Trade Secret and Confidential Information. The Executive recognizes and acknowledges that the acquisition and operation of, and the providing of consulting services for, parking facilities is a unique enterprise and that there are relatively few firms engaged in these businesses in the primary areas in which the Parking Companies operate. The Executive further recognizes and acknowledges that in exchange for his or her employment with the Parking Companies, the Executive has been given access to and provided with and will continue to be provided with additional confidential information and trade secrets of the Parking Companies that constitute proprietary information that the Parking Companies are entitled to protect, which information constitutes special and unique assets of the Parking Companies, which is not generally available to the public, including without limitation (i) information relating to the Parking Companies’ manner and methods of doing business, including without limitation, strategies for negotiating leases and management agreements; (ii) the identity of the Parking Companies’ clients, customers, prospective clients and customers, lessors and locations, and the identity of any individuals or entities having an equity or other economic interest in any of the Parking Companies to the extent such identity has not otherwise been voluntarily disclosed by any of the Parking Companies; (iii) the specific confidential terms of management agreements, leases or other business agreements, including without limitation the duration of, and the fees, rent or other payments due thereunder; (iv) the identities of beneficiaries under land trusts; (v) the business, developments, activities or systems of the Parking Companies, including without limitation any marketing or customer service oriented programs in the development stages or not otherwise known to the general public; (vi) information concerning the business affairs of any individual or firm doing business with the Parking Companies; (vii) financial data and the operating expense structure pertaining to any parking facility owned, operated, leased or managed by the Parking Companies or for which the Parking Companies have or are providing consulting services; (viii) information pertaining to computer systems, including but not limited to computer software, used in the operation of the Parking Companies; and (ix) other confidential information and trade secrets relating to the operation of the Company’s business (the matters described in this...
Trade Secret and Confidential Information. Executive acknowledges and agrees that, during the course of her employment, Executive will have produced and/or have access to trade secrets and Confidential Information (as defined below), of the Company and that the unauthorized use or disclosure of any of such trade secrets and Confidential Information would harm the Company.
Trade Secret and Confidential Information. Executive acknowledges that the Company possesses certain trade secrets and other confidential and proprietary information, which it has acquired and developed or will acquire and develop at great effort and expense, to which Executive will be and has been exposed during Executive’s employment with the Company. Such information includes, without limitation, trade secret and other proprietary information, whether in tangible or intangible form, regarding the Company’s and its Affiliates’ products and services, marketing strategies, financial affairs, organizational and personnel matters, business plans, operations, costs, current or prospective customer, client, and vendor information, product concepts, designs, or specifications, research and development efforts, technical data and know-how, sales information, including pricing and other terms and conditions of sale, financial information, internal procedures, techniques, forecasts, methods, trade information, software programs, project requirements, inventions, trademarks, trade names, and similar information regarding the Company’s business and other nonpublic matters, or concerning those of third parties entrusted to the Company in its business dealings (collectively referred to in this Agreement as “Trade Secret and Confidential Information”). Due to Executive’s employment with the Company, Executive will have and has had access to, will and has become acquainted with, and/or has or may in the future help develop, such Trade Secret and Confidential Information. Trade Secret and Confidential Information shall not include information readily available in the public domain so long as such information was not made publicly available through fault of Executive or wrong doing by any other individual.
Trade Secret and Confidential Information. Distributor acknowledges that ROBOCOM has advised it that the Software and related documentation are valuable proprietary information and trade secrets of ROBOCOM and that the software (including, but not limited to, the design, programming techniques, flow charts, source code and documentation thereof) is confidential information disclosed to Distributor to be used only as expressly permitted by the terms of this Agreement, whether or not any portion thereof is or may be validly copyrighted or patented. Distributor will take all reasonable steps to protect the software on magnetic tape or disk or in any other form of disclosure by using the same standard of care Distributor uses to protect its own confidential information of a similar nature. Distributor agrees that it will require all those individuals having access to the Software under this Agreement sign a Non-Disclosure Statement, Exhibit 2 attached. Distributor further acknowledges that, in the event of an actual or threatened violation of the foregoing provision of which Distributor has actual knowledge, Distributor will take immediate steps to stop such threatened violation; that ROBOCOM may not have an adequate monetary remedy and will be entitled to such injunctive relief as may be deemed proper by a court of competent jurisdiction, in addition to any other available remedies. The provisions of the Section 8 will survive the termination of this Agreement. ROBOCOM agrees that Distributor's obligation to keep confidential any data will not apply to any information or data which: (1) is or becomes publicly known through no wrongful act of Distributor (2) is known to Distributor at the time of disclosure; (3) is rightfully received by Distributor from a third party without breach of this Agreement; (4) is furnished to a third party by ROBOCOM without a similar restriction on the third party's rights; (5) is approved for release by authorization from ROBOCOM; or (6) is disclosed pursuant to the lawful requirement or request of a Governmental Agency or disclosure is permitted by operation of law, provided that Distributor has given prior notice to ROBOCOM and has made a reasonable attempt to obtain a protective order limiting disclosure and use of the information so disclosed.
Trade Secret and Confidential Information. Following YOUR Separation Date, YOU agree that YOU will not, either individually or for the benefit of any other person or entity, or as an employee of any other person or entity, directly or indirectly: use, disclose reproduce, distribute, or otherwise disseminate Vertiv’s Confidential Information or Trade Secrets, or take any action causing, or fail to take any action necessary to prevent any such information, to lose its character or cease to qualify as Confidential Information or a Trade Secret, unless (i) specific written authorization is granted by Vertiv; (ii) YOU are required to do so by law or by order of a Court of competent jurisdiction; or (iii) a court of competent jurisdiction determines that a shorter timeframe for non-disclosure is required, which, in any event, shall not be less than five (5) years following the Separation Date. YOU agree that YOU will not use any Confidential Information or Trade Secrets to compete with Vertiv, directly or indirectly, for YOUR own benefit or for the benefit of any other person or entity. YOU agree to ask Vertiv if YOU have any questions about whether particular information is Confidential Information or a Trade Secret before using or disclosing such information. For example, YOU agree to contact Vertiv if YOU take a job with an entity that is not a Competing Business (e.g., a vendor, insurance provider, or government agency) where that job will require YOU to use or disclose Confidential Information or Trade Secrets such as pricing or contracting information in a manner that could adversely affect Vertiv. However, nothing in this Agreement is intended to be or will be construed to prevent, impede, or interfere with any right of any person to respond accurately and fully to any question, inquiry, or request for information regarding employment with Vertiv when responding to any inquiry from, or providing truthful testimony and information to, any Federal, State, or other regulatory authority in the course of an investigation or proceeding authorized by law and carried out by such agency. In such circumstances, there is no requirement to contact Vertiv, before engaging in communications with any Federal, State or other regulatory authority. Further, nothing in this Agreement is intended to restrict Employee’s legally protected right to discuss wages, hours or other working conditions with co-workers or in any way limit Employee’s rights under the National Labor Relations Act or any Whistleblower Act. Furthe...
Trade Secret and Confidential Information. During the term of this Agreement, you will have access to “Confidential Information,” which includes, but is not limited to, (i) financial and other sensitive information that the Bank receives from its customers; (ii) confidential business, trade secret and financial information provided you by the Bank; (iii) personnel information (including without limitation employee compensation); and (iv) other confidential business information.
Trade Secret and Confidential Information. EMPLOYEE acknowledges that in the course of employment, EMPLOYEE had access to and obtained knowledge of trade secrets and/or confidential information relating to the COMPANY’s business. EMPLOYEE recognizes and acknowledges that the COMPANY’s Trade Secret and Confidential Information constitutes valuable, special and unique assets of the COMPANY and use or disclosure thereof contrary to the terms of this Agreement would cause substantial loss of competitive advantage and other serious injury to the COMPANY.
Trade Secret and Confidential Information. During the term of this ----------------------------------------- Agreement, you will have access to "Confidential Information", which includes, but is not limited to, (i) financial and other sensitive information that UPAM receives from its customers; (ii) confidential business, trade secret and financial information provided you by UPAM; (iii) personnel information (including without limitation employee compensation); and (iv) other confidential business information. You understand that information concerning UPAM's business and the business of its customers is a valuable, special and unique asset and must be held in the strictest confidence. You agree that you will not disclose information concerning UPAM business or the business of its customers; except as required by UPAM or by law. All Confidential Information shall be the sole property of UPAM, and where applicable, its customers. You agree that upon termination of your employment for any reason, or upon request, you will deliver to UPAM all Confidential Information as well as all documents, data, records and communications, and all drawings, models, prototypes or similar visual or conceptual presentation of any type, and all copies or duplicates, provided to you or obtained by you during your employment.
Trade Secret and Confidential Information. During the term of this Agreement, Employee will have access to confidential information and business secrets specific to and regularly used in the operation of the business of Employer. Employee acknowledges that such information constitutes valuable and confidential information of the Employer, Employee shall not disclose any of the aforesaid private company secrets, directly or indirectly, nor use them in any way, either during the term of this Agreement or after termination of employment. All files, records, electronic and magnetic files, documents, specifications, equipment and similar information relating to the business of Employer, whether prepared by Employee or otherwise coming into Employee's possession shall remain the exclusive property of Employer and shall not be removed from the premises of Employer except as shall be necessary for Employee to perform Employee's duties under this Agreement. Upon termination of this Agreement for any reason, Employee will deliver all such materials in his possession and all copies thereof to Employer.
Trade Secret and Confidential Information. Prophet acknowledges that ROBOCOM has advised it that the Software and related documentation are valuable proprietary information and trade secrets of ROBOCOM and that the Software is confidential information disclosed to Prophet to be used only as expressly permitted by the terms of this Agreement, whether or not any portion thereof is or may be validly copyrighted or patented. Prophet will take all reasonable steps to protect the software on magnetic tape or disk or in any other form of disclosure by using the same standard of care Prophet uses to protect its own confidential information of a similar nature. Prophet further acknowledges that, in the event of an actual or threatened violation of the foregoing provision of which Prophet has actual knowledge, Prophet will take immediate steps to stop such threatened violation; that ROBOCOM may not have an adequate monetary remedy and will be entitled to such injunctive relief as may be deemed proper by a court of competent jurisdiction, in addition to any other available remedies. The provisions of the Section 8 will survive the termination of this Agreement. ROBOCOM agrees that Prophet's obligation to keep confidential any data will not apply to any information or data which: (1) is or becomes publicly known through no wrongful act of Prophet (2) is known to Prophet at the time of disclosure; (3) is rightfully received by Prophet -------------------------------------------------------------------------------- ROBOCOM SYSTEMS, INC. Page 2 PROPHET 21 INC.
