Protection of Company Information. During the period of his employment, or at any later time following the termination of his employment for any reason, the Executive shall hold in a fiduciary capacity for the benefit of the Company and its affiliates, and shall not, without the written consent of the Board, knowingly disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company, or use for any purpose other than to perform his duties hereunder, any “Confidential Information” of the Company or any of its Affiliates obtained by him while in the employ of the Company. The Confidential Information protected by this provision shall include all computer software and files, policy expirations, telephone lists, customer lists, prospect lists, marketing information, information regarding managing general agents, pricing policies, contract forms, customer information, copyrights and patents, the identity of Company and Affiliate employees, Company and Affiliate books, records, files, financial information, business practices, policies and procedures, underwriting policies and practices of the Company and of any Affiliate of the Company, information about all services and products of the Company and its Affiliates, names of users or purchasers of the products or services of the Company or its affiliates, methods of promotion and sale and all information which constitutes trade secrets under the law of any state in which the Company or any of its Affiliates does business. No information shall be treated as Confidential Information if it is generally available public knowledge at the time of disclosure or use by Executive, provided that information shall not be deemed to be publicly available merely because it is embraced by general disclosures or because individual features or combinations thereof are publicly available. The Executive agrees that any breach of the restrictions set forth in this Section will result in irreparable injury to the Company and/or its Affiliates for which there is no adequate remedy at law and the Company and its Affiliates shall, in addition to any other remedies available to them, be entitled to injunctive relief and specific performance in order to enforce the provisions hereof and shall be entitled to recover its attorneys’ fees and costs incurred in connection with seeking such relief or otherwise as a res...
Protection of Company Information. Contractor agrees that at all times during or subsequent to the performance of the Services, Contractor will keep confidential and not divulge, communicate, or use Company Information, except for Contractor's own use during the Term of this Agreement to the extent necessary to perform the Services. Contractor further agrees not to cause the transmission, removal or transport of tangible embodiments of, or electronic files containing, Company Information from Company's principal place of business, without prior written approval of Company.
Protection of Company Information. In consideration of the Company's grant of the Award to the Grantee, the Grantee agrees as follows:
Protection of Company Information. As a condition of his continued employment, Executive agrees to sign, contemporaneously with this Agreement, and to abide by the Employee’s Proprietary Information and Inventions Agreement (the “Proprietary Information Agreement”), a copy of which is attached hereto as Exhibit A. The Proprietary Information Agreement shall be deemed effective as of the commencement of Executive’s employment with the Company.
Protection of Company Information. Distributor acknowledges and --------------------------------- agrees that all Company Confidential Information is confidential and proprietary to the Company. In this regard, (a) Distributor agrees to use Company Confidential Information solely in the discharging of its responsibilities hereunder;
Protection of Company Information. You agree that, during the Consulting Period and thereafter, you will not use or disclose any confidential or proprietary information or materials of the Company which you obtain or develop in the course of performing the Services, except with the advance written authorization of the Chairman of the Board. Any and all work product you create in connection with the Services will be the sole and exclusive property of the Company. You hereby assign to the Company, to the fullest extent permitted by law, all right, title, and interest in all inventions, techniques, processes, materials, and other intellectual property developed by you, alone or with others, in the course of performing the Services.
Protection of Company Information. Distributor acknowledges and --------------------------------- agrees that all Company Confidential Information is confidential and proprietary to the Company. In this regard,
(a) Distributor agrees to use Company Confidential Information solely in the discharging of its responsibilities hereunder;
(b) Distributor may disclose Company Confidential Information to its employees who have the need to know such information; provided, however, that prior to any such disclosure, Distributor must have an appropriate confidentiality agreement with any such employee, binding such employee on the terms of this Section 13. For a period of three (3) years from the date of receipt of Company Confidential Information, Distributor may not disclose such Confidential Information to others (including but not limited to any affiliates of Distributor) unless, prior to such disclosure, Distributor has an appropriate agreement with the other party and such disclosure is approved by the Company in writing. All such appropriate agreements must enable Distributor to meet its obligations hereunder and to enforce the terms and conditions of this Section; EXCLUSIVE DISTRIBUTION AGREEMENT -------------------------------- REVISED DRAFT - November 4, 2002 Page 16 of 31
(c) Distributor shall not make any additional copies of any writings, documents, programs or other media which contain Company Confidential Information and are marked "do not reproduce" or similar language, without the prior written permission of the Company;
(d) Distributor shall keep all writings, documents or other media containing Company Confidential Information secure in locked files at all times, when not in use, to prevent their loss or unauthorized disclosure, take action to prevent unauthorized access to any of its premises and comply with all other reasonable security procedures and measures which the Company may recommend from time to time;
(e) Distributor shall segregate Company Confidential Information at all times from materials of third parties;
(f) Distributor's obligations with respect to Company Confidential Information will not apply to any information that (i) is already in its possession without obligation of confidence; (ii) is independently developed; (iii) is or becomes publicly available without breach of this Agreement; (iv) Distributor rightfully receives from a third party without obligation of confidence; or (v) is released for disclosure with the Company's written consent;
(g) Distributor sha...
Protection of Company Information. In addition to any existing contractual, common law, or legally imposed obligation, Employee agrees that all confidential information (whether written, graphic, oral, committed to memory or otherwise in his possession) regarding the operations and plans of Company shall remain strictly confidential and secret so long as that information has not been published in a way generally available to the public.
Protection of Company Information. Executive agrees to return all Company property including all documents and electronic files containing information related to the Company’s business. Executive agrees that he will not, directly or indirectly, disclose any confidential records, trade information, plans, projections, financial data, formula, specifications, or other trade secrets of Company to any third party without the written consent of the Company, except as may otherwise be required by law. The prohibitions of this Paragraph 3.1 shall not apply, however, to information in the public domain (but only if the same becomes a part of the public domain through a means other than a disclosure prohibited hereunder).
Protection of Company Information. Advisor agrees that at all times during or subsequent to the performance of the Services, Advisor will keep confidential and not divulge, communicate, or use Company Information, except for Advisor’s own use during the Term (as defined below) to the extent necessary to perform the Services. Advisor further agrees not to cause the transmission, removal or transport of tangible embodiments of, or electronic files containing, Company Information from Company’s principal place of business, without prior written approval of Company.
