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Protection of Proprietary and Confidential Information Sample Clauses

Protection of Proprietary and Confidential Information. Executive agrees that Executive’s employment creates a relationship of confidence and trust with the Company with respect to Proprietary and Confidential Information (as defined below) of the Company learned by Executive during Executive’s employment. A. Executive agrees not to directly or indirectly use or disclose any of the Proprietary and Confidential Information of the Company or any of its affiliates at any time except in connection with the services Executive provides to such entities. “Proprietary and Confidential Information” shall mean trade secrets, confidential knowledge, data or any other proprietary or confidential information of the Company or any of its affiliates, or of any customers, members, employees or directors of any of such entities, but shall not include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure to Executive by the Company or (ii) becomes publicly known and made generally available after disclosure to Executive by the Company other than as a result of a disclosure by Executive in violation of this Agreement. By way of illustration but not limitation, “Proprietary and Confidential Information” includes: (i) trade secrets, documents, memoranda, reports, files, correspondence, lists and other written and graphic records affecting or relating to any such entity’s business; (ii) confidential marketing information including without limitation marketing strategies, customer and client names and requirements, services, prices, margins and costs; (iii) confidential financial information; (iv) personnel information (including without limitation employee compensation); and (v) other confidential business information.
Protection of Proprietary and Confidential InformationYou agree that your employment creates a relationship of confidence and trust with the Company with respect to Proprietary and Confidential Information (as defined below) of the Company learned by you during your employment. A. You agree not to directly or indirectly use or disclose any of the Proprietary and Confidential Information of the Company or any of its affiliates at any time except in connection with the services you provide to such entities. “Proprietary and Confidential Information” shall mean trade secrets, confidential knowledge, data or any other proprietary or confidential information of the Company or any of its affiliates, or of any customers, members, employees or directors of any of such entities, but shall not include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by the Company or (ii) becomes publicly known and made generally available after disclosure to you by the Company. By way of illustration but not limitation, “Proprietary and Confidential Information” includes: (i) trade secrets, documents, memoranda, reports, files, correspondence, lists and other written and graphic records affecting or relating to any such entity’s business; (ii) confidential marketing information including without limitation marketing strategies, customer and client names and requirements, services, prices, margins and costs; (iii) confidential financial information; (iv) personnel information (including without limitation employee compensation); and (v) other confidential business information.
Protection of Proprietary and Confidential Information. While this Support Agreement is in effect and thereafter, each party shall keep in confidence all confidential or proprietary information disclosed to it by the other party ("Information") and shall protect the same from: (1) Any use except as authorized; or (2) Disclosure to third parties except as required by law, judicial or governmental authority. Each party shall inform any affected employees of the confidential nature of the Information and of the obligations of such party and such employees under this Support Agreement. Upon the discontinuance, termination or cancellation of this Support Agreement, the Information shall be returned to the disclosing party at such party's prior written request or shall be destroyed and such party shall certify as to such destruction.
Protection of Proprietary and Confidential Information. Executive agrees that Executive’s employment creates a relationship of confidence and trust with the Company with respect to Proprietary and Confidential Information (as defined below) of the Company learned by Executive during Executive’s employment. A. Executive agrees not to directly or indirectly use or disclose any of the Proprietary and Confidential Information of the Company or any of its affiliates at any time except in connection
Protection of Proprietary and Confidential Information. Executive agrees that Executive’s employment creates a relationship of confidence and trust with the Company with respect to Proprietary and Confidential Information (as defined below) of the Company learned by Executive during Executive’s employment. A. Executive agrees not to directly or indirectly use or disclose any of the Proprietary and Confidential Information of the Company or any of its affiliates at any time except in connection with the services Executive provides to such entities. “Proprietary and Confidential Information” shall mean trade secrets, confidential knowledge, data or any other proprietary or confidential information of the Company or any of its affiliates, or of any customers, members, employees or directors of any of such entities, but shall not include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure to Executive by the Company or (ii) becomes publicly known and made generally available after disclosure to Executive by the Company other than as a result of a disclosure by Executive in violation of this Agreement. By way of illustration but not limitation,
Protection of Proprietary and Confidential Information. (a) Except as may otherwise be provided in this Article XI, during the Term of this Agreement and for a period of […***…] years thereafter (or longer as required with respect to any Third Party information), each Recipient Party receiving Proprietary and Confidential Information shall maintain in confidence and use only for purposes specifically authorized under this Agreement all Proprietary and Confidential Information of the Disclosing Party. In protecting the Proprietary and Confidential Information of the Disclosing Party, the Recipient Party shall use the same degree of care as it employs in protecting in its own similar information, but in any event no less than a reasonable degree of care. (b) To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Recipient Party may disclose Proprietary and Confidential Information it is otherwise obligated under this Section 11.1 not to disclose to its 51 *** Confidential Treatment Requested Affiliates, consultants, agents and representatives, only on a need-to-know basis and only on condition that such Persons agree to keep the Proprietary and Confidential Information confidential for the same time periods and to the same extent as such Recipient Party and further agree to use such Proprietary and Confidential Information only for purposes relevant to the performance by a Recipient Party of its obligations under this Agreement. A Recipient Party shall be fully responsible for any improper disclosure or use of Proprietary and Confidential Information by its Affiliates, consultants, agents and representatives. (c) If a Recipient Party is required under applicable Legal Requirements to disclose any Proprietary and Confidential Information of the Disclosing Party to any Governmental Authority in connection with bona fide legal process, then the Recipient Party may do so only if (i) it limits disclosure of the Proprietary and Confidential Information only to that information required to be disclosed, and (ii) it gives the Disclosing Party, if practicable and legal under the circumstances, prompt written notice of any instance of such a requirement in reasonable time for the Disclosing Party to attempt to object to or to limit such disclosure, with the cooperation of the Recipient Party and at the Disclosing Party’s cost and expense. (d) The Parties have agreed upon the form and content of a press release(s) to be issued promptly following the ...
Protection of Proprietary and Confidential Information. Distributor and ISD agree to observe complete confidentiality with regard to any non-public technical, marketing, price or other information which is disclosed by the other party; provided, however, the foregoing does not apply to any information which (i) is already in the public domain or becomes available to the public through no breach of this Agreement by the receiving party, (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party, (iii) is received independently from a third party free to lawfully disclose such information to the receiving party, or (iv) is subsequently independently developed by the receiving party. The receiving party's obligations with respect to each item of confidential information shall terminate three (3) years from the date of receipt thereof by the receiving party and shall survive the termination of this Agreement.
Protection of Proprietary and Confidential InformationSubject to applicable law and the permitted disclosures set forth in this Separation Agreement, you promise and agree that you will not, except upon written authorization from the Company or as required by law, disclose any confidential or proprietary information belonging to or concerning the Company and/or its affiliates, or any of their respective vendors, or customers, including, without limitation, financial data, business and marketing plans, budgets, personnel information, product designs and specifications, research and development plans and budgets, technical drawings and specifications, manufacturing methods, technical know-how or other trade secrets. You acknowledge and affirm in its entirety the IP Agreement.
Protection of Proprietary and Confidential InformationAll information disclosed by one party to the other during the course of this Agreement and any Approved Statement of Work or Approved Marketing Plan shall be governed by the Confidential and/or Proprietary Information Agreement between the parties dated April 25, 1996.
Protection of Proprietary and Confidential Information. 1. Distributor acknowledges that all software and firmware Products or portions of Products and manuals and information related thereto ("Manuals") herein licensed and/or furnished to Distributor under this Agreement comprise proprietary and confidential information and trade secrets solely owned by SAC, and that nothing in this Agreement conveys to Distributor any ownership interest therein, or to any data contained therein, or to any modification thereto or any copies thereof. The Products or portions of Products and Manuals are furnished to Distributor under this Agreement on a confidential basis solely for Distributor's private use. SAC is and shall remain the sole owner of all right, title and interest in and to all Products or portions of Products and Manuals, all copyrights therein, and all copies thereof furnished to Distributor under this Agreement. Distributor agrees to keep in confidence the Products and portions of Products and Manuals, all parts thereof and all updates thereto, and the information contained therein and to protect the same from (a) disclosure to anyone other than Distributor's employees and agents necessarily involved in the use and operation of the Products for Distributor and (b) use by its employees and agents except in relation to the use and operation of the Products for Distributor. Distributor shall adopt and follow reasonable procedures to maintain the confidentiality of all information contained in the software and firmware Products and portions of Products and Manuals. Distributor also agrees not to copy, sell, disclose or otherwise make the Products or portions of Products and Manuals available to unauthorized parties. Distributor shall be exclusively responsible for the supervision, management, and control of its use of the Products and portions of Products and Manuals identified herein. 2. Distributor shall inform its employees and agents receiving the Products and portions of Products and Manuals of the confidential nature thereof and of the obligations of Distributor and its employees and agents acting on behalf of Distributor under this Agreement with respect to such Products and portions of Products and Manuals. Distributor agrees that it will take appropriate action by instruction, agreement, or otherwise with its employees and agents permitted access to Products and portions of Products and Manuals to satisfy Distributor's obligations under this Agreement. 3. If at any time during the term of this Agreement S...