Trade Secrets and Customer Lists. Officer agrees to hold in strict confidence all information concerning any matters affecting or relating to the business of Corporation and its subsidiaries and affiliates, including, without limiting the generality of the foregoing, its manner of operation, business plans, business prospects, agreements, protocols, processes, computer programs, customer lists, market strategies, internal performance statistics, financial data, marketing information and analyses, or other data, without regard to the capacity in which such information was acquired. Officer agrees that he will not, directly or indirectly, use any such information for the benefit of any person or entity other than Corporation or disclose or communicate any of such information in any manner whatsoever other than to the directors, officers, employees, agents, and representatives of Corporation who need to know such information, who shall be informed by Officer of the confidential nature of such information and directed by Officer to treat such information confidentially. Such information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by Officer or his representatives, or (ii) was or becomes available to Officer on a non-confidential basis from a source other than Corporation or its advisors provided that such source is not known to Officer to be bound by a confidentiality agreement with Corporation, or otherwise prohibited from transmitting the information to Officer by a contractual, legal or fiduciary obligation; notwithstanding the foregoing, if any such information does become generally available to the public, Officer agrees not to further discuss or disseminate such information except in the performance of his duties as Officer. Upon Corporation’s request, Officer will return all information furnished to him related to the business of Corporation. The parties hereto stipulate that all such information is material and confidential and gravely affects the effective and successful conduct of the business of Corporation and Corporation’s goodwill, and that any breach of the terms of this Section 6 shall be a material breach of this Agreement. The terms of this Section 6 shall remain in effect following the termination of this Agreement.
Trade Secrets and Customer Lists. The Company has the right to use, free and clear of any claims or rights of others all trade secrets, customer lists and proprietary information required for the marketing of all merchandise and services formerly or presently sold or marketed by the Company. The Company is not using or in any way making use of any confidential information or trade secrets of any third party, including without limitation any past or present employee of the Company.
Trade Secrets and Customer Lists. Seller has the right to use, free and clear of any claims or rights of others, all trade secrets, customer lists and proprietary information required for the marketing of all merchandise and services formerly or presently sold or marketed by Seller. Seller is not using or in any way making use of any confidential information or trade secrets of any third party, including without limitation any past or present employee of Seller.
Trade Secrets and Customer Lists. The Company has the right to use in the ordinary course of its business as presently conducted, free and clear of any claims or rights of others, all trade secrets, inventions, customer lists and secret processes required for or incident to the manufacture or marketing of all products presently sold, manufactured, licensed, under development or produced by it, including products licensed from others. Any payments required to be made by the Company for the use of such trade secrets, inventions, customer lists and secret processes are described in SCHEDULE 3.
Trade Secrets and Customer Lists. The Corporation has the right to use, free and clear of any claims or rights of others all trade secrets, customer lists and proprietary information required for the marketing of all merchandise and services formerly or presently sold or marketed by the Corporation. The Corporation is not using or in any way making use of any confidential information or trade secrets of any third party, including without limitation any past or present employee of the Corporation.
Trade Secrets and Customer Lists. Either the Company or the appropriate Subsidiary has the right to use, free and clear of any claims or rights of others all trade secrets, customer lists and proprietary information required for the marketing of all merchandise and services formerly or presently sold or marketed by the Company or its Subsidiaries. Neither the Company nor any Subsidiary is using or in any way making use of any confidential information or trade secrets of any third party, including without limitation any past or present employee of the Company or any Subsidiary.
Trade Secrets and Customer Lists. Target has the right to use, free and clear of any claims or rights of others, except claims or rights specifically set forth in Schedule 3.21, all trade secrets, customer lists and proprietary information required for the marketing of all merchandise and services formerly or presently sold or marketed by Target. Target is not using or in any way making use of any confidential information or trade secrets of any third party.
Trade Secrets and Customer Lists. Seller has the right to use, without -------------------------------- liability to others, all trade secrets and customer lists, if any, required and used in the Business within the last five years and has not disclosed, sold, licensed, sublicensed or otherwise granted to any third party the right to use such trade secrets and information. Seller is not using or in any way making use of any confidential information or trade secrets of any third party, including, without limitation, a former employer of any present or past employee of Seller.
Trade Secrets and Customer Lists. (a) Except as set forth on Schedule 3.14, the Company has the right to use, free and clear of any Claims or rights of any other Person, all trade secrets, customer lists, manufacturing and secret processes and knowhow (if any) required for or used in the manufacture or marketing of all products relating to the Business being sold, manufactured, including products licensed from other Persons, and all of such trade secrets, customer lists, manufacturing and secret processes and knowhow shall be transferred to Buyer as part of the Transferred Assets. Any payments required to be made by the Company for the use of such trade secrets, customer lists, manufacturing and secret processes and knowhow are described in Schedule 3.14 attached hereto. The Company warrants that it will keep confidential, and preserve the secrecy of, all confidential information, knowhow, and trade secrets transferred to Buyer as part of the Transferred Assets, and that it will enforce this ongoing obligation of confidentiality as to present and past employees of the Company, to the same extent as it would have if the transfer had not taken place. To the knowledge of the Company it is in no way making an unlawful or wrongful use of any confidential information, knowhow, or trade secrets of any other Person, including, without limitation, any former employer of any present or past employee of the Company or any Subsidiary of the Company. Except as described on Schedule 3.14 and to the knowledge of the Company, no officer, director or employee of the Company is a party to any noncompetition or confidentiality agreement with any Person other than the Company or a Subsidiary of the Company.
(b) The Company agrees and promises to execute all assignments and other such instruments, and render all such assistance as Buyer may reasonably require in order to accomplish the transfer of Transferred Assets, and to confirm in Buyer legal title to said Transferred Assets, including, without limitation, recordation of assignment documents in the United States Patent and Trademark Office, Copyright Office, or corresponding offices in other countries.
Trade Secrets and Customer Lists. Except as set forth on the List of Schedule, target owns or has the right to use, free and clear of any claims or rights of others, all trade secrets, inventions, developments, customer lists, manufacturing and secret processes, hardware designs, programming processes, software and other information, and know-how (if any) required for or used in the manufacture or marketing of all products formerly or presently sold, manufactured, licensed, under development or produced by Target in the Business, including products licensed from others. There are no payments that are required to be made by Target for the use of such trade secrets, inventions, developments, customer lists, copyrighted materials, manufacturing and secret processes and know-how. Target is not using or in any way making any unlawful or wrongful use of any confidential information, copyrighted materials, know-how or trade secrets of any third party, including without limitation any former employer of any present or past employee of Target or of any of Target's predecessors. Target is not a party to any non-competition or confidentiality agreement related to the Business with any party other than Buyer.
