Return of Company Property and Proprietary Information. (a) Executive further promises, represents and warrants that Executive has returned or will return to _______________ [IDENTIFY DESIGNEE] by no later than upon the execution of this Agreement by Executive: (a) all property of Company, including, but not limited to, any and all files, records, credit cards, keys, identification cards/badges, computer access codes, computer programs, instruction manuals, equipment (including computers) and business plans; (b) any other property which Executive prepared or helped to prepare in connection with Executive's employment with Company; and (c) all documents, including logs or diaries, all tangible materials, including audio and video tapes, all intangible materials (including computer files), and any and all copies or duplicates of any such tangible or intangible materials, including any duplicates, copies, or transcriptions made of audio or video tapes, whether in handwriting or typewritten, that are in the possession, custody or control of Executive or his attorneys, agents, family members, or other representatives, which are alleged to support in any way any of the claims Executive has released under this Agreement.
(b) The foregoing representation shall include all Proprietary Information of Company and Company. With respect to Proprietary Information, Executive warrants, represents, and covenants to return such Proprietary Information on or before the close of business on ____________________. As used herein, "Proprietary Information" means information in written form or electronic media, including but not limited to technical and non-technical data, lists, training manuals, training systems, computer based training modules, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes and plans regarding Company or its affiliates, clients, prospective clients, methods of operation, billing rates, billing procedures, suppliers, business methods, finances, management, or any other business information relating to Company or its affiliates (whether constituting a trade secret or proprietary or otherwise) which has value to Company or its affiliates and is treated by Company or its affiliates as being confidential; provided; however, that Proprietary Information shall not include any information that has been voluntarily disclosed to the public by Company or its affiliates (except where such public disclosure has been made without authorization) or that has been independently develo...
Return of Company Property and Proprietary Information. Consistent with Sections 5.1 and 5.2 of the Employment Agreement, immediately upon termination of Executive’s employment, Executive has turned over to the Company all files, memoranda, records, credit cards, work papers, and other documents or physical property that Executive received from the Company or its employees or that Executive generated in the course of employment with the Company. Executive also has immediately turned over to the Company all embodiments of proprietary information (including, without limitation, notes, letters, documents, computer files and other records) which were in Executive’s possession or control and shall not retain any copies or summaries of such records or information. Furthermore, Executive agrees that the assignment of Proprietary Rights pursuant to Section 5.1 of the Employment Agreement remains in full force and effect.
Return of Company Property and Proprietary Information. Xxxxxxx acknowledges that, by no later than five (5) calendar days after the Severance Date, he shall return to the Company all Company Property and Confidential Information that are in his possession, custody or control unless directed otherwise by the Company. For purposes of this Agreement, the term “Company Property” shall mean all personal computers, laptop computers, cellular telephones, security cards, keys, diskettes, electronic storage devices, personal digital assistants or pda’s, and other equipment or property owned by the Company that were provided to Xxxxxxx during his employment with the Company (including its predecessor companies). For purposes of this Agreement, the term “Confidential Information” shall include information required to be kept confidential pursuant to the Confidentiality Agreement and the Sipex Confidentiality Agreement, and any other confidential information of any member of the Company Group. Xxxxxxx further agrees to make a diligent and thorough search for any Company Property and Company documents or information in his possession or control prior to the Effective Date. In addition, (i) Xxxxxxx will complete any forms necessary, including those of any banking institution, to remove his name from any list of Company authorized signatories, (ii) Xxxxxxx will execute any requested letters of resignation with respect to the Company or its subsidiaries, and (iii) Xxxxxxx shall otherwise assist the Company in taking all actions required to confirm that all Company Property has been returned and that full ownership of all Company Property is vested solely in the Company.
Return of Company Property and Proprietary Information. (a) Executive further promises, represents and warrants that, except as set forth on Schedule 10 to this Agreement, Executive has returned or will return to Clinton D. McKellar, by no later than upon the execution of this Xxxxxxxxx xx Xxxxxxive: (a) all property of the Company, including, but not limited to, any and all files, records, credit cards, keys, identification cards/badges, computer access codes, computer programs, instruction manuals, equipment (including computers) and business plans; (b) any other property which Executive prepared or helped to prepare in connection with Executive's employment with the Company; and (c) all documents, including logs or diaries, all tangible materials, including audio and video tapes, all intangible materials (including computer files), and any and all copies or duplicates of any such tangible or intangible materials, including any duplicates, copies, or transcriptions made of audio or video tapes, whether in handwriting or typewritten, that are in the possession, custody or control of Executive or his attorneys, agents, family members, or other representatives, which are alleged to support in any way any of the claims Executive has released under this Agreement. Executive acknowledges that, following August 31, 2005, Executive shall not have access to the Company's electronic mail or managed document systems.
(b) The foregoing representation shall include, except as set forth on Schedule 10 to this Agreement, all Proprietary Information of the Company and its affiliates. With respect to Proprietary Information, except as set forth on Schedule 10 to this Agreement, Executive warrants, represents, and covenants to return such Proprietary Information on or before the close of business on July 31, 2005. As used herein, "Proprietary Information" means information in written form or electronic media, including but not limited to technical and non-technical data, lists, training manuals, training systems, computer based training modules, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes and plans regarding the Company or its affiliates, clients, prospective clients, methods of operation, billing rates, billing procedures, suppliers, business methods, finances, management, or any other business information relating to the Company or its affiliates (whether constituting a trade secret or proprietary or otherwise) which has value to the Company or its affiliates and is treated b...
Return of Company Property and Proprietary Information. Employee agrees and acknowledges that he shall, prior to or immediately following the Transition Period end, return all property belonging to the Company (other than his Company computer and otherwise as permitted in writing by the Company), including but not limited to: USB drives, external hard drives, and/or software; telephones or personal data assistants; other equipment; keys and/or access cards or devices; credit cards; books or other publications; board materials; current or prospective client and/or customer lists or information; all company-related emails, files, or folders on Employee’s personal computers or communication devices, including training materials, acquisition diligence materials and integration plans; and other business records such as memoranda, letters, email communications, lists of fees, personnel data, employee lists, salary and benefits information (other than relating to Employee), lists of suppliers and vendors, financial data, training materials, marketing plans, notes, records, reports, manuals, handbooks, forms, formulas, contracts, catalogs, instructions, and all other documentation (whether in draft or final and electronic or hard copy form) relating to the Company’s business, and any TRANSITION AGREEMENT AND RELEASE – XXXXXX X. XXXXX and all other documents containing Proprietary Information (as defined below) furnished to Employee by any representative of the Company or otherwise acquired or developed by Employee in connection with his employment with the Company, regardless of the manner in which Employee acquired possession of the documents or property (collectively, “Recipient Materials”). The Recipient Materials shall at all times be the property of the Company. Within 48 hours of the completion of the Transition Period, Employee shall return to the Company any Recipient Materials and any copies thereof which are in his possession, custody, or control, including Recipient Materials retained by Employee in his office, automobile, personal electronic devices, or at his home. Employee further agrees that within 48 hours of the completion of the Transition Period, Employee shall provide Company with a sworn Affidavit attesting that he has not retained possession of any Recipient Materials, and copies thereof, in any format, including on Employee’s personal computer, smart phone, and other personal electronic devices.
Return of Company Property and Proprietary Information. Xxxxx acknowledges that, by no later than the Retirement Date, he shall return to the Company all Company Property and Confidential Information that are in his possession, custody or control unless directed otherwise by the Company. For purposes of this Agreement, the term “Company Property” shall mean all personal computers, laptop computers, cellular telephones, security cards, keys, diskettes, pda’s, and other equipment or property owned by the Company that was provided to Xxxxx during his employment. For purposes of this Agreement, the term “Confidential Information” shall have the same meaning as used in the Confidentiality Agreement. Xxxxx further agrees to make a diligent search for any Company Property and Company documents in his possession or control prior to the Effective Date. In addition, (i) Xxxxx will complete any forms necessary, including those of any banking institution, to remove his name from any list of Company authorized signatories, and (ii) Xxxxx shall otherwise assist the Company in taking all actions required to confirm that all Company property has been returned and that full ownership of all Company property is vested solely in the Company. Notwithstanding the foregoing restrictions, Xxxxx shall be entitled to maintain possession of certain documents and correspondence that Xxxxx received or maintained as a member of the Board of Directors (the “Board Materials”), provided, however, that Xxxxx shall provide the Company on or before the Effective Date access to review and copy all Board Materials in his possession and Xxxxx agrees that he shall not use the Board Materials for any purpose other than in connection with responding truthfully to a subpoena, court or arbitral order or governmental investigation, or in order to defend himself against any claim or obligation asserted against Xxxxx in his capacity as a member of the board of directors of the Company, provided, further that Xxxxx (i) provides written notice to the Company within 48 hours of receiving any such order, subpoena or request for information from any governmental agency and (ii) cooperates with the Company to the extent the Company elects to object to such subpoena, court order, or governmental investigation.
Return of Company Property and Proprietary Information. Executive acknowledges that, by no later than the Resignation Date, he shall return to the Company all Company Property and Confidential Information that are in his possession, custody or control unless directed otherwise by the Company. For purposes of this Agreement, the term "Company Property" shall mean all personal computers, laptop computers, cellular telephones, security cards, keys, diskettes, pda's, and other equipment or property owned by the Company that was provided to Executive during his employment. For purposes of this Agreement, the term "Confidential Information" shall have the same meaning as used in Section 10 of the Employment Agreement. Executive further agrees to make a diligent search for any Company Property and Company documents in his possession or control prior to the Effective Date. In addition, (i) Executive will complete any forms necessary, including those of any banking institution, to remove his name from any list of Company authorized signatories, and (ii) Executive shall otherwise assist the Company in taking all actions required to confirm that all Company property has been returned and that full ownership of all Company property is vested solely in the Company.
Return of Company Property and Proprietary Information. (a) Executive further promises, represents and warrants that Executive has returned or will return to Xxxxxxx Xxxxxxx by no later than the Retirement Date: (1) except as otherwise provided on Exhibit A to the Transition Agreement all property of Company, including, but not limited to, any and all files, records, credit cards, keys, identification cards/badges, computer access codes, computer programs, instruction manuals, equipment (including computers) and business plans; (2) any other property which Executive prepared or helped to prepare in connection with Executive’s employment with Company; and (3) all documents, including logs or diaries, all tangible materials, including audio and video tapes, all intangible materials (including computer files), and any and all copies or duplicates of any such tangible or intangible materials, including any duplicates, copies, or transcriptions made of audio or video tapes, whether in handwriting or typewritten, that are in the possession, custody or control of Executive or his attorneys, agents, family members, or other representatives, which are alleged to support in any way any of the claims Executive has released under this Agreement.
(b) The foregoing representation shall include all Confidential Information and Trade Secrets of Company, as these terms are defined in the Transition Agreement. With respect to such Confidential Information and Trade Secrets, Executive warrants and represents that he has returned all such Proprietary Information to the Company on or before the close of business on the Retirement Date.
Return of Company Property and Proprietary Information. Xxxxxxx represents that to the best of his knowledge he has returned to the Company all documents and other property of the Company and WellCare, including but not limited to all files, diskettes and other electronic or storage media, that contain the Company’s or WellCare’s confidential and/or proprietary information, except that the parties agree that Xxxxxxx may retain his Company-issued computer equipment and blackberry. WellCare and the Company understand that Xxxxxxx has duplicate copies of documents from WellCare and the Company for purposes of defending claims that have been or may be filed against Xxxxxxx.
Return of Company Property and Proprietary Information. Upon the termination of my employment for any reason or at any time upon the request of the Company, I will promptly return to the Company: (i) all Company property, including but not limited to all documents, records computers, data, files, keys, card passes and equipment; and (ii) all originals and copies of Proprietary Information, whether electronic or in hard copy.
