PROTECTION OF CONFIDENTIAL INFORMATION AND TRADE SECRETS. Executive acknowledges that the business of the Company and its Subsidiaries is highly competitive and that certain confidential contracts, books, records, and documents, confidential technical information concerning their services, pricing techniques, and computer system and software, and other confidential information (such as credit and financial data) concerning their customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company and its Subsidiaries use in their business to obtain a competitive advantage over their competitors. (All such information belonging to the Company and its Subsidiaries and not publicly available is jointly referred to herein as "Confidential Information and Trade Secrets.") Effective as of the Effective Time, Executive agrees that all Confidential Information and Trade Secrets are the exclusive, confidential, and proprietary information and property of the Company and, except as necessary to perform the consulting services to be provided hereunder, will not be used by Executive for any other purpose or in any other manner. Executive further acknowledges that protection of such Confidential Information and Trade Secrets against unauthorized disclosure and use is of critical importance to the Company and its Subsidiaries in maintaining their competitive position. Executive hereby agrees that he will not make any unauthorized disclosure of any such Confidential Information and Trade Secrets, or make any unauthorized use thereof. In the event that Executive is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information and Trade Secrets, Executive agrees to use his reasonable efforts to provide the Company with prompt notice of such request(s) to enable the Company to seek an appropriate protective order; provided, however, that Executive shall not be prohibited from complying with any such request unless an appropriate protective order is in place.
Appears in 10 contracts
Samples: Termination and Release Agreement (Ply Gem Industries Inc), Merger Agreement (Atrium Corp), Termination and Release Agreement (Nortek Inc)
PROTECTION OF CONFIDENTIAL INFORMATION AND TRADE SECRETS. Executive acknowledges that the business of the Company and its Subsidiaries subsidiaries is highly competitive and that certain confidential their contracts, books, records, and documents, confidential their technical information concerning their services, pricing techniques, and computer system and software, and the names of and other confidential information (such as credit and financial data) concerning their customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company and its Subsidiaries subsidiaries use in their business to obtain a competitive advantage over their competitors. (All such information belonging to the Company and its Subsidiaries and not publicly available subsidiaries is jointly referred to herein as "Confidential Information and Trade Secrets.") Effective as of the Effective Time, Executive agrees that all Confidential Information and Trade Secrets are the exclusive, confidential, and proprietary information and property of the Company and, except as necessary to perform the consulting services to be provided hereunder, will not be used by Executive for any other purpose or in any other manner. Executive further acknowledges that protection of such Confidential Information and Trade Secrets against unauthorized disclosure and use is of critical importance to the Company and its Subsidiaries subsidiaries in maintaining their competitive position. Executive hereby agrees that he will not make any unauthorized disclosure of any such Confidential Information and Trade Secrets, or make any unauthorized use thereof. In the event that Executive is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information and Trade Secrets, Executive agrees to use his reasonable efforts to provide the Company with prompt notice of such request(s) to enable the Company to seek an appropriate protective order; provided, however, that Executive shall not be prohibited from complying with any such request unless an appropriate protective order is in place.
Appears in 2 contracts
Samples: Termination Agreement (Vista Energy Resources Inc), Termination Agreement (Vista Energy Resources Inc)
PROTECTION OF CONFIDENTIAL INFORMATION AND TRADE SECRETS. Executive acknowledges that the business of the Company and its Subsidiaries subsidiaries is highly competitive and that certain confidential their contracts, books, records, and documents, confidential their technical information concerning their services, pricing techniques, and computer system and software, and the names of and other confidential information (such as credit and financial data) concerning their customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company and its Subsidiaries subsidiaries use in their business to obtain a competitive advantage over their competitors. (All such information belonging to the Company and its Subsidiaries and not publicly available subsidiaries is jointly referred to herein as "Confidential Information and Trade Secrets.") ; provided, however, that Confidential Information and Trade Secrets shall not include information that is or becomes generally available in the public domain other than as a result of disclosure by Executive in violation of this Agreement, is generally known to the industry as a whole or is not specific to the operations and business of the Company and its subsidiaries. Effective as of the Effective Time, Executive agrees that all Confidential Information and Trade Secrets are the exclusive, confidential, confidential and proprietary information and property of the Company and, except as necessary to perform the consulting services to be provided hereunder, and will not be used by Executive for any other purpose or in any other manner. Executive further acknowledges that protection of such Confidential Information and Trade Secrets against unauthorized disclosure and use is of critical importance to the Company and its Subsidiaries subsidiaries in maintaining their competitive position. Executive hereby agrees that he will not make any unauthorized disclosure of any such Confidential Information and Trade Secrets, or make any unauthorized use thereofthereof prior to the fifth anniversary of the date of the Effective Time. In the event that Executive is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information and Trade Secrets, Executive agrees to use his reasonable efforts to provide the Company with prompt notice of such request(s) to enable the Company to seek an appropriate protective order; provided, however, that Executive shall not be prohibited from complying with any such request unless an appropriate protective order is in place.
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PROTECTION OF CONFIDENTIAL INFORMATION AND TRADE SECRETS. Executive The Consultant acknowledges that the business of the Company and its Subsidiaries affiliates is highly competitive and that certain confidential their contracts, books, records, and documents, confidential their technical information concerning their services, pricing techniques, and computer system and software, and the names of and other confidential information (such as credit and financial data) concerning their customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, special and unique assets which the Company and its Subsidiaries affiliates use in their business to obtain a competitive advantage over their competitors. competitors (All all such information belonging to the Company and its Subsidiaries and not publicly available is affiliates being jointly referred to herein as "Confidential Information and Trade Secrets.") Effective as of the Effective Time, Executive ). The Consultant agrees that all Confidential Information and Trade Secrets are the exclusive, confidential, and proprietary information and property of the Company and, except as necessary to perform the consulting services to be provided hereunderConsulting Services or the Consultant's duties as a member of the Board, will not be used by Executive the Consultant for any other purpose purpose, including for the benefit of any person other than the Company, or in any other manner. Executive The Consultant further acknowledges that protection of such Confidential Information and Trade Secrets against unauthorized disclosure and use is of critical importance to the Company and its Subsidiaries affiliates in maintaining their competitive position. Executive During and following the Consulting Period, the Consultant hereby agrees that he will not make any unauthorized disclosure of any such Confidential Information and Trade Secrets, or make any unauthorized use thereof. In the event that Executive the Consultant is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information and Trade Secrets, Executive the Consultant agrees to use his reasonable efforts to provide the Company with prompt notice of such request(s) to enable the Company to seek an appropriate protective order; provided, however, that Executive the Consultant shall not be prohibited from complying with any such request unless an appropriate protective order is in place.
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PROTECTION OF CONFIDENTIAL INFORMATION AND TRADE SECRETS. Executive acknowledges that the business of the Company and its Subsidiaries subsidiaries is highly competitive and that certain confidential their contracts, books, records, and documents, confidential their technical information concerning their services, pricing techniques, and computer system and software, and the names of and other confidential information (such as credit and financial data) concerning their customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company and its Subsidiaries subsidiaries use in their business to obtain a competitive advantage over their competitors. (All such information belonging to the Company and its Subsidiaries and not publicly available subsidiaries is jointly referred to herein as "Confidential Information and Trade SecretsCONFIDENTIAL INFORMATION AND TRADE SECRETS.") Effective as of the Effective Time, Executive agrees that all Confidential Information and Trade Secrets are the exclusive, confidential, and proprietary information and property of the Company and, except as necessary to perform the consulting services to be provided hereunderConsulting Services, will not be used by Executive for any other purpose or in any other manner. Executive further acknowledges that protection of such Confidential Information and Trade Secrets against unauthorized disclosure and use is of critical importance to the Company and its Subsidiaries subsidiaries in maintaining their competitive position. Executive hereby agrees that he will not make any unauthorized disclosure of any such Confidential Information and Trade Secrets, or make any unauthorized use thereof. In the event that Executive is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information and Trade Secrets, Executive agrees to use his reasonable efforts to provide the Company with prompt notice of such request(s) to enable the Company to seek an appropriate protective order; provided, however, that Executive shall not be prohibited from complying with any such request unless an appropriate protective order is in place.
Appears in 1 contract
Samples: Consulting, Non Compete and Separation Agreement (Capstar Broadcasting Partners Inc)
PROTECTION OF CONFIDENTIAL INFORMATION AND TRADE SECRETS. Executive acknowledges that the business of the Company and its Subsidiaries subsidiaries is highly competitive and that certain confidential their contracts, books, records, and documents, confidential their technical information concerning their services, pricing techniques, and computer system and software, and the names of and other confidential information (such as credit and financial data) concerning their customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company and its Subsidiaries subsidiaries use in their business to obtain a competitive advantage over their competitors. (All such information belonging to the Company and its Subsidiaries and not publicly available subsidiaries is jointly referred to herein as "Confidential Information and Trade Secrets."; provided, however, that Confidential Information and Trade Secrets shall not include (i) information that is publicly available, generally known to the industry as a whole or is not specific to the operations and business of the Company and its subsidiaries and (ii) information held or used in connection with the business and operations of Triathlon Broadcasting Company and the Marquee Group, Inc. Effective as of the Effective Time, Executive agrees that all Confidential Information and Trade Secrets are the exclusive, confidential, and proprietary information and property of the Company and, except as necessary to perform the consulting services Consulting Services to be provided hereunder, will not be used by Executive for any other purpose or in any other manner. Executive further acknowledges that protection of such Confidential Information and Trade Secrets against unauthorized disclosure and use is of critical importance to the Company and its Subsidiaries subsidiaries in maintaining their competitive position. Executive hereby agrees that he will not make any unauthorized disclosure of any such Confidential Information and Trade Secrets, or make any unauthorized use thereofthereof prior to the fifth anniversary of the date of the Effective Time. In the event that Executive is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information and Trade Secrets, Executive agrees to use his reasonable efforts to provide the Company with prompt notice of such request(s) to enable the Company to seek an appropriate protective order; provided, however, that Executive shall not be prohibited from complying with any such request unless an appropriate protective order is in place.
Appears in 1 contract
Samples: Consulting, Non Compete and Termination Agreement (SFX Broadcasting Inc)