Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that Executive shall not, directly or indirectly, at any time during the Employment Period or at any time following the end of the Employment Period for any reason reveal, divulge, or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive shall not, directly or indirectly, at any time during the Employment Period or at any time following the end of the Employment Period for any reason use or make use of any Confidential Information in connection with any business activity other than that of the Company. Throughout the term of this Agreement and at all times after the date that this Agreement terminates for any reason, Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others, without the prior written consent of the Company. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Executive understands that nothing in this § 13 or this Agreement prohibits or limits Executive from: (i) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Executive has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv).
Appears in 8 contracts
Samples: Employment Agreement (Global Payments Inc), Employment Agreement (Global Payments Inc), Employment Agreement (Global Payments Inc)
Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that Executive shall not, directly or indirectly, at any time during the Employment Period or at any time during the two (2) years immediately following the end of the Employment Period for any reason reveal, divulge, or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive shall not, directly or indirectly, at any time during the Employment Period or at any time during the two (2) years immediately following the end of the Employment Period for any reason use or make use of any Confidential Information in connection with any business activity other than that of the Company. Throughout the term of this Agreement and at all times after the date that this Agreement terminates for any reason, Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others, without the prior written consent of the Company. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive understands that nothing in this § 13 shall not be restricted from disclosing or this Agreement prohibits or limits Executive from: (i) disclosing information using Confidential Information that is required to be disclosed by law, court order or other valid and appropriate legal process; process; provided, however, that in the event such disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Executive has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv)Executive.
Appears in 7 contracts
Samples: Employment Agreement (Global Payments Inc), Employment Agreement (Global Payments Inc), Employment Agreement (Global Payments Inc)
Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that Executive shall not, directly or indirectly, at any time during the Employment Restricted Period or at any time following the end of the Employment Period for any reason reveal, divulge, or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive shall not, directly or indirectly, at any time during the Employment Restricted Period or at any time following the end of the Employment Period for any reason use or make use of any Confidential Information in connection with any business activity other than that of the Company. Throughout the term of this Agreement and at all times after the date that this Agreement terminates for any reason, Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others, without the prior written consent of the Company. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive understands that nothing in this § 13 shall not be restricted from disclosing or this Agreement prohibits using Confidential Information or limits Executive from: (i) disclosing information any Trade Secret that is required to be disclosed by law, court order or other valid and appropriate legal process; process; provided, however, that in the event such disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to Executive. Executive acknowledges that any governmental agency or entity, or from making other disclosures that are protected under and all Confidential Information is the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization exclusive property of the Company and agrees to make any such reports or disclosures and shall not be required deliver to notify the Company that Executive has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, stateon the Date of Termination, or local government officialat any other time the Company may request in writing, either directly any and all Confidential Information which he/she may then possess or indirectlyhave under his/her control in whatever form same may exist, or to an attorneyincluding, in either event solely for the purpose but not by way of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceedinglimitation, if such filing is made under seal hard copy files, soft copy files, computer disks, and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv)all copies thereof.
Appears in 6 contracts
Samples: Employment Agreement (Homebanc Corp), Employment Agreement (Homebanc Corp), Employment Agreement (Homebanc Corp)
Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive Employee understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company Bank and its affiliated entities, and may not be converted to ExecutiveEmployee’s own use. Accordingly, Executive Employee hereby agrees that Executive Employee shall not, directly or indirectly, at any time during the Term of Employment Period or at any time following and a period extending one year thereafter (the end of the Employment Period for any reason “Restricted Period”) reveal, divulge, or disclose to any Person person not expressly authorized by the Company Bank any Confidential Information, and Executive Employee shall not, directly or indirectly, at any time during the Employment Restricted Period or at any time following the end of the Employment Period for any reason use or make use of any Confidential Information in connection with any business activity other than that of the CompanyBank. Throughout the term of this Agreement and at all times after the date that this Agreement terminates for any reason, Executive Employee shall not directly or indirectly transmit or disclose any Trade Secret of the Company Bank to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others, without the prior written consent of the CompanyBank. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the CompanyBank’s rights or ExecutiveEmployee’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Executive understands Anything herein to the contrary notwithstanding, Employee shall not be restricted from disclosing or using Confidential Information or Trade Secrets that nothing in this § 13 or this Agreement prohibits or limits Executive from: (i) disclosing information that is are required to be disclosed by law, court order or other valid and appropriate legal process; process; provided, however, that in the event such disclosure is required by law, Executive Employee shall provide the Company Bank with prompt notice of such requirement so that the Company Bank may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Executive has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv)Employee.
Appears in 4 contracts
Samples: Employment Agreement (FGBC Bancshares, Inc.), Employment Agreement (FGBC Bancshares, Inc.), Employment Agreement (FGBC Bancshares, Inc.)
Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive Employee understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, Bank and may not be converted to ExecutiveEmployee’s own use. Accordingly, Executive Employee hereby agrees that Executive Employee shall not, directly or indirectly, at any time during the Employment Period or at any time following the end of the Employment Period for any reason Restricted Period, reveal, divulge, or disclose to any Person not expressly authorized by the Company Bank any Confidential Information, and Executive Employee shall not, directly or indirectly, at any time during the Employment Period or at any time following the end of the Employment Period for any reason Restricted Period, use or make use of any Confidential Information in connection with any business activity other than that of the CompanyBank. Throughout the term of this Agreement and at all times after the date that this Agreement terminates for any reason, Executive Employee shall not directly or indirectly transmit or disclose any Trade Secret of the Company Bank to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others, without the prior written consent of the CompanyBank. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the CompanyBank’s rights or ExecutiveEmployee’s obligations under any applicable state or federal statutory or common law regarding trade secrets and unfair trade practices. Executive understands that nothing in this § 13 Anything herein to the contrary notwithstanding, Employee shall not be restricted from disclosing or this Agreement prohibits or limits Executive from: (i) disclosing information using Confidential Information that is required to be disclosed by law, court order or other valid and appropriate legal process; process; provided, however, that in the event such disclosure is required by law, Executive Employee shall provide the Company Bank with prompt notice of such requirement so that the Company Bank may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Executive has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv)Employee.
Appears in 3 contracts
Samples: Employment Agreement (Southside Bancshares Inc), Employment Agreement (Southside Bancshares Inc), Employment Agreement (Southside Bancshares Inc)
Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive understands You understand and agrees agree that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive’s your own use. Accordingly, Executive you hereby agrees agree that Executive you shall not, directly or indirectly, at any time during while employed by the Employment Period Company or at any time following its affiliates and for a period of two years after the end Date of the Employment Period for any reason Termination, reveal, divulge, or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive you shall not, directly or indirectly, at any time during such employment period and for a period of two years after the Employment Period or at any time following the end Date of the Employment Period for any reason Termination, use or make use of any Confidential Information in connection with any business activity other than that of the Company. Throughout the term of this Agreement and at all times after the date that this Agreement terminates for any reason, Executive You shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself yourself or for others, without the prior written consent of the CompanyCompany throughout the term of this Letter and for the period during which the information remains a Trade Secret under applicable law. The parties acknowledge and agree that this Agreement Letter is not intended to, and does not, alter either the Company’s rights or Executive’s your obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Executive understands that nothing in this § 13 Anything herein to the contrary notwithstanding, you shall not be restricted from disclosing or this Agreement prohibits using Confidential Information or limits Executive from: (i) disclosing information any Trade Secret that is required to be disclosed by law, court order or other valid and appropriate legal process; process; provided, however, that in the event such disclosure is required by law, Executive you shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to you. You acknowledge that any governmental agency or entity, or from making other disclosures that are protected under and all Confidential Information is the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization exclusive property of the Company and agree to make any such reports or disclosures and shall not be required deliver to notify the Company that Executive has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, stateon the Date of Termination, or local government officialat any other time the Company may request in writing, either directly any and all Confidential Information which you may then possess or indirectlyhave under your control in whatever form same may exist, or to an attorneyincluding, in either event solely for the purpose but not by way of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceedinglimitation, if such filing is made under seal hard copy files, soft copy files, computer disks, and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv)all copies thereof.
Appears in 2 contracts
Samples: Change in Control Agreement (Equifax Inc), Change in Control Agreement (Equifax Inc)
Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive Employee understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, Bank and may not be converted to ExecutiveEmployee’s own use. Accordingly, Executive Employee hereby agrees that Executive Employee shall not, directly or indirectly, at any time during the Employment Period or at any time following the end of the Employment Period for any reason Restricted Period, reveal, divulge, or disclose to any Person not expressly authorized by the Company Bank any Confidential Information, and Executive Employee shall not, directly or indirectly, at any time during the Employment Period or at any time following the end of the Employment Period for any reason Restricted Period, use or make use of any Confidential Information in connection with any business activity other than that of the CompanyBank. Throughout the term of this Agreement and at all times after the date that this Agreement terminates for any reason, Executive Employee shall not directly or indirectly transmit or disclose any Trade Secret of the Company Bank to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself herself or for others, without the prior written consent of the CompanyBank. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the CompanyBank’s rights or ExecutiveEmployee’s obligations under any applicable state or federal statutory or common law regarding trade secrets and unfair trade practices. Executive understands that nothing in this § 13 Anything herein to the contrary notwithstanding, Employee shall not be restricted from disclosing or this Agreement prohibits or limits Executive from: (i) disclosing information using Confidential Information that is required to be disclosed by law, court order or other valid and appropriate legal process; process; provided, however, that in the event such disclosure is required by law, Executive Employee shall provide the Company Bank with prompt notice of such requirement so that the Company Bank may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Executive has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv)Employee.
Appears in 2 contracts
Samples: Employment Agreement (Southside Bancshares Inc), Employment Agreement (Southside Bancshares Inc)
Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive Employee understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company Bank and its affiliated entities, and may not be converted to ExecutiveEmployee’s own use. Accordingly, Executive Employee hereby agrees that Executive Employee shall not, directly or indirectly, at any time during the Term of Employment Period or at any time following and a period extending one year thereafter (the end of the Employment Period for any reason “Restricted Period”) reveal, divulge, or disclose to any Person person not expressly authorized by the Company Bank any Confidential Information, and Executive Employee shall not, directly or indirectly, at any time during the Employment Restricted Period or at any time following the end of the Employment Period for any reason use or make use of any Confidential Information in connection with any business activity other than that of the CompanyBank. Throughout the term of this Agreement and at all times after the date that this Agreement terminates for any reason, Executive Employee shall not directly or indirectly transmit or disclose any Trade Secret of the Company Bank to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself herself or for others, without the prior written consent of the CompanyBank. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the CompanyBank’s rights or ExecutiveEmployee’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Executive understands Anything herein to the contrary notwithstanding, Employee shall not be restricted from disclosing or using Confidential Information or Trade Secrets that nothing in this § 13 or this Agreement prohibits or limits Executive from: (i) disclosing information that is are required to be disclosed by law, court order or other valid and appropriate legal process; process; provided, however, that in the event such disclosure is required by law, Executive Employee shall provide the Company Bank with prompt notice of such requirement so that the Company Bank may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Executive has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv)Employee.
Appears in 2 contracts
Samples: Employment Agreement (FGBC Bancshares, Inc.), Employment Agreement (Mountain Valley Bancshares Inc)
Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that Executive shall not, directly or indirectly, at any time during the Employment Period or at any time following and for a period of two years after the end Date of the Employment Period for any reason Termination, reveal, divulge, or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive shall not, directly or indirectly, at any time during the Employment Period or at any time following and for a period of two years after the end Date of the Employment Period for any reason Termination, use or make use of any Confidential Information in connection with any business activity other than that of the Company. Throughout the term of this Agreement and at all times after the date that this Agreement terminates for any reason, Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others, without the prior written consent of the CompanyCompany throughout the term of this Agreement and for the period during which the information remains a Trade Secret under applicable law. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive understands that nothing in this § 13 shall not be restricted from disclosing or this Agreement prohibits using Confidential Information or limits Executive from: (i) disclosing information any Trade Secret that is required to be disclosed by law, court order or other valid and appropriate legal process; process; provided, however, that in the event such disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to Executive. Executive acknowledges that any governmental agency or entity, or from making other disclosures that are protected under and all Confidential Information is the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization exclusive property of the Company and agrees to make any such reports or disclosures and shall not be required deliver to notify the Company that Executive has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, stateon the Date of Termination, or local government officialat any other time the Company may request in writing, either directly any and all Confidential Information which he may then possess or indirectlyhave under his control in whatever form same may exist, or to an attorneyincluding, in either event solely for the purpose but not by way of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceedinglimitation, if such filing is made under seal hard copy files, soft copy files, computer disks, and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv)all copies thereof.
Appears in 2 contracts
Samples: Employment Agreement (Equifax Inc), Employment Agreement (Equifax Inc)
Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that Executive shall not, directly or indirectly, at any time during the Employment Period or at any time following the end of the Employment Period for any reason reveal, divulge, or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive shall not, directly or indirectly, at any time during the Employment Period or at any time following the end of the Employment Period for any reason use or make use of any Confidential Information in connection with any business activity other than that of the Company. Throughout the term of this Agreement Term and at all times after the date that this Agreement terminates for any reason, Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others, without the prior written consent of the Company. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive understands that nothing in this § 13 shall not be restricted from disclosing Confidential Information or this Agreement prohibits or limits Executive from: (i) disclosing information any Trade Secret that is required to be disclosed by law, court order or other valid and appropriate legal process; process; provided, however, that in the event such disclosure is required by law, court order or other legal process, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to Executive. Executive acknowledges that any governmental agency or entity, or from making other disclosures that are protected under and all Confidential Information is the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization exclusive property of the Company and agrees to make any such reports or disclosures and shall not be required deliver to notify the Company that Executive has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, stateon the Date of Termination, or local government officialat any other time the Company may request in writing, either directly any and all Confidential Information which he may then possess or indirectlyhave under his control in whatever form same may exist, or to an attorneyincluding, in either event solely for the purpose but not by way of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceedinglimitation, if such filing is made under seal hard copy files, soft copy files, computer disks, and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv)all copies thereof.
Appears in 2 contracts
Samples: Employment Agreement (LHC Group, Inc), Employment Agreement (LHC Group, Inc)
Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that Executive shall notthat, directly or indirectly, at any time during the Employment Period or at any time following the end of the Employment Period for any reason reveal, divulge, or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive shall not, directly or indirectly, at any time during the Employment Period or at any time following the end of the Employment Period for any reason use or make use of any Confidential Information in connection with any business activity other than that of the Company. Throughout throughout the term of this Agreement and at all times after the date that this Agreement terminates for any reason, Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others, without the prior written consent of the Company: (A) reveal, divulge, or disclose to any Person not expressly authorized by the Company any Confidential Information or Trade Secret, or (B) use or make use of any Confidential Information or Trade Secret in connection with any business activity other than that of the Company. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive understands that nothing in this § 13 shall not be restricted from disclosing or this Agreement prohibits using Confidential Information or limits Executive from: (i) disclosing information any Trade Secret that is required to be disclosed by law, court order or other valid and appropriate legal process; process; provided, however, that in the event such disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to Executive. Executive acknowledges that any governmental agency or entity, or from making other disclosures that and all Confidential Information and Trade Secrets are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization exclusive property of the Company and agrees to make any such reports or disclosures and shall not be required deliver to notify the Company that Executive has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, stateon the Date of Termination, or local government officialat any other time the Company may request in writing, either directly any and all Confidential Information and Trade Secrets which he may then possess or indirectlyhave under his control in whatever form same may exist, or to an attorneyincluding, in either event solely for the purpose but not by way of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceedinglimitation, if such filing is made under seal hard copy files, soft copy files, computer disks, and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv)all copies thereof.
Appears in 1 contract
Samples: Change in Control Agreement (Adams Respiratory Therapeutics, Inc.)
Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive EMPLOYEE understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company Bank and its affiliated entities, and may not be converted to ExecutiveEMPLOYEE’s own use. Accordingly, Executive EMPLOYEE hereby agrees that Executive EMPLOYEE shall not, directly or indirectly, at any time during the Term of Employment Period or at any time following (the end of the Employment Period for any reason “Restricted Period”) reveal, divulge, or disclose to any Person person not expressly authorized by the Company Bank any Confidential Information, and Executive EMPLOYEE shall not, directly or indirectly, at any time during the Employment Restricted Period or at any time following the end of the Employment Period for any reason use or make use of any Confidential Information in connection with any business activity other than that of the CompanyBank. Throughout the term of this Agreement and at all times after the date that this Agreement terminates for any reason, Executive EMPLOYEE shall not directly or indirectly transmit or disclose any Trade Secret of the Company Bank to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others, without the prior written consent of the CompanyBank. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the CompanyBank’s rights or ExecutiveEMPLOYEE’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Executive understands Anything herein to the contrary notwithstanding, EMPLOYEE shall not be restricted from disclosing or using Confidential Information or Trade Secrets that nothing in this § 13 or this Agreement prohibits or limits Executive from: (i) disclosing information that is are required to be disclosed by law, court order or other valid and appropriate legal process; process; provided, however, that in the event such disclosure is required by law, Executive EMPLOYEE shall provide the Company Bank with prompt notice of such requirement so that the Company Bank may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Executive has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv)EMPLOYEE.
Appears in 1 contract
Samples: Employment Agreement (Southern States Bancshares, Inc.)
Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive understands The Shareholders and agrees the DolEx Class B Shareholders understand and agree that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entitiesSubsidiaries, for which Parent is providing good and valuable consideration, and may not be converted to Executiveany Shareholder’s or DolEx Class B Shareholder’s own use. Accordingly, Executive the Shareholders and the DolEx Class B Shareholders hereby agrees agree that Executive they shall not, directly or indirectly, at any time during the Employment Restricted Period or at any time following the end of the Employment Period for any reason reveal, divulge, or disclose to any Person not expressly authorized by the Company Parent any Confidential Information, and Executive the Shareholders and the DolEx Class B Shareholders shall not, directly or indirectly, at any time during the Employment Restricted Period or at any time following the end of the Employment Period for any reason use or make use of any Confidential Information in connection with any business activity other than that of the Companyactivity. Throughout the term of this Agreement Restricted Period and at all times after thereafter, the date that this Agreement terminates for any reason, Executive Shareholders and the DolEx Class B Shareholders shall not directly or indirectly transmit or disclose any Trade Secret of the Company or any Subsidiary to any Person, and shall not make use of any such Trade SecretSecret for itself, directly or indirectly, for himself herself or for others, without the prior written consent of the CompanyParent. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Parent’s, the Company’s, any Shareholder’s, or any DolEx Class B Shareholder’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Executive understands that nothing in this § 13 Anything herein to the contrary notwithstanding, the Shareholders and the DolEx Class B Shareholders shall not be restricted from disclosing or this Agreement prohibits or limits Executive from: (i) disclosing information using Confidential Information that is required to be disclosed by law, court order Court Order, any Governmental Body, or other valid and appropriate legal process; process; provided, however, that in the event such disclosure is required by law, Executive Court Order, any Governmental Body, or other legal process or regulatory authority, such Shareholder or DolEx Class B Shareholder shall provide the Company Parent with prompt notice of such requirement so that the Company Parent may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, such Shareholder or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Executive has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv)DolEx Class B Shareholder.
Appears in 1 contract
Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that Executive shall not, directly or indirectly, at any time during the Employment Restricted Period or at any time following the end of the Employment Period for any reason reveal, divulge, or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive shall not, directly or indirectly, at any time during the Employment Restricted Period or at any time following the end of the Employment Period for any reason use or make use of any Confidential Information in connection with any business activity other than that of the Company. Throughout the term of this Agreement Term and at all times after the date that this Agreement terminates for any reason, Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself herself or for others, without the prior written consent of the Company. The parties Parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive understands that nothing in this § 13 shall not be restricted from disclosing or this Agreement prohibits using Confidential Information or limits Executive from: (i) disclosing information any Trade Secret that is required to be disclosed by law, court order or other valid and appropriate legal process; process; provided, however, that in the event such disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to Executive. Executive acknowledges that any governmental agency or entity, or from making other disclosures that are protected under and all Confidential Information is the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization exclusive property of the Company and agrees to make any such reports or disclosures and shall not be required deliver to notify the Company that Executive has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, stateon the Date of Termination, or local government officialat any other time the Company may request in writing, either directly any and all Confidential Information which she may then possess or indirectlyhave under her control in whatever form same may exist, or to an attorneyincluding, in either event solely for the purpose but not by way of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceedinglimitation, if such filing is made under seal hard copy files, soft copy files, computer disks, and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv)all copies thereof.
Appears in 1 contract
Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive’s 's own use. Accordingly, Executive hereby agrees that Executive shall not, directly or indirectly, at any time during the Employment Period or at any time following the end of the Employment Period for any reason reveal, divulge, or disclose to any Person person not expressly authorized by the Company any Confidential Information, and Executive shall not, directly or indirectly, at any time during the Employment Period or at any time following the end of the Employment Period for any reason use or make use of any Confidential Information in connection with any business activity other than that of the Company. Throughout the term of this Agreement and at all times after the date that this Agreement terminates for any reason, Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others, without the prior written consent of the Company. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s 's rights or Executive’s 's obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Executive understands that nothing in this § 13 or this Agreement prohibits or limits Executive from: (i) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; process, provided, however, that in the event such disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; Executive; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Executive has made such reports or disclosures; disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv).
Appears in 1 contract
Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that Executive shall not, directly or indirectly, at any time during the Employment Period or at any time following the end of the Employment Period for any reason reveal, divulge, or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive shall not, directly or indirectly, at any time during the Employment Period or at any time following the end of the Employment Period for any reason use or make use of any Confidential Information in connection with any business activity other than that of the Company. Throughout the term of this Agreement and at all times after the date that this Agreement terminates for any reason, Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself herself or for others, without the prior written consent of the Company. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Executive understands that nothing in this § 13 or this Agreement prohibits or limits Executive from: (i) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Executive has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv).
Appears in 1 contract
Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive Employee understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company Bank and its affiliated entities, and may not be converted to ExecutiveEmployee’s own use. Accordingly, Executive Employee hereby agrees that Executive Employee shall not, directly or indirectly, at any time during the Term of Employment Period or at any time following and a period extending one year thereafter (the end of the Employment Period for any reason “Restricted Period”) reveal, divulge, or disclose to any Person person not expressly authorized by the Company Bank any Confidential Information, and Executive Employee shall not, directly or indirectly, at any time during the Employment Restricted Period or at any time following the end of the Employment Period for any reason use or make use of any Confidential Information in connection with any business activity other than that of the CompanyBank. Throughout the term of this Agreement and at all times after the date that this Agreement terminates for any reason, Executive Employee shall not directly or indirectly transmit or disclose any Trade Secret of the Company Bank to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself [himself/herself] or for others, without the prior written consent of the CompanyBank. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the CompanyBank’s rights or ExecutiveEmployee’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Executive understands Anything herein to the contrary notwithstanding, Employee shall not be restricted from disclosing or using Confidential Information or Trade Secrets that nothing in this § 13 or this Agreement prohibits or limits Executive from: (i) disclosing information that is are required to be disclosed by law, court order or other valid and appropriate legal process; process; provided, however, that in the event such disclosure is required by law, Executive Employee shall provide the Company Bank with prompt notice of such requirement so that the Company Bank may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Executive has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv)Employee.
Appears in 1 contract
Samples: Employment Agreement (Mountain Valley Bancshares Inc)
Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees agrees, that Executive shall not, directly or indirectly, at any time during the Employment Restricted Period or at any time following the end of the Employment Period for any reason reveal, divulge, or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive shall not, directly or indirectly, at any time during the Employment Restricted Period or at any time following the end of the Employment Period for any reason use or make use of any Confidential Information in connection with any business activity other than that of the Company. Throughout the term of this Agreement Term and at all times after the date that this Agreement terminates for any reason, Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself herself or for others, without the prior written consent of the Company. The parties Parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive understands that nothing in this § 13 shall not be restricted from disclosing or this Agreement prohibits using Confidential Information or limits Executive from: (i) disclosing information any Trade Secret that is required to be disclosed by law, court order or other valid and appropriate legal process; process; provided, however, that in the event such disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to Executive. Executive acknowledges that any governmental agency or entity, or from making other disclosures that are protected under and all Confidential Information is the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization exclusive property of the Company and agrees to make any such reports or disclosures and shall not be required deliver to notify the Company that Executive has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, stateon the Date of Termination, or local government officialat any other time the Company may request in writing, either directly any and all Confidential Information which he may then possess or indirectlyhave under his control in whatever form same may exist, or to an attorneyincluding, in either event solely for the purpose but not by way of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceedinglimitation, if such filing is made under seal hard copy files, soft copy files, computer disks, and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv)all copies thereof.
Appears in 1 contract
Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive Employee understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, and may not be converted to ExecutiveEmployee’s own use. Accordingly, Executive Employee hereby agrees that Executive Employee shall not, directly or indirectly, at any time during the Employment Restricted Period or at any time following the end of the Employment Period for any reason reveal, divulge, or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive Employee shall not, directly or indirectly, at any time during the Employment Restricted Period or at any time following the end of the Employment Period for any reason use or make use of any Confidential Information in connection with any business activity other than that of the Company. Throughout the term of this Agreement and at all times after the date that this Agreement terminates for any reason, Executive Employee shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others, without the prior written consent of the Company. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or ExecutiveEmployee’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Executive understands that nothing in this § 13 Anything herein to the contrary notwithstanding, Employee shall not be restricted from disclosing or this Agreement prohibits using Confidential Information or limits Executive from: (i) disclosing information any Trade Secret that is required to be disclosed by law, court order or other valid and appropriate legal process; process; provided, however, that in the event such disclosure is required by law, Executive Employee shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to Employee. Employee acknowledges that any governmental agency or entity, or from making other disclosures that are protected under and all Confidential Information is the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization exclusive property of the Company and agrees to make any such reports or disclosures and shall not be required deliver to notify the Company that Executive has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, stateon the Date of Termination, or local government officialat any other time the Company may request in writing, either directly any and all Confidential Information which he may then possess or indirectlyhave under his control in whatever form same may exist, or to an attorneyincluding, in either event solely for the purpose but not by way of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceedinglimitation, if such filing is made under seal hard copy files, soft copy files, computer disks, and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv)all copies thereof.
Appears in 1 contract
Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that Executive shall not, directly or indirectly, at any time during the Employment Period or at any time following the end of the Employment Period for any reason reveal, divulge, or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive shall not, directly or indirectly, at any time during the Employment Period or at any time following the end of the Employment Period for any reason use or make use of any Confidential Information in connection with any business activity other than that of the Company. Throughout the term of this Agreement and at all times after the date that this Agreement terminates for any reason, Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others, without the prior written consent of the Company. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Executive understands that nothing in this § 13 or this Agreement prohibits or limits Executive from: (i) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; process; provided, however, that in the event such disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; Executive; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Executive has made such reports or disclosures; disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv).
Appears in 1 contract
Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that Executive shall not, directly or indirectly, at any time during his employment with Company or during the Employment Period or at any time two (2) years immediately following the end of his employment with the Employment Period Company for any reason reveal, divulge, or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive shall not, directly or indirectly, at any time during Executive’s employment with Company or during the Employment Period or at any time two (2) years immediately following the end termination of the Employment Period Executive’s employment for any reason use or make use of any Confidential Information in connection with any business activity other than that of the Company. Throughout the term of this Agreement Executive’s employment and at all times after the date that this Agreement Executive’s employment terminates for any reason, Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others, without the prior written consent of the Company. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive understands that nothing in this § 13 shall not be restricted from disclosing or this Agreement prohibits or limits Executive from: (i) disclosing information using Confidential Information that is required to be disclosed by law, court order or other valid and appropriate legal process; process; provided, however, that in the event such disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Executive has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv)Executive.
Appears in 1 contract
Samples: Transition and Separation Agreement (Global Payments Inc)
Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that Executive shall not, directly or indirectly, at any time during the Employment Restricted Period or at any time following the end of the Employment Period for any reason reveal, divulge, or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive shall not, directly or indirectly, at any time during the Employment Restricted Period or at any time following the end of the Employment Period for any reason use or make use of any Confidential Information in connection with any business activity other than that of the Company. Throughout the term of this Agreement Term and at all times after the date that this Agreement terminates for any reason, Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself herself or for others, without the prior written consent of the Company. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive understands that nothing in this § 13 shall not be restricted from disclosing or this Agreement prohibits using Confidential Information or limits Executive from: (i) disclosing information any Trade Secret that is required to be disclosed by law, court order or other valid and appropriate legal process; process; provided, however, that in the event such disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to Executive. Executive acknowledges that any governmental agency or entity, or from making other disclosures that are protected under and all Confidential Information is the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization exclusive property of the Company and agrees to make any such reports or disclosures and shall not be required deliver to notify the Company that Executive has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, stateon the Date of Termination, or local government officialat any other time the Company may request in writing, either directly any and all Confidential Information which she may then possess or indirectlyhave under her control in whatever form same may exist, or to an attorneyincluding, in either event solely for the purpose but not by way of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceedinglimitation, if such filing is made under seal hard copy files, soft copy files, computer disks, and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv)all copies thereof.
Appears in 1 contract
Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive’s 's own use. Accordingly, Executive hereby agrees that Executive shall not, directly or indirectly, at any time during the Employment Period or at any time during the two (2) years immediately following the end of the Employment Period for any reason reveal, divulge, or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive shall not, directly or indirectly, at any time during the Employment Period or at any time during the two (2) years immediately following the end of the Employment Period for any reason use or make use of any Confidential Information in connection with any business activity other than that of the Company. Throughout the term of this Agreement and at all times after the date that this Agreement terminates for any reason, Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others, without the prior written consent of the Company. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s 's rights or Executive’s 's obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive understands that nothing in this § 13 shall not be restricted from disclosing or this Agreement prohibits or limits Executive from: (i) disclosing information using Confidential Information that is required to be disclosed by law, court order or other valid and appropriate legal process; process; provided, however, that in the event such disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Executive has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and that Executive shall not be held civilly or criminally liable for disclosures covered by clauses (iii) or (iv)Executive.
Appears in 1 contract