any reason or for no reason, maintain in confidence and shall not, without the prior written consent of Company, use (except in the course of performance of your duties for Company or by court order), disclose, or give to others any Confidential Information.
Protection and Non-Disclosure of Confidential Information. The Receiving Party agrees to treat any Confidential Information that is furnished to it as a Receiving Party by or on behalf of the Disclosing Party in accordance with the provisions of this Agreement and to take or abstain from taking certain actions as set forth herein. Each Receiving Party agrees not to use Confidential Information disclosed to it by the Disclosing Party for its own use or for any purpose. Receiving Party agrees that it will hold the Confidential Information received from the Disclosing Party in strict confidence and will take measures at least as stringent as the measures it takes to preserve its own proprietary or confidential information, and in no event less than reasonable measures, to safeguard the Confidential Information against unauthorized use or disclosure.
Protection and Non-Disclosure of Confidential Information. You expressly acknowledge and agree that all Confidential Information is and shall remain the sole property of Company or the third party to whom Company owes an obligation of confidentiality and that you shall hold it in strictest confidence. You shall at all times, both during the period you are performing services for Company and after the termination of such services for any reason or for no reason, maintain in confidence and shall not, without the prior written consent of Company, use (except in the course of performance of your duties for Company or by court order), disclose, or give to others any Confidential Information. 1 The term “trade secrets,” as used in this Agreement, shall be given its broadest possible interpretation under the law of Massachusetts and shall include, without limitation, anything tangible or intangible or electronically kept or stored, which constitutes, represents, evidences or records or any secret scientific, technical, merchandising, production or management information, or any design, process, procedure, formula, invention, improvement or other confidential or proprietary information or documents.
Protection and Non-Disclosure of Confidential Information. The Parties agree, with respect to any Confidential Information received by them:
a. To hold and use such Confidential Information in strict confidence, to take all necessary and reasonable precautions to prevent disclosure of such Confidential Information, or any part thereof, including, without limitation, precautions at least as great as the methods and degree of care the Parties each use to prevent disclosure of their own proprietary and confidential information, but in no event less than reasonable care;
b. To use such Confidential Information on a temporary and evaluation basis solely for the purpose(s) expressed in Recital A of this Agreement, and not incorporate Confidential Information into the receiving Party’s own information systems;
c. To disclose Confidential Information only to officers, employees, and consultants, on a need-to-know basis, and to not disclose Confidential Information to anyone not a signatory to this Agreement or not otherwise bound by confidentiality obligations at least as stringent as those set forth in this Agreement;
d. To notify the disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the receiving Party and in every reasonable way to cooperate and to assist the disclosing Party to regain possession of the Confidential Information and to prevent its further unauthorized use; and
e. To promptly return the Confidential Information existing in any tangible form to the disclosing Party and destroy all Confidential Information of the disclosing Party stored electronically or otherwise as part of any data storage system, at any time upon the request of the disclosing Party, which return and destruction shall be certified under oath if so requested by the disclosing Party.
Protection and Non-Disclosure of Confidential Information. Consultant expressly acknowledges and agrees that all Confidential Information is and shall remain the sole property of the Company or the third party to whom the Company owes an obligation of confidentiality and that Consultant will hold it in strictest confidence. Consultant will at all times, both during the period Consultant is performing services for the Company and after the termination of such services for any reason or for no reason, maintain in confidence and will not, without the prior written consent of the Company, use (except in the course of performance of Consultant’s duties for the Company or by court order), disclose, or give to others any Confidential Information.
