Records and Confidential Information Sample Clauses

Records and Confidential Information. (a) Executive acknowledges that, in connection with the performance of his duties during the Term of this Agreement, the Company will make available to Executive, or Executive will have access to, certain Confidential Information (as defined below) and Trade Secrets (as defined by the Uniform Trade Secrets Act) of the Company and its affiliates. Executive acknowledges and agrees that any and all Confidential Information or Trade Secrets of the Company learned or obtained by Executive during the course of his employment by the Company or otherwise (including, without limitation, information that Executive obtained through or in connection with his ownership of and employment by the Company prior to the date hereof) whether developed by Executive alone or in conjunction with others or otherwise, shall be and is the property of the Company and its affiliates.
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Records and Confidential Information. Employee shall ensure the protection of all Research Corp business information, records, software, communications, and trade secrets (collectively “Records”), and will apply Corporation approved safeguards to protect Records from unauthorized disclosure or damage. Work done at any remote work location on behalf of the Corporation is “considered within the scope of your employment” within the meaning prescribed in BOG Rule 1.5 - Intellectual Property Rule for Patent, Copyright, and Trademark Rights. Any work done with equipment provided to you by the Corporation for use at your remote work location is considered “More than Incidental Use of Corporation Resources” within the meaning prescribed in BOG Rule 1.5. All Records, whether physical or electronic, must be safeguarded at all times whether at the remote work location, the primary office location or any location where work is being performed. Performance location. The employee agrees to limit performance of assigned duties to the primary business location or to the approved remote work location. If an employee will work at an additional off-site location for more than one week, the Supervisor must approve prior to work commencement. All work locations must comply with established Corporation IT standards. Adherence to Applicable Terms, Conditions, Guidelines and Policies. Employee must adhere to the WVU Research Corp Employee Handbook and WVU Code of Conduct. In addition, the employee will follow all policies, rules, and practices of the Corporation as well as the applicable terms, conditions, guidelines, and policies that are referenced in this agreement. Should the Employee not adhere to these terms, conditions, guidelines and policies, the Research Corp may take action, including termination of this agreement and/or appropriate disciplinary action, up to and including termination of employment. Employee: Date:
Records and Confidential Information. Employee shall ensure the protection of all University business information, records, software, communications, and trade secrets (collectively “Records”), and will apply University approved safeguards to protect Records from unauthorized disclosure or damage. Work done at any remote work location on behalf of the University is “considered within the scope of your employment” within the meaning prescribed in BOG Rule 1.5 - Intellectual Property Rule for Patent, Copyright, and Trademark Rights. Any work done with equipment provided to you by the University for use at your remote work location is considered “More than Incidental Use of University Resources” within the meaning prescribed in BOG Rule 1.5. All Records, whether physical or electronic, must be safeguarded at all times whether at the remote work location, the primary office location or any location where work is being performed. Performance location. The employee agrees to limit performance of assigned duties to the primary business location or to the approved remote work location. If an employee will work at an additional off-site location for more than one week, the Supervisor must approve prior to work commencement. All work locations must comply with established University IT standards. Adherence to Applicable Terms, Conditions, Guidelines and Policies. Employee must adhere to the WVU Code of Conduct. In addition, the employee will follow all policies, rules, and practices of the University as well as the applicable terms, conditions, guidelines, and policies that are referenced in this agreement. Should the Employee not adhere to these terms, conditions, guidelines and policies, the University may take disciplinary action, including termination of this agreement and/or appropriate disciplinary action, up to and including termination of employment. Employee: Date:
Records and Confidential Information. (c) Immediately upon Executive's termination hereunder, as soon as possible after the Company's written request, Executive will return to the Company all written Confidential Information and Trade Secrets of the Company will have been provided to Executive, and Executive will destroy all copies (whether stored on magnetic tape, hard copy, as computer data, or otherwise) of any analyses, compilations, studies or other documents (whether stored on magnetic tape, hard copy, as computer data, or otherwise) prepared by Executive or for Executive's use containing or reflecting any Confidential Information or Trade Secrets of the Company. Within five business days of Executive's termination hereunder Executive will deliver to the Company a notarized document certifying that such written Confidential Information and Trade Secrets of the Company have been returned or destroyed in accordance with this Section.
Records and Confidential Information 

Related to Records and Confidential Information

  • Trade Secrets and Confidential Information The Executive represents and warrants that: (i) the Executive is not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive from performing the Executive’s Duties for the Company or otherwise complying with this Agreement, and (ii) the Executive is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. The Executive agrees that the Executive will not: (1) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (2) during the Executive’s employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by the Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3) upon the Executive’s resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in the Executive’s possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s written consent. The obligations under this subsection A shall: (I) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (II) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

  • Proprietary and Confidential Information The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust pursuant to Title V of the Gxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.

  • Use of Confidential Information The parties agree that during the term of this Agreement and thereafter, Confidential Information is to be used solely in connection with satisfying their obligations pursuant to this Agreement, and that a party shall neither disclose Confidential Information to any third party, nor use Confidential Information for its own benefit, except as may be necessary to perform its obligations pursuant to this Agreement or as expressly authorized in writing by the other party, as the case may be. Neither party shall disclose any Confidential Information to any other persons or entities, except on a “need to know” basis and then only: (i) to their own employees and Agents (as defined below); (ii) to their own accountants and legal representatives, provided that any such representatives shall be subject to subsection(iv) below; (iii) to their own affiliates, provided that such affiliates shall be restricted in use and redisclosure of the Confidential Information to the same extent as the parties hereto. “Agents”, for purposes of this Section, mean each of the parties’ advisors, directors, officers, employees, contractors, consultants affiliated entities (i.e., an entity controlling, controlled by, or under common control with a party), or other agents. If and to the extent any Agent of the recipient receive Confidential Information, such recipient party shall be responsible for such Agent’s full compliance with the terms and conditions of this Agreement and shall be liable for any such Agent’s non-compliance.

  • Trade Secrets and Confidential Information/Company Property Employee reaffirms and agrees to observe and abide by the terms of the Confidentiality Agreement, specifically including the provisions therein regarding nondisclosure of the Company’s trade secrets and confidential and proprietary information, and nonsolicitation of Company employees. Employee’s signature below constitutes his/her certification under penalty of perjury that he/she has returned all documents and other items provided to Employee by the Company, developed or obtained by Employee in connection with his/her employment with the Company, or otherwise belonging to the Company.

  • Protection of Confidential Information The Servicer shall keep confidential and shall not divulge to any party, without the Seller’s prior written consent, any nonpublic information pertaining to the Mortgage Loans or any borrower thereunder, except to the extent that it is appropriate for the Servicer to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or it is otherwise in accordance with Accepted Servicing Practices.

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