Common use of Recognition of Company’s Rights; Nondisclosure Clause in Contracts

Recognition of Company’s Rights; Nondisclosure. I understand and acknowledge that my employment by Company creates a relationship of confidence and trust with respect to Company’s Confidential Information (as defined below) and that Company has a protectable interest therein. At all times during and after my employment, I will hold in strict confidence and will not disclose, use, lecture upon or publish any of Company’s Confidential Information, except as such disclosure, use, lecture or publication may be required in connection with my work for Company and solely for the benefit of Company, or unless an officer of Company has expressly authorized such disclosure, use, lecture or publication in writing. I will obtain Company’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that discloses and/or incorporates any Confidential Information. I hereby assign to Company any rights, title or interest I may have or acquire in such Confidential Information and recognize that all Confidential Information shall be the sole and exclusive property of Company and its assigns. I will take all reasonable precautions to prevent the unauthorized disclosure of Confidential Information, and will promptly notify Company if I learn of any unauthorized use or disclosure of any Confidential Information and cooperate with Company in connection with the foregoing. Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), I shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if I file a lawsuit for retaliation by Company for reporting a suspected violation of law, I may disclose Company’s trade secrets to my attorney and use the trade secret information in the court proceeding if I: (A) file any document containing the trade secret under seal; and (B) do not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between Company and me, nothing in this Agreement shall limit my right to discuss my employment or report possible violations of law or regulation with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or similar state or local agency or to discuss the terms and conditions of my employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions of law or regulation, including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosure.

Appears in 8 contracts

Samples: Employment Agreement (GX Acquisition Corp.), Employment Agreement (GX Acquisition Corp.), Employment Agreement (GX Acquisition Corp.)

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Recognition of Company’s Rights; Nondisclosure. I understand and acknowledge that my employment by Company creates a relationship of confidence and trust with respect to Company’s Confidential Information (as defined below) and that Company has a protectable interest therein. At all times during Executive’s employment and after my employmentthereafter, I Executive will hold in strict strictest confidence and will not disclose, use, lecture upon or publish any of the Company’s Proprietary Information or Confidential InformationInformation (each, as defined below), except as such disclosure, use, lecture use or publication may be (a) required in connection with my work for Company and solely the services provided by Executive for the benefit of Company, or unless an officer of Company has (b) expressly authorized such disclosure, use, lecture or publication by the Company in writing, (c) required to enforce any legal rights he may have or (d) required to be disclosed by law, regulation, regulatory authority or other applicable judicial or governmental order or legal process (provided that, in such event, Executive shall, to the extent permitted by law, provide the Company with notice thereof so that the Company may attempt to obtain a protective order or other assurance that confidential treatment will be accorded such information); provided, however, that with respect to any of the Company’s Proprietary Information or Confidential Information that constitutes a trade secret under applicable law, such obligations shall survive so long as the Proprietary Information or Confidential Information remains a trade secret. I will During the Restricted Period, Executive must obtain the Company’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that discloses and/or relates to Executive’s work at, for, or on behalf of the Company and which incorporates any Proprietary Information or Confidential Information. I Executive hereby assign assigns to the Company any rights, title or interest I rights that Executive may have or acquire in such Confidential Proprietary Information and recognize recognizes that all Confidential Proprietary Information shall be the sole and exclusive property of the Company and its assigns. I will take all reasonable precautions to prevent the unauthorized disclosure of Confidential Information, and will promptly notify Company if I learn of any unauthorized use assigns or disclosure of any Confidential Information and cooperate with Company successors in connection with the foregoing. Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), I shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under sealinterest. In addition, if I file a lawsuit for retaliation Executive hereby agrees that, except as required by Company for reporting a suspected violation of applicable law, I may disclose Company’s trade secrets to my attorney and use the trade secret information in the court proceeding if I: (A) file any document containing the trade secret under seal; and (B) do Executive will not disclose to any Person, other than Executive’s spouse and legal, financial and other advisors (if any), the trade secretterms or provisions of this Agreement, except pursuant or the grant or issuance of profits interests or other equity, without the prior approval of the Company or Crackle, as appropriate. Executive further agrees that he will instruct his legal, financial and other advisors (if any) to court order. Notwithstanding maintain the foregoing or anything to the contrary in confidentiality of this Agreement or any other agreement between Company and me, nothing in this Agreement shall limit my right to discuss my employment or report possible violations of law or regulation with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or similar state or local agency or to discuss the terms and conditions of my employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions of law or regulation, including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosureits terms.

Appears in 2 contracts

Samples: Employment Agreement (Snap One Holdings Corp.), Employment Agreement (Snap One Holdings Corp.)

Recognition of Company’s Rights; Nondisclosure. I understand and acknowledge that my employment by Company creates a relationship of confidence and trust with respect to Company’s Confidential Information (as defined below) and that Company has a protectable interest therein. At all times during my performance of duties for the benefit of the Company, whether as an employee of Company or through another arrangement with the Company (collectively referred to herein as “Employment”), and after my employmentthereafter, I will hold in strict strictest confidence and will not disclose, use, lecture upon or publish any of the Company’s Confidential Information's Proprietary Information (defined in section 1.2 below), Third Party Information (defined in section 1.3 below), or Personal Information (defined in section 1.4 below) except as such disclosure, use, lecture use or publication may be required in connection with my work for Company and solely for the benefit of CompanyEmployment, or unless an officer of the Company has (other than me, if I am an officer of the Company) expressly authorized authorizes such disclosure, use, lecture or publication in writing. I will obtain Company’s 's written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that discloses relates to my work at the Company and/or incorporates any Confidential Proprietary Information, Third Party, or Personal Information. I hereby assign to the Company any rights, title or interest rights I may have or acquire in such Confidential Proprietary Information and recognize that all Confidential Proprietary Information shall be the sole and exclusive property of the Company and its assigns. I will take all reasonable precautions have been informed and acknowledge that the unauthorized taking of the Company’s Proprietary Information, Third Party, or Personal Information may subject me to civil and/or criminal penalties. I understand that I may disclose Proprietary Information, Third Party, or Personal Information to the extent required by law, court order, or other legal authority with jurisdiction, provided that I promptly inform the Company in writing of such requirement (to the extent legally permissible) and comply, at the Company’s written request and expense, with the Company’s legal efforts to prevent or limit the unauthorized scope of such required disclosure. In the event such legally compelled disclosure of Confidential Information, and will promptly notify Company if I learn of any unauthorized use or disclosure of any Confidential Information and cooperate with Company in connection with the foregoing. Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b)is made as permitted hereunder, I shall not be held criminally or civilly liable under any Federal or State trade secret law for continue in all other ways to maintain the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if I file a lawsuit for retaliation by Company for reporting a suspected violation of law, I may disclose Company’s trade secrets to my attorney confidentiality obligations and use the trade secret information in the court proceeding if I: (A) file any document containing the trade secret under seal; and (B) do not disclose the trade secret, except pursuant restrictions herein with respect to court order. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between Company and me, nothing in this Agreement shall limit my right to discuss my employment or report possible violations of law or regulation with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or similar state or local agency or to discuss the terms and conditions of my employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions of law or regulation, including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosureinformation.

Appears in 2 contracts

Samples: Executive Chairman Agreement (Sema4 Holdings Corp.), Sema4 Holdings Corp.

Recognition of Company’s Rights; Nondisclosure. I understand and acknowledge that my employment by Company creates a relationship of confidence and trust with respect to Company’s Confidential Information (as defined below) and that Company has a protectable interest therein. At all times during and after my employment, I will hold in strict confidence and will not disclose, use, lecture upon or publish any of Company’s Confidential Information, except as such disclosure, use, lecture use or publication may be required in connection with my work for Company and solely for the benefit of Company, or unless an officer of Company has expressly authorized authorizes such disclosure, use, lecture or publication disclosure in writing. I will obtain Company’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that discloses and/or incorporates any Confidential Information. I hereby assign to Company Verrica Pharmaceuticals Inc. any rights, title or interest rights I may have or acquire in such Confidential Information and recognize that all Confidential Information shall be the sole and exclusive property of Company Verrica Pharmaceuticals Inc. and its assigns. I will take all reasonable precautions to prevent the unauthorized inadvertent or accidental disclosure of Confidential Information, and will promptly notify Company if I learn of any unauthorized use or disclosure of any Confidential Information and cooperate with Company in connection with the foregoing. Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), I shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or DocuSign Envelope ID: 6331C7FF-6F42-4698-AFAB-FE5B7154A5CD other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if I file a lawsuit for retaliation by Company for reporting a suspected violation of law, I may disclose Company’s trade secrets to my attorney and use the trade secret information in the court proceeding if I: (A) file any document containing the trade secret under seal; and (B) do not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between Company and me, nothing in this Agreement shall limit my right to discuss my employment or report possible violations of law or regulation with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or similar state or local agency or to discuss the terms and conditions of my employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions of law or regulation, including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosure.

Appears in 1 contract

Samples: Employment Agreement (Verrica Pharmaceuticals Inc.)

Recognition of Company’s Rights; Nondisclosure. I understand and acknowledge that my employment by Relationship with the Company creates a relationship of confidence and trust with respect to the Company’s Confidential Information (as defined below) and that Company has a protectable interest therein. At all times during and after following termination of my employmentRelationship, for any reason, I will hold in strict confidence and will not disclose, use, lecture upon disseminate or publish any of Company’s Confidential Information, except as such disclosure, use, lecture dissemination or publication may be required in connection with my work for Company and solely for the benefit of Company, or unless an officer of Company has expressly authorized such disclosure, use, lecture or publication in writing. I will obtain Company’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that discloses and/or incorporates any Confidential Information. I hereby assign to Company any rights, title or interest rights I may have or acquire in such Confidential Information and recognize that all Confidential Information shall be the sole and exclusive property of Company and/or its successors and its assigns. I will take all commercially reasonable precautions to prevent the unauthorized inadvertent accidental disclosure of Confidential Information, and will promptly notify Company if I learn of any unauthorized use or disclosure of any Confidential Information and cooperate with Company in connection with the foregoing. Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b)Chapter 90, as amended 11 May, 2016, I shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if I file understand that an individual who files a lawsuit for retaliation by Company an employer for reporting a suspected violation of law, I law may disclose Company’s the trade secrets secret to my the attorney of the individual and use the trade secret information in the court proceeding proceeding, if I: (A) file the individual files any document containing the trade secret under seal; and (B) do does not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between Company and me, nothing in this Agreement shall limit my right to discuss my employment or report possible violations of law or regulation with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or similar state or local agency or to discuss the terms and conditions of my employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions of law or regulation, including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosure.

Appears in 1 contract

Samples: Confidential Information and Invention Assignment Agreement

Recognition of Company’s Rights; Nondisclosure. I understand and acknowledge that my employment by Company creates a relationship of confidence and trust with respect to Company’s Confidential Information (as defined below) and that Company has a protectable interest therein. At Director agrees that, at all times during the term of Director’s association with the Company and after my employmentthereafter, I Director will hold in strict strictest confidence and will not disclose, use, lecture upon or publish any of the Company’s Confidential InformationProprietary Information (as defined below), except as to the extent such disclosure, use, lecture use or publication may be required in direct connection with my work for Company and solely Director’s performing requested Services for the benefit Company or is expressly authorized in writing by an officer of the Company. The term “Proprietary Information” shall mean any and all trade secrets, confidential knowledge, know-how, data or other proprietary information or materials of the Company, including without limitation, information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers, and information regarding the skills and compensation of employees, consultants or other advisors of the Company. The term “Proprietary Information” does not include information that (i) is or becomes generally available to the public other than by disclosure in violation of this Agreement, (ii) was within Director’s possession prior to being furnished to Director by the Company, as shown by written records, (iii) becomes available to Director on a non-confidential basis without breach of any confidentiality obligation to the Company, or unless an officer (iv) was independently developed by Director or obtained from a third party, in each case, without breach of Company has expressly authorized such disclosure, use, lecture or publication in writing. I will obtain Company’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that discloses and/or incorporates any Confidential Information. I hereby assign confidentiality obligation to Company any rights, title or interest I may have or acquire in such Confidential Information and recognize that all Confidential Information shall be the sole and exclusive property of Company and its assignswithout reference to the information provided by the Company, as shown by written records. I Director may disclose any Proprietary Information that is required to be disclosed by law, government regulation or court order; provided, however, that if disclosure is required, Director will give the Company advance written notice so that the Company may seek a protective order or take all other action reasonable precautions to prevent in light of the unauthorized disclosure of Confidential Information, and will promptly notify Company if I learn of any unauthorized use or disclosure of any Confidential Information and cooperate with Company in connection with the foregoing. Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), I shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under sealcircumstances. In addition, if I file Director understands that the Company has received and in the future will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a lawsuit for retaliation by Company for reporting a suspected violation of law, I may disclose duty on the Company’s trade secrets part to my attorney maintain the confidentiality of such information and to use it only for certain limited purposes. During the trade secret information term of Director’s association and thereafter, Director will hold Third Party Information in the court proceeding if I: (A) file any document containing the trade secret under seal; strictest confidence and (B) do will not disclose the trade secretor use Third Party Information, except pursuant to court order. Notwithstanding in connection with Director’s performing requested Services for the foregoing or anything to the contrary in this Agreement or any other agreement between Company and me, nothing in this Agreement shall limit my right to discuss my employment or report possible violations of law or regulation with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or similar state or local agency or to discuss the terms and conditions of my employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions of law or regulation, including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosureCompany.

Appears in 1 contract

Samples: Board Services Agreement (Spark I Acquisition Corp)

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Recognition of Company’s Rights; Nondisclosure. I understand and acknowledge that my employment by Company creates a relationship of confidence and trust with respect to Company’s Confidential Information (as defined below) and that Company has a protectable interest therein. At all times during and after my employment, I will hold in strict confidence and will not disclose, use, lecture upon or publish any of Company’s Confidential Information, except as such disclosure, use, lecture use or publication may be required in connection with my work for Company and solely for the benefit of Company, or unless an officer of Company has expressly authorized authorizes such disclosure, use, lecture disclosure in writing or publication I either deem such disclosure to be in writingthe best interests of the Company or such disclosure is necessary in the performance of my responsibilities for the Company. I will obtain Company’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that discloses and/or incorporates any Confidential Information. I hereby assign to the Company any rights, title or interest rights I may have or acquire in such Confidential Information and recognize that as between myself and the Company all Confidential Information shall be the sole and exclusive property of the Company and its assigns. I will take all reasonable precautions to prevent the unauthorized inadvertent or accidental disclosure by me of Confidential Information, and will promptly notify Company if I learn of any unauthorized use or disclosure of any Confidential Information and cooperate with Company in connection with the foregoing. Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), I shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if I file a lawsuit for retaliation by Company for reporting a suspected violation of law, I may disclose Company’s trade secrets to my attorney and use the trade secret information in the court proceeding if I: (A) file any document containing the trade secret under seal; and (B) do not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between Company and me, nothing in this Agreement shall limit my right to discuss my employment or report possible violations of law or regulation with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or similar state or local agency or to discuss the terms and conditions of my employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions of law or regulation, including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosure.

Appears in 1 contract

Samples: Employment Agreement (Pfsweb Inc)

Recognition of Company’s Rights; Nondisclosure. I understand and acknowledge that my My employment by Company creates a relationship of confidence and trust with respect to Company’s Confidential Information (as defined below) and that Company has a protectable interest thereinin the Confidential Information. At all times during and after my employment, I will hold in strict confidence and will not disclose, use, lecture upon upon, or publish any of Company’s Confidential Information, except as such disclosure, use, lecture or publication may be required in connection with my work for Company and solely for the benefit of Company, or unless as approved by an officer of Company. I will obtain written approval by an officer of Company has expressly authorized such disclosure, use, before T lecture on or publication in writing. I will obtain Company’s written approval before publishing or submitting submit for publication any material (written, verbaloral, or otherwise) that discloses and/or incorporates any Confidential Information. I hereby assign to Company any rights, title or interest I may have or acquire in such Confidential Information and recognize that all Confidential Information shall be the sole and exclusive property of Company and its assigns. I T will take all reasonable precautions to prevent the unauthorized disclosure of Confidential Information, and will promptly notify Company if I learn of any unauthorized use or disclosure of any Confidential Information and cooperate with Company in connection with the foregoing. Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), I shall will not be held criminally or civilly liable under any Federal federal or State provincial trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federalfederal, Stateprovincial, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In additionIf I become legally compelled by deposition, subpoena or other court or governmental action to disclose any Confidential Information, then I will give Company prompt notice to that effect and will cooperate with Company if Company seeks to obtain a protective and/or injunctive order concerning any Confidential Information. Further, if I file become legally compelled by deposition, subpoena or other court or governmental action to disclose any Confidential Information, then I will disclose only such Confidential Information as my counsel shall advise is legally required or as a lawsuit for retaliation by Company for reporting a suspected violation of law, I court may disclose Company’s trade secrets to my attorney and use the trade secret information in the court proceeding if I: (A) file any document containing the trade secret under seal; and (B) do not disclose the trade secret, except pursuant to court order. Notwithstanding I agree that Company information or documentation to which I have access during my employment, regardless of whether it contains Confidential Information, is the foregoing or anything to the contrary in this Agreement or any other agreement between property of Company and me, nothing in this Agreement shall limit cannot be downloaded or retained for my right to discuss my employment personal use or report possible violations of law or regulation with for any use that is outside the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or similar state or local agency or to discuss the terms and conditions scope of my employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions of law or regulation, including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosureduties for Company.

Appears in 1 contract

Samples: Aurinia Pharmaceuticals Inc.

Recognition of Company’s Rights; Nondisclosure. I understand and acknowledge that my employment by Company creates a relationship of confidence and trust with respect to Company’s Confidential Information (as defined below) and that Company has a protectable interest therein. At all times during my employment and after my employmentthereafter, I will hold in strict strictest confidence and will not disclose, use, lecture upon or publish any of the Company’s Confidential InformationProprietary Information (defined below), except as for such disclosure, use, lecture use or publication as may be required in connection with my work for Company and solely for the benefit of Company, or unless an officer the Chief Executive Officer or Chief Legal Officer of the Company has expressly authorized authorizes such disclosure, use, lecture use or publication in writing. I will obtain Company’s written approval before publishing or submitting for publication any material (written, verbaloral, or otherwise) that discloses relates to my work at Company and/or incorporates any Confidential Proprietary Information. I hereby assign to the Company any rights, title or interest rights I may have or acquire in such Confidential Proprietary Information and recognize that all Confidential Proprietary Information shall be the sole and exclusive property of the Company and its assigns. I will take all reasonable precautions to prevent shall immediately notify the unauthorized disclosure Legal Department of Confidential Information, and will promptly notify the Company if I learn of any possible unauthorized use or disclosure of any Confidential Proprietary Information and shall cooperate with Company in connection fully with the foregoingCompany to enforce the provisions of this Agreement. Notwithstanding the foregoingShould I be subject to any governmental, pursuant administrative or court order or action purporting to 18 U.S.C. Section 1833(b), I shall not be held criminally require or civilly liable under any Federal or State trade secret law for authorize the disclosure of a trade secret that: (1) is made any Proprietary Information, in confidence to a Federal, State, whole or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if I file a lawsuit for retaliation by Company for reporting a suspected violation of lawpart, I may disclose will immediately notify the Company’s trade secrets to my attorney Legal Department and use will immediately provide the trade secret Company with all documents and other relevant information in my possession or knowledge to permit the court proceeding if I: (A) file any document containing the trade secret under seal; and (B) do not disclose the trade secret, except pursuant Company to court order. Notwithstanding the foregoing or anything take steps as it deems necessary to the contrary in this Agreement or any other agreement between Company and me, nothing in this Agreement shall limit my right to discuss my employment or report possible violations prevent disclosure of law or regulation with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or similar state or local agency or to discuss the terms and conditions of my employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions of law or regulation, including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosureits Proprietary Information.

Appears in 1 contract

Samples: Key Employee Agreement (Watson Pharmaceuticals Inc)

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