Common use of Trade Secrets and Confidential Information/Company Property Clause in Contracts

Trade Secrets and Confidential Information/Company Property. Employee agrees at all times hereafter to hold in the strictest confidence, and not to use or disclose to any person, any Confidential Information of the Company. Employee understands that “Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to, customers of the Company on whom Employee has called or with whom he/she became acquainted during the term of his/her employment), markets, software, developments, inventions, discoveries, ideas, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, pricing information, or other business information disclosed to Employee by the Company either directly or indirectly, in writing, orally, or by drawings or observation of parts or equipment. Employee further understands that Confidential Information does not include any of the foregoing items that have become publicly known and made generally available through no wrongful act of Employee’s or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof. Employee hereby grants consent to notification by the Company to any new employer about Employee’s obligations under this paragraph. Employee represents that he/she has not to date misused or disclosed Confidential Information to any unauthorized party. Employee’s signature below constitutes his/her certification under penalty of perjury that he/she has returned all documents and other items provided to Employee by the Company, developed or obtained by Employee in connection with his/her employment with the Company, or otherwise belonging to the Company. Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), Employee will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Appears in 1 contract

Samples: Separation Agreement (Organovo Holdings, Inc.)

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Trade Secrets and Confidential Information/Company Property. Employee Executive acknowledges that during Executive’s employment, Executive may have obtained confidential, proprietary and trade secret information, including, but not limited to, information relating to the Company’s products, plans, and designs. Executive reaffirms and agrees to observe and abide by the terms of the Confidentiality Agreement, specifically including the provisions therein regarding nondisclosure of the Company’s Confidential Information and non-solicitation of the Company’s employees. Executive agrees at all times hereafter to hold in the strictest confidence, and not to use or disclose to any personperson or entity, any Confidential Information of the Company. Employee Executive understands that “Confidential Information” means any Company or associated third party proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to, customers of the Company on whom Employee Executive has called or with whom he/she Executive became acquainted during the term of his/her Executive’s employment), markets, software, developments, inventions, discoveries, ideas, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, pricing information, or other business information disclosed to Employee Executive by the Company either directly or indirectly, in writing, orally, or by drawings or observation of parts or equipment. Employee Executive further understands that Confidential Information does not include any of the foregoing items that have become publicly known and made generally available through no wrongful act of EmployeeExecutive’s or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof. Employee hereby grants consent to notification by the Company to any new employer about Employee’s obligations under this paragraph. Employee Executive represents that he/she Executive has not to date misused or disclosed Confidential Information to any unauthorized party. EmployeeSubject to Executive’s signature below constitutes his/her certification under penalty of perjury that he/she has returned all documents and other items provided right to Employee by the Company, developed or obtained by Employee engage in connection with his/her employment with the Company, or otherwise belonging to the Company. Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(bProtected Activity (as defined herein), Employee will Executive agrees not be held criminally to use or civilly liable under disclose any Federal such confidential information unless required by subpoena or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorneycourt order, and solely for that Executive will first give the purpose Company written notice of reporting such subpoena or investigating a suspected violation of law; court order with reasonable advance notice to permit the Company to oppose such subpoena or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, court order if such filing is made under sealit chooses to do so.

Appears in 1 contract

Samples: Transition Agreement and Release (A10 Networks, Inc.)

Trade Secrets and Confidential Information/Company Property. Employee Executive agrees at all times hereafter to hold in the strictest confidence, and not to use or disclose to any personperson or entity, any Confidential Information of the Company. Employee Executive understands that "Confidential Information" means any Company or associated third party proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to, customers of the Company on whom Employee he has called or with whom he/she he became acquainted during the term of his/her his employment), markets, software, developments, inventions, discoveries, ideas, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, pricing information, or other business information disclosed to Employee him by the Company either directly or indirectly, in writing, orally, or by drawings or observation of parts or equipment. Employee Executive further understands that Confidential Information does not include any of the foregoing items that have become publicly known and made generally available through no wrongful act of Employee’s his or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof. Employee Executive hereby grants consent to notification by the Company to any new employer about Employee’s his obligations under this paragraphsection. Employee Executive represents that he/she he has not to date misused or disclosed Confidential Information to any unauthorized party. EmployeeIn connection with Executive’s agreement to protect the Company’s Confidential Information, Executive reaffirms and agrees to observe and abide by the terms of the Surviving Provisions. Executive’s signature below constitutes his/her Executive’s certification under penalty of perjury that he/she Executive has returned all documents and other items provided to Employee Executive by the Company, developed or obtained by Employee him in connection with his/her his employment with the Company, or otherwise belonging to the Company. Notwithstanding Company (with the foregoing, pursuant exception of a copy of the Employee Handbook and personnel documents specifically relating to 18 U.S.C. Section 1833(bExecutive), Employee will not be held criminally or civilly liable under including any Federal or State trade secret law for provided during the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under sealTransition Period.

Appears in 1 contract

Samples: Separation Agreement (National Instruments Corp)

Trade Secrets and Confidential Information/Company Property. a. Employee reaffirms and agrees at all times hereafter to hold in observe and abide by the strictest confidence, and not to use or disclose to any person, any Confidential Information terms of the Company. Employee understands that “Confidential Information” means any Company proprietary informationConfidentiality Agreement, technical data, trade secrets or know-how, including, specifically including (but not limited to, research, product plans, products, services, customer lists ) the provisions therein regarding nondisclosure of Proprietary Information (as defined in the Confidentiality Agreement). Employee understands and customers (including, but not limited to, customers agrees that Proprietary Information will also encompass any Proprietary Information of all entities in the Company Group and Employee will preserve such Proprietary Information. Employee also reaffirms and agrees to abide by the Restrictive Covenants set forth in Section 10 of the Company on whom Employment Agreement (and, for the avoidance of doubt, Employee has called or with whom he/she became acquainted during acknowledges and agrees that all references to the term “Company” in Section 10 of his/her employment), markets, software, developments, inventions, discoveries, ideas, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, pricing information, or other business information disclosed the Employment Agreement are intended to Employee by encompass the Company either directly or indirectly, in writing, orally, or by drawings or observation of parts or equipment. Employee further understands that Confidential Information does not include any of the foregoing items that have become publicly known and made generally available through no wrongful act of Employee’s or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof. Employee hereby grants consent to notification by the Company to any new employer about Employee’s obligations under this paragraph. Employee represents that he/she has not to date misused or disclosed Confidential Information to any unauthorized partyGroup). Employee’s signature below constitutes his/her Employee’s certification under penalty of perjury that he/she Employee has returned all documents and other items provided to Employee by the CompanyCompany Group (with the exception of a copy of the employee handbook and personnel documents specifically relating to Employee), developed or obtained by Employee in connection with his/her Employee’s employment with the CompanyCompany Group, or otherwise belonging to the Company. Notwithstanding Company Group, including, but not limited to, all passwords to any software or other programs or data that Employee used in performing services for the foregoingCompany Group. b. To the extent that the Company Group does not own any and all discoveries, pursuant designs, developments, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), trade secrets, know-how, ideas (whether or not protectable under trade secret laws), mask works, trademarks, service marks, trade names and trade dress and all intellectual property rights therein and thereto (“Innovations”) that Employee (either solely or jointly) conceived, reduced to 18 U.S.C. Section 1833(bpractice, created, derived, developed, or made during Employee’s employment with a member of the Company Group (“Company Innovations”), Employee will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure hereby irrevocably assigns to Company all of a trade secret that: (1) is made in confidence to a FederalEmployee’s right, State, or local government official, either directly or indirectly, or to an attorneytitle, and solely for the purpose of reporting or investigating a suspected violation of law; or interest (2including all related intellectual property rights) is made in a complaint or and to such Company Innovations, other document filed in a lawsuit or other proceeding, if such filing is made under seal.than Excluded Innovations. “

Appears in 1 contract

Samples: Separation Agreement (SmartRent, Inc.)

Trade Secrets and Confidential Information/Company Property. Employee reaffirms and agrees at all times hereafter to hold in observe and abide by the strictest confidenceterms of the Confidentiality Agreement, and not to use or disclose to any person, any Confidential Information specifically including the provisions therein regarding nondisclosure of the Company. Employee understands that “Confidential Information” means any Company ’s trade secrets and confidential and proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to, customers of the Company on whom Employee has called or with whom he/she became acquainted during the term of his/her employment), markets, software, developments, inventions, discoveries, ideas, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, pricing information, or other business information disclosed to Employee by the Company either directly or indirectly, in writing, orally, or by drawings or observation of parts or equipmentall restrictive covenants. Employee further understands acknowledges that Confidential Information does the non-disclosure obligations in the Confidentiality Agreement do not include any of the foregoing items that have become publicly known and made generally available through no wrongful act of Employee’s restrict Employee from disclosing work-related sexual harassment or of others who were under confidentiality obligations as sexual assault to the item or items involved or improvements or new versions thereof. Employee hereby grants consent to notification by the Company to any new employer about Employee’s obligations extent such disclosures are protected under this paragraph. Employee represents that he/she has not to date misused or disclosed Confidential Information to any unauthorized partyRCW 49.44.210. Employee’s signature below constitutes his/her Employee’s certification under penalty of perjury that he/she that, after a diligent search, Employee has returned all documents and other items Company property provided to Employee by the CompanyCompany (whether in physical or electronic form), developed or obtained by Employee in connection with his/her Employee’s employment with the Company, or otherwise belonging to the Company, including, but not limited to, any and all confidential, proprietary and trade secret information, as well as all passwords to any software or other programs or data that Employee used in performing services for the Company. Notwithstanding The Company has obtained an image of the foregoinghard drive of Employee’s Company-issued laptop (the “Laptop”) and agrees that Employee may retain the Laptop; provided that on or before the Separation Date, pursuant Executive must have provided the Laptop to 18 U.S.C. Section 1833(bthe Company for the review and/or removal of any Company property (including, but not limited to, any Company or associated third party confidential information, trade secrets, or licensed software) from the Laptop as the Company deems appropriate. During the ten (10) day period immediately following the Separation Date, the Company will reasonably cooperate with Employee to provide access to Employee’s Company email account under supervision by the Company or a Company designee, for the sole purposes of (a) Employee’s retrieval of a copy of her personal contacts (excluding any business contacts or contacts otherwise developed in the course of her employment with the Company), Employee will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure (b) Employee’s retrieval of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorneyelectronic book from Tachi, and solely for the purpose of reporting or investigating a suspected violation of law; or (2c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under sealto access and reset personal accounts connected to Company email.

Appears in 1 contract

Samples: Separation Agreement (Athira Pharma, Inc.)

Trade Secrets and Confidential Information/Company Property. Employee reaffirms and agrees to observe and abide by the terms of the Confidentiality Agreement, specifically including provisions therein regarding nondisclosure of the Company’s trade secrets and confidential and proprietary information. Employee shall continue to maintain the confidentiality of all confidential and proprietary information and trade secrets of the Company. Employee agrees at all times hereafter to hold in the strictest confidence, and not to use or disclose to any person, firm or corporation, any Confidential Information of the Company. Employee understands that “Confidential Information” means includes, but is not limited to, any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to, customers of the Company on whom Employee has called or with whom he/she he became acquainted during the term of his/her his employment), markets, software, developments, inventions, discoveries, ideas, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, pricing information, finances or other business information disclosed to Employee by the Company either directly or indirectly, indirectly in writing, orally, orally or by drawings or observation of parts or equipment. Employee further understands that Confidential Information does not include any of the foregoing items that have has become publicly known and made generally available through no wrongful act of Employee’s or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof, nor shall it include management techniques, general knowledge of bookkeeping, accounting, budgeting, SEC requirements and filings and executive practices of publicly traded companies so long as the use of such knowledge does not reveal trade secrets, technical data or proprietary information of the Company. Employee hereby grants consent to notification by the Company to any new employer about Employee’s obligations under this paragraph. Employee represents that he/she has further agrees to deliver to the Company on or before the Effective Date of the Agreement, and not to date misused keep in his possession, recreate or disclosed deliver to anyone else, any and all Company property and Confidential Information including, but not limited to, devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items provided to any unauthorized partyEmployee by the Company, developed by Employee pursuant to his employment with the Company, or otherwise belonging to the Company, its successors or assigns. Employee’s signature below constitutes his/her his certification under penalty of perjury that he/she he has returned all documents and other items provided to Employee by the Company, developed or obtained by Employee in connection with his/her as a result of his employment with the Company, or otherwise belonging to the Company. Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), Employee will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Appears in 1 contract

Samples: Separation Agreement (Hytek Microsystems Inc)

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Trade Secrets and Confidential Information/Company Property. Employee agrees at all times hereafter to hold in the strictest confidence, and not to use or disclose to any personperson or entity, any Confidential Information of the CompanyCompany and, if applicable, to continue to abide by the terms of the Confidentiality Agreement. Employee understands that “Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to, customers of the Company on whom Employee has called or with whom he/she Employee became acquainted during the term of his/her Employee’s employment), markets, software, developments, inventions, discoveries, ideas, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, pricing information, or other business information disclosed to Employee by the Company either directly or indirectly, in writing, orally, or by drawings or observation of parts or equipment. Employee further understands that Confidential Information does not include any of the foregoing items that have become publicly known and made generally available through no wrongful act of Employee’s or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof. Employee hereby grants consent to notification by the Company to any new employer about Employee’s obligations under this paragraph. Employee represents that he/she Employee has not to date misused or disclosed Confidential Information to any unauthorized party. Employee’s signature below constitutes his/her Employee’s certification under penalty of perjury that he/she Employee has returned all documents and other items provided to Employee by the Company, developed or obtained by Employee in connection with his/her Employee’s employment with the Company, or otherwise belonging to the CompanyCompany (with the exception of a copy of the Employee Handbook and personnel documents specifically relating to Employee). Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), Employee will not be held criminally or civilly liable under any Federal or State trade secret law for permitted to retain his personal computer and mobile devices, provided that he first makes them available to FLIR so that the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, confidential and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under sealproprietary information can be removed.

Appears in 1 contract

Samples: Separation and Release of Claims Agreement (Flir Systems Inc)

Trade Secrets and Confidential Information/Company Property. Employee agrees at all times hereafter to hold in the strictest confidence, and not to use or disclose to any personperson or entity, any Confidential Information of the Company. Employee understands that “Confidential Information” means any Company or associated third party proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to, customers of the Company on whom Employee has called or with whom he/she Employee became acquainted during the term of his/her Employee’s employment), markets, software, developments, inventions, discoveries, ideas, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, pricing information, or other business information disclosed to Employee by the Company either directly or indirectly, in writing, orally, or by drawings or observation of parts or equipment. Employee further understands that Confidential Information does not include any of the foregoing items that have become publicly known and made generally available through no wrongful act of Employee’s or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof. Employee hereby grants consent to notification by the Company to any new employer about Employee’s obligations under this paragraphsection. Employee represents that he/she Employee has not to date misused or disclosed Confidential Information to any unauthorized party. Employee’s signature below constitutes his/her Employee’s certification under penalty of perjury that he/she Employee has returned all documents and other items provided to Employee by the Company, developed or obtained by Employee in connection with his/her Employee’s employment with the Company, or otherwise belonging to the Company. Notwithstanding Company (with the foregoing, pursuant to 18 U.S.C. Section 1833(b), Employee will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure exception of a trade secret that: (1) is made in confidence copy of the Employee Handbook and personnel documents specifically relating to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under sealEmployee).

Appears in 1 contract

Samples: Separation Agreement (MedAvail Holdings, Inc.)

Trade Secrets and Confidential Information/Company Property. Employee reaffirms and agrees to observe and abide by the terms of the Confidentiality Agreement, specifically including the provisions therein regarding nondisclosure of the Company’s trade secrets and confidential and proprietary information, and nonsolicitation of Company employees. Employee agrees at all times hereafter to hold in the strictest confidence, and not to use or disclose to any personperson or entity, any Confidential Information of the Company. Employee understands that “Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, proposals, proposed business dealings, customer lists and customers (including, but not limited to, customers of the Company on whom Employee has called or with whom he/she he became acquainted during the term of his/her his employment), markets, software, developments, inventions, discoveries, ideas, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, pricing information, or other business information disclosed to Employee by the Company either directly or indirectly, in writing, orally, or by drawings or observation of parts or equipment. Employee further understands that Confidential Information does not include any of the foregoing items that have become publicly known and made generally available through no wrongful act of Employee’s or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof. Employee hereby grants consent to notification by the Company to any new employer about Employee’s obligations under this paragraph. Employee represents that he/she he has not to date misused or disclosed Confidential Information to any unauthorized party. Employee’s signature below constitutes his/her his certification under penalty of perjury that he/she he has returned all documents and other items provided to Employee by the Company, developed or obtained by Employee in connection with his/her his employment with the Company, or otherwise belonging to the Company. Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), Employee will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Appears in 1 contract

Samples: Separation Agreement (Intevac Inc)

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