Protection of Trade Secrets and Confidential Information. Grantee hereby agrees that Grantee will hold in a fiduciary capacity for the benefit of SunTrust and each SunTrust Affiliate, and will not directly or indirectly use or disclose, any Trade Secret that Grantee may have acquired during the term of Grantee's employment by SunTrust or a SunTrust Affiliate for so long as such information remains a Trade Secret. In addition Xxxxxxx agrees that during the Restricted Period Grantee will hold in a fiduciary capacity for the benefit of SunTrust and each SunTrust Affiliate, and will not directly or indirectly use or disclose, any Confidential or Proprietary Information that Grantee may have acquired (whether or not developed or compiled by Grantee and whether or not Grantee was authorized to have access to such information) during the term of, in the course of, or as a result of Xxxxxxx's employment by SunTrust or a SunTrust Affiliate.
Protection of Trade Secrets and Confidential Information. (a) Through exercise of Employee’s rights and performance of Employee’s obligations under this Agreement, Employee will be exposed to “Trade Secrets” and “Confidential Information” (as those terms are defined below). “Trade Secrets” shall mean information or data of or about Employer or any Affiliates (as defined in subsection 26(a)), including, but not limited to, technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, or lists of actual or potential customers, clients, distributors, or licensees, that: (i) derive economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from their disclosure or use; and (ii) are the subject of efforts that are reasonable under the circumstances to maintain their secrecy. To the extent that the foregoing definition is inconsistent with the definition of “trade secret” mandated under applicable law, the latter definition shall govern for purposes of interpreting Employee’s obligations under this Agreement. Except as required to perform Employee’s obligations under this Agreement, or except with Employer’s prior written permission, Employee shall not use, redistribute, market, publish, disclose or divulge to any other person or entity any Trade Secrets of Employer. Employee’s obligations under this provision shall remain in force (during and after the Term) for so long as such information or data shall continue to constitute a Trade Secret under applicable law. Employee agrees to cooperate with any and all confidentiality requirements of Employer, and Employee shall immediately notify Employer of any unauthorized disclosure or use of any Trade Secrets of which Employee becomes aware.
Protection of Trade Secrets and Confidential Information. (a) Through exercise of his rights and performance of his obligations under this Agreement, Employee will be exposed to “Trade Secrets” and “Confidential Information” (as those terms are defined below). “Trade Secrets” shall mean information or data of or about Employer or any affiliated entity, including, but not limited to, technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, or lists of actual or potential customers, clients, distributors, or licensees, that: (i) derive economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from their disclosure or use; and (ii) are the subject of efforts that are reasonable under the circumstances to maintain their secrecy. To the extent that the foregoing definition is inconsistent with the definition of “trade secret” mandated under applicable law, the latter definition shall govern for purposes of interpreting Employee’s obligations under this Agreement. Except as required to perform his obligations under this Agreement, or except with Employer’s prior written permission, Employee shall not use, redistribute, market, publish, disclose or divulge to any other person or entity any Trade Secrets of Employer. Employee’s obligations under this provision shall remain in force (during and after the term) for so long as such information or data shall continue to constitute a Trade Secret under applicable law. Employee agrees to cooperate with any and all confidentiality requirements of Employer, and Employee shall immediately notify Employer of any unauthorized disclosure or use of any Trade Secrets which Employee becomes aware.
Protection of Trade Secrets and Confidential Information. Except as required by law, Purchaser shall not disclose any of the terms or conditions of an accepted order, including without limitation, pricing information, to any third party for any reason whatsoever. All non-public, confidential or proprietary information, including specifications, drawings, models, samples, designs, other information, or data, whether written, oral, or otherwise, furnished by or on behalf of a party shall remain the property of such party, and shall be returned (together with all copies) promptly upon the disclosing party's request. Such information shall be treated as confidential, and shall not be used, disclosed or reproduced by the other party, except as required in the course of performance hereunder or as otherwise permitted hereunder or in connection with any dispute arising hereunder or relating hereto. Each party's obligations of confidentiality hereunder with respect to each item of confidential information shall extend for a period of three (3) years from the date of Seller’s acceptance of the last order to which the items of confidential information in question pertain; provided, however, that each party’s obligations of confidentiality hereunder with respect to any such items of information which qualify for trade secret protection under applicable law shall remain in full force and effect for so long as such information remains a trade secret under applicable law. For purposes hereof, the confidentiality obligations embodied herein do not extend to any information, which, at the time of disclosure, was (i) already known or independently developed by the receiving party; (ii) in the public domain through no wrongful act of the receiving party; or (iii) received by the receiving party from a third party who was free to disclose such information. The parties acknowledge that the rights of a disclosing party hereunder are in addition to those rights such party may have under common law or applicable statutes for the protection of trade secrets. Upon demand by the disclosing party, the receiving party shall immediately return all information subject to this section to the disclosing party provided that the receiving party may nevertheless retain any copies stored in the cloud or on any back up media and pursuant to its document retention policy. Notwithstanding the foregoing, all working prepress files are property of Purchaser. When Seller executes prepress work, working prepress files will be sent back to Purchaser (in th...
Protection of Trade Secrets and Confidential Information a. Through exercise of his rights and performance of his obligations under this Agreement, Executive will be exposed to Trade Secrets and Confidential Business Information. Executive agrees to cooperate with any and all confidentiality requirements of the Company, and Executive shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets of which Executive becomes aware.
b. Except as required to perform his obligations under this Agreement or except with Company’s prior written permission, Executive shall not use, redistribute, market, publish, disclose or divulge to any other person or entity any Trade Secrets of the Company. The Executive’s obligations under this provision shall remain in force during the term of his employment or for a period of ten (10) years after the Executive’s last date of employment, provided that this covenant is in addition to and not in lieu of any remedies available to the Company or under Delaware law.
c. The Executive agrees to maintain in strict confidence and, except as necessary to perform his duties for the Company, not to use or disclose any Confidential Business Information at any time, either during the term of his employment or for a period of three (3) years after the Executive’s last date of employment.
d. Upon termination of employment, the Executive shall leave with the Company all business records relating to the Company and its affiliates including, without limitation, all contracts, calendars, and other materials or business records concerning its business or customers, including all physical, electronic, and computer copies thereof, whether or not the Executive prepared such materials or records himself. Upon such termination, the Executive shall retain no copies of any such materials.
e. Nothing in this Section 5 shall prevent the Executive from disclosing Trade Secrets or Confidential Business Information pursuant to a court order or court-issued subpoena, so long as the Executive first notifies the Company of said order or subpoena in sufficient time to allow the Company to seek an appropriate protective order. The Executive agrees that if he receives any formal or informal discovery request, court order, or subpoena requesting that he disclose Trade Secrets or Confidential Business Information, he will immediately notify the Company and provide the Company with a copy of said request, court order, or subpoena.
Protection of Trade Secrets and Confidential Information. EMPLOYEE hereby acknowledges that during the term of his/her employment, he/she will acquire access to confidential information and trade secrets belonging to HUNTER or HUNTER's clients or third parties. Such confidential information and trade secrets shall be kept in absolute confidence both during and after the termination of EMPLOYEE's employment. For the purpose of this paragraph 7, the term "trade secrets and confidential information" shall mean any information not generally known in the relevant trade or business, which was obtained from HUNTER or its clients or which was learned, discovered, conceived, originated or prepared as a result of the performance of any services on behalf of HUNTER; including but not limited to information relating to existing or contemplated products, services, technology, designs, processes or formulae and information relating to business plans and strategies, customer lists, customer requirements or supplier information. EMPLOYEE agrees that he/she will not, at any time, disclose to others, use for his/her own benefit or otherwise appropriate or copy any such confidential information or trade secrets, whether or not developed by EMPLOYEE, except as required in EMPLOYEE's duties to HUNTER; provided, however, that the foregoing shall not apply to any information that is (i) generally available to the public on the date hereof or becomes generally available to the public through no breach of this paragraph 7 by EMPLOYEE, (ii) obtained by EMPLOYEE from a third party having the right to disclose such information, (iii) known by EMPLOYEE prior to its disclosure by HUNTER or (iv) required by law, governmental order or decree to be disclosed by EMPLOYEE.
Protection of Trade Secrets and Confidential Information. (a) Definition of "Confidential Information." As used in this Agreement, the term "Confidential Information" shall include all information concerning or arising from the Company's business, including, without limitation, trade secrets used or developed by the Company in connection with its business; information concerning the manner and details of the Company's operation, organization and management; financial information and/or documents and nonpublic policies, procedures and other printed or written material generated or used in connection with the Company's business; the Company's business plans and strategies; the identities of the Company's customers and the specific individual customer representatives with whom the Company works and details of the Company's relationship with such customers and customer representatives; the identities of other persons or companies utilized in the Company's business and details of the Company's relationship with such persons or companies; the nature of fees and charges made to the Company's customers; nonpublic forms, contracts and other documents used in the Company's business; the nature and content of computer software used in the Company's business, whether proprietary to the Company or used by the Company under license from a third party; and/or other information concerning know-how, research, inventions, copyrights, trademarks, patent applications, patents, processes, designs, technical specifications, methods, concepts, prospects, customers, employees, contractors, earnings, products, services, formulas, compositions, machines, equipment, systems, and/or prospective and executed contracts and other business arrangements. As used in this Agreement, "Company" includes any direct or indirect subsidiary or affiliate of the Company. Confidential Information under this agreement shall not include information which (i) Employee can demonstrate was in Employee's possession prior to employment with the Company (unless such information is assigned to, or otherwise becomes the property of, the Company or (ii) is now in the public domain, or hereafter enters the public domain through no violation by Employee of the obligations hereunder or any other obligation of confidentiality, or (iii) is lawfully obtained from a source (other than the Company, its affiliates or representatives) in accordance with the terms and conditions, if any, imposed upon Employee by such source respecting the use and disclosure thereof; provided, h...
Protection of Trade Secrets and Confidential Information. A. Definition of “Confidential Information. “Confidential Information” means all nonpublic information concerning or arising from the Company’s business, including particularly but not by way of limitation trade secrets used, developed or acquired by the Company in connection with its business; information concerning the manner and details of the Company’s operation, organization and management; financial information and/or documents and nonpublic policies, procedures and other printed or written material generated or used in connection with the Company’s business; the Company’s business plans and strategies; the identities of the Company’s customers and the specific individual customer representatives with whom the Company works; the details of the Company’s relationship with such customers and customer representatives; the identities of distributors, contractors and vendors utilized in the Company’s business; the details of the Company’s relationship with such distributors, contractors and vendors; the nature of fees and charges made to the Company’s customers; nonpublic forms, contracts and other documents used in the Company’s business; the nature and content of computer software used in the Company’s business, whether proprietary to the Company or used by the Company under license from a third party; and all other information concerning the Company’s concepts, prospects, customers, employees, contractors, earnings, products, services, equipment, systems and/or prospective and executed contracts and other business arrangements.
Protection of Trade Secrets and Confidential Information. (a) Definition of “Confidential Information.” “Confidential Information” means all nonpublic information (whether in paper or electronic form, or contained in the Employee’s memory, or otherwise stored or recorded) relating to or arising from a Janus Entity’s business, including, without limitation, trade secrets used, developed or acquired by a Janus Entity in connection with its business. Without limiting the generality of the foregoing, “Confidential Information” shall specifically include all information concerning the manner and details of any Janus Entity’s operation, organization, investment strategy, modeling and management; financial information and/or documents and nonpublic policies, procedures and other printed, written or electronic material generated or used in connection with a Janus Entity’s business or investments; a Janus Entity’s business plans and strategies; the identities of a Janus Entity’s customers and the specific individual customer representatives with whom a Janus Entity works; the details of a Janus Entity’s relationship with such customers and customer representatives; the identities of distributors, contractors and vendors utilized in a Janus Entity’s business; the details of a Janus Entity’s relationships with such distributors, contractors and vendors; the nature of fees and charges made to a Janus Entity’s customers; nonpublic forms, contracts and other documents used in a Janus Entity’s business; all information concerning a Janus Entity’s employees, agents and contractors, including without limitation such persons’ compensation, benefits, skills, abilities, experience, knowledge and shortcomings, if any; the nature and content of computer software used in a Janus Entity’s business, whether proprietary to a Janus Entity or used by a Janus Entity under license from a third party; and all other information concerning a Janus Entity’s concepts, prospects, customers, employees, agents, contractors, earnings, products, services, equipment, systems, and/or prospective and executed contracts and other business arrangements. “Confidential Information” does not include information that is in the public domain through no wrongful act on the part of the Employee, nor does it include information, knowledge and know-how already within the Employee’s possession or memory before his employment with a Janus Entity or one of its predecessors.
Protection of Trade Secrets and Confidential Information. 1. Through exercise of his rights and performance of his obligations under this Agreement, Executive will be exposed to "Trade Secrets" and "Confidential Information" (as those terms are defined below). "Trade Secrets" shall mean information or data or of about the Company or any affiliated entity, including, but not limited to, technical or nontechnical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, products plans, or lists of actual or potential customers, clients, distributors, or licensees, that: (i) derive economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from their disclosure or use; and (ii) are the subject of efforts that are reasonable under the circumstances to maintain their secrecy. To the extent that the foregoing definition is inconsistent with a definition of "trade secret" mandated under applicable law, the latter definition shall govern for purposes of interpreting Executive's obligations under this Agreement. Except as required to perform his obligations under this Agreement or except with Company's prior written permission, Executive shall not use, redistribute, market, publish, disclose or divulge to any other person or entity any Trade Secrets of the Company. The Executive's obligations under this provision shall remain in force (during and after the Term) for so long as such information or data shall continue to constitute a "trade secret" under applicable law. Executive agrees to cooperate with any and all confidentiality requirements of the Company and Executive shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets of which Executive becomes aware.
