Common use of Trade Secrets; Return of Documents and Property Clause in Contracts

Trade Secrets; Return of Documents and Property. (a) The Executive acknowledges that during the course of his employment he will receive secret, confidential and proprietary information ("Trade Secrets") of COMSAT and of other companies with which COMSAT does business on a confidential basis and that the Executive will create and develop Trade Secrets for the benefit of COMSAT. Trade Secrets shall include, without limitation, matters of a technical nature, such as scientific and engineering secrets, "know-how," formulae, secret processes or machines, inventions and computer programs (including documentation of such programs), and matters of a business nature, such as customer data and proprietary information about costs, profits, markets, sales and customer databases, and other information of a similar nature to the extent not available to the public, and plans for future development. All Trade Secrets disclosed to or created by the Executive shall be deemed to be the exclusive property of COMSAT. The Executive acknowledges that Trade Secrets have economic value to COMSAT due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of COMSAT and its subsidiaries. The Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by the Executive during the term of this Agreement except (i) when the Executive uses or discloses any Trade Secret in the proper course of the Executive's rendition of services to COMSAT hereunder, (ii) when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when the Executive is required to disclose any Trade Secret pursuant to any valid legal process. The Executive shall notify COMSAT immediately of any such legal process in order to enable COMSAT to contest such legal process's validity. After termination of this Agreement, the Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid legal process, in which case the Executive shall notify COMSAT immediately of any such legal process in order to enable COMSAT to contest such legal process's validity. (b) Upon the effective date of notice of the Executive's or COMSAT's election to terminate this Agreement, or at any time upon the request of COMSAT, the Executive (or his heirs or personal representatives) shall deliver to COMSAT (i) all documents and materials containing or otherwise relating to Trade Secrets or other information relating to COMSAT's business and affairs, and (ii) all documents, materials and other property belonging to COMSAT, which in either case are in the possession or under the control of the Executive (or his heirs or personal representatives). The Executive shall be entitled to keep his personal records (including Rolodex) relating to COMSAT's business and affairs except to the extent those contain documents or materials described in clause (i) of the preceding sentence.

Appears in 4 contracts

Samples: Employment Agreement (Comsat Corp), Employment Agreement (Comsat Corp), Employment Agreement (Comsat Corp)

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Trade Secrets; Return of Documents and Property. (a) The Executive acknowledges that during the course of his employment he will receive secret, confidential and proprietary information ("Trade Secrets") of COMSAT Ascent and of other companies with which COMSAT Ascent does business on a confidential basis and that the Executive will create and develop Trade Secrets for the benefit of COMSATAscent. Trade Secrets shall include, without limitation, matters (a) literary, dramatic or other works, screenplays, stories, adaptations, scripts, treatments, formats, "bibles," scenarios, characters, titles of a technical natureany kind and any rights therein, such as scientific and engineering secretscustom databases, "know-how," formulae, secret processes or machines, inventions and inventions, computer programs (including documentation of such programs) (collectively, "Technical Trade Secrets"), and (b) matters of a business nature, such as customer data and proprietary information about costs, profits, marketsmarkets and sales, sales and customer databases, and other information of a similar nature to the extent not available to the public, and plans for future developmentdevelopment (collectively, "Business Trade Secrets"). All Trade Secrets disclosed to or created by the Executive shall be deemed to be the exclusive property of COMSATAscent (as the context may require). The Executive acknowledges that Trade Secrets have economic value to COMSAT Ascent due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of COMSAT Ascent and its subsidiaries. The Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by the Executive during the term of this Agreement except (i) when the Executive uses is required to use or discloses disclose any Trade Secret in the proper course of the Executive's rendition of services to COMSAT Ascent hereunder, (ii) when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when the Executive is required to disclose any Trade Secret pursuant to any valid legal processcourt order in which the Executive is compelled to disclose such Trade Secret. The Executive shall notify COMSAT Ascent immediately of any such legal process court order in order to enable COMSAT Ascent to contest such legal processorder's validity. After For a period of two (2) years after termination of this Agreementthe Employment Period for all Business Trade Secrets and for a period of five (5) years after termination of the Employment Period for all Technical Trade Secrets, the Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge or is generally known in the entertainment or sports industry among executives comparable to the Executive other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid legal processcourt order, in which case the Executive shall notify COMSAT Ascent immediately of any such legal process court order in order to enable COMSAT Ascent to contest such legal processorder's validity. (b) Upon the effective date of notice of the Executive's or COMSATAscent's election to terminate this Agreement, or at any time upon the request of COMSATAscent, the Executive (or his heirs or personal representatives) shall deliver to COMSAT Ascent (i) all documents and materials containing or otherwise relating to Trade Secrets or other information relating to COMSATAscent's business and affairs, and (ii) all documents, materials and other property belonging to COMSATAscent, which in either case are in the possession or under the control of the Executive (or his heirs or personal representatives). The Executive shall be entitled to keep his personal records (including Rolodex) relating to COMSATAscent's business and affairs except to the extent those contain documents or materials described in clause (i) or (ii) of the preceding sentence, in which case Executive may retain copies for his personal and confidential use.

Appears in 4 contracts

Samples: Employment Agreement (Ascent Entertainment Group Inc), Employment Agreement (Ascent Entertainment Group Inc), Employment Agreement (Ascent Entertainment Group Inc)

Trade Secrets; Return of Documents and Property. (a) The Executive acknowledges that during the course of his her employment he she will receive secret, confidential and proprietary information ("Trade Secrets") of COMSAT and of other companies with which COMSAT does business on a confidential basis and that the Executive will create and develop Trade Secrets for the benefit of COMSAT. Trade Secrets shall include, without limitation, matters of a technical nature, such as scientific and engineering secrets, "know-how," formulae, secret processes or machines, inventions and computer programs (including documentation of such programs), and matters of a business nature, such as customer data and proprietary information about costs, profits, markets, sales and customer databases, and other information of a similar nature to the extent not available to the public, and plans for future development. All Trade Secrets disclosed to or created by the Executive shall be deemed to be the exclusive property of COMSATCOMSAT (as the context may require). The Executive acknowledges that Trade Secrets have economic value to COMSAT due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of COMSAT and its subsidiaries. The Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by the Executive during the term of this Agreement except (i) when the Executive uses or discloses any Trade Secret in the proper course of the Executive's rendition of services to COMSAT hereunder, (ii) when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when the Executive is required to disclose any Trade Secret pursuant to any valid legal process. The Executive shall notify COMSAT immediately of any such legal process in order to enable COMSAT to contest such legal process's validity. After termination of this Agreement, the Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid legal process, in which case the Executive shall notify COMSAT immediately of any such legal process in order to enable COMSAT to contest such legal process's validity. (b) Upon the effective date of notice of the Executive's or COMSAT's election to terminate this Agreement, or at any time upon the request of COMSAT, the Executive (or his her heirs or personal representatives) shall deliver to COMSAT (i) all documents and materials containing or otherwise relating to Trade Secrets or other information relating to COMSAT's business and affairs, and (ii) all documents, materials and other property belonging to COMSAT, which in either case are in the possession or under the control of the Executive (or his her heirs or personal representatives). The Executive shall be entitled to keep his her personal records (including Rolodex) relating to COMSAT's business and affairs except to the extent those contain documents or materials described in clause (i) of the preceding sentence.

Appears in 2 contracts

Samples: Employment Agreement (Comsat Corp), Employment Agreement (Comsat Corp)

Trade Secrets; Return of Documents and Property. (a) The Executive acknowledges that during the course of his employment he will receive secret, confidential and proprietary information ("Trade Secrets") of COMSAT and of other companies with which COMSAT does business on a confidential basis and that the Executive will create and develop Trade Secrets for the benefit of COMSAT. Trade Secrets shall include, without limitation, matters of a technical nature, such as scientific and engineering secrets, "know-how," formulae, secret processes or machines, inventions and computer programs (including documentation of such programs), and matters of a business nature, such as customer data and proprietary information about costs, profits, markets, sales and customer databases, and other information of a similar nature to the extent not available to the public, and plans for future development. All Trade Secrets disclosed to or created by the Executive shall be deemed to be the exclusive property of COMSAT. The Executive acknowledges that Trade Secrets have economic value to COMSAT due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of COMSAT and its subsidiaries. The Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by the Executive during the term of this Agreement except (i) when the Executive uses or o discloses any Trade Secret in the proper course of the Executive's rendition of services to COMSAT hereunder, (ii) when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when the Executive is required to disclose any Trade Secret pursuant to any valid legal process. The Executive shall notify COMSAT immediately of any such legal process in order to enable COMSAT to contest such legal process's validity. After termination of this Agreement, the Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid legal process, in which case the Executive shall notify COMSAT immediately of any such legal process in order to enable COMSAT to contest such legal process's validity. (b) Upon the effective date of notice of the Executive's or COMSAT's election to terminate this Agreement, or at any time upon the request of COMSAT, the Executive (or his heirs or personal representatives) shall deliver to COMSAT (i) all documents and materials containing or otherwise relating to Trade Secrets or other information relating to COMSAT's business and affairs, and (ii) all documents, materials and other property belonging to COMSAT, which in either case are in the possession or under the control of the Executive (or his heirs or personal representatives). The Executive shall be entitled to keep his personal records (including Rolodex) relating to COMSAT's business and affairs except to the extent those contain documents or materials described in clause (i) of the preceding sentence.

Appears in 2 contracts

Samples: Employment Agreement (Comsat Corp), Employment Agreement (Comsat Corp)

Trade Secrets; Return of Documents and Property. (a) The Executive acknowledges that during the course of his employment he will receive secret, confidential and proprietary information ("Trade Secrets") of COMSAT NEWCO and of other companies with which COMSAT NEWCO does business on a confidential basis and that the Executive will create and develop Trade Secrets for the benefit of COMSATNEWCO. Trade Secrets shall include, without limitation, matters (a) literary, dramatic or other works, screenplays, stories, adaptations, scripts, treatments, formats, scenarios, characters, titles of a technical nature, such as scientific any kind and engineering secretsany rights therein, "know-how," formulae, secret processes or machines, inventions and inventions, computer programs (including documentation of such programs)) (collectively, "Technical Trade Secrets") and (b) matters of a business nature, such as customer data and proprietary information about costs, profits, marketsmarkets and sales, sales and customer custom databases, and other information of a similar nature to the extent not available to the public, and plans for future developmentdevelopment (collectively, "Business Trade Secrets"). All Trade Secrets disclosed to or created by the Executive shall be deemed to be the exclusive property of COMSATNEWCO (as the context may require). The Executive acknowledges that Trade Secrets have economic value to COMSAT NEWCO due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of COMSAT NEWCO and its subsidiaries. The During the Employment Period, Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by the Executive during the term of this Agreement the Employment Period except (i) when the Executive uses is required to use or discloses disclose any Trade Secret in the proper course of the Executive's rendition of services to COMSAT NEWCO hereunder, (ii) when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when the Executive is required to disclose any Trade Secret pursuant to any valid legal processcourt order in which the Executive is compelled to disclose such Trade Secret. The Executive shall notify COMSAT NEWCO immediately of any such legal process court order in order to enable COMSAT NEWCO to contest such legal processorder's validity. After For a period of two (2) years after the termination of this Agreement, the Executive shall not use or otherwise disclose Employment Period for all Business Trade Secrets unless such information (x) becomes public knowledge other than through and for a breach period of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid legal process, in which case the Executive shall notify COMSAT immediately of any such legal process in order to enable COMSAT to contest such legal process's validity.five (b) Upon the effective date of notice of the Executive's or COMSATNEWCO's election to terminate this Agreement, or at any time upon the request of COMSATNEWCO, the Executive (or his heirs or personal representatives) shall deliver to COMSAT NEWCO (i) all documents and materials containing or otherwise relating to Trade Secrets or other information relating to COMSATNEWCO's business and affairs, and (ii) all other documents, materials and other property belonging to COMSATNEWCO, which in either case are in the possession or under the control of the Executive (or his heirs or personal representatives). The Executive shall be entitled to keep his personal records (including Rolodex) relating to COMSATNEWCO's business and affairs except to the extent those contain documents or materials described in clause (i) or (ii) of the preceding sentence, in which case Executive may retain copies for his personal and confidential use.

Appears in 1 contract

Samples: Employment Agreement (On Command Corp)

Trade Secrets; Return of Documents and Property. (a) The Executive ----------------------------------------------- acknowledges that during the course of his employment he will receive secret, confidential and proprietary information ("Trade Secrets") of COMSAT the Company and of other companies with which COMSAT the Company does business on a confidential basis and that the Executive will create and develop Trade Secrets for the benefit of COMSATthe Company. Trade Secrets shall include, without limitation, matters of a technical nature, such as scientific and engineering secretscustom databases, "know-how," formulae, secret processes or machines, inventions and inventions, computer programs (including documentation of such programs), and matters of a business nature, such as customer data and proprietary information about costs, profits, marketsmarkets and sales, sales and customer databases, and other information of a similar nature to the extent not available to the public, and plans for future development. All Trade Secrets disclosed to or created by the Executive shall be deemed to be the exclusive property of COMSATthe Company (as the context may require). The Executive acknowledges that Trade Secrets have economic value to COMSAT the Company due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of COMSAT the Company and its subsidiaries. The Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by the Executive during the term of this Agreement except (i) when the Executive uses is required to use or discloses disclose any Trade Secret in the proper course of the Executive's rendition of services to COMSAT the Company hereunder, (ii) when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when the Executive is required to disclose any Trade Secret pursuant to any valid legal processcourt order in which the Executive is compelled to disclose such Trade Secret. The Executive shall notify COMSAT the Company immediately of any such legal process court order in order to enable COMSAT the Company to contest such legal processorder's validity. After termination of this Agreement, the The Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge or is generally known in the entertainment or sports industry among executives comparable to the Executive other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid legal processcourt order, in which case the Executive shall notify COMSAT the Company immediately of any such legal process court order in order to enable COMSAT the Company to contest such legal processorder's validity. (b) Upon the effective date of notice of the Executive's or COMSATthe Company's election to terminate this Agreement, or at any time upon the request of COMSATthe Company, the Executive (or his heirs or personal representatives) shall deliver to COMSAT the Company (i) all documents and materials containing or otherwise relating to Trade Secrets or other information relating to COMSATthe Company's business and affairs, and (ii) all documents, materials and other property belonging to COMSATthe Company, which in either case are in the possession or under the control of the Executive (or his heirs or personal representatives). The Executive shall be entitled to keep his personal records (including Rolodex) relating to COMSATthe Company's business and affairs except to the extent those contain documents or materials described in clause (i) or (ii) of the preceding sentence, in which case Executive may retain copies for his personal and confidential use.

Appears in 1 contract

Samples: Employment Agreement (Ascent Entertainment Group Inc)

Trade Secrets; Return of Documents and Property. (a) The Executive acknowledges that during the course of his employment he will receive secret, confidential and proprietary information ("Trade Secrets") of COMSAT Ascent and of other companies with which COMSAT Ascent does business on a confidential basis and that the Executive will create and develop Trade Secrets for the benefit of COMSATAscent. Trade Secrets shall include, without limitation, matters (a) literary, dramatic or other works, screenplays, stories, adaptations, scripts, treatments, formats, "bibles," scenarios, characters, titles of a technical natureany kind and any rights therein, such as scientific and engineering secretscustom databases, "know-how," formulae, secret processes or machines, inventions and inventions, computer programs (including documentation of such programs) (collectively, "Technical Trade Secrets"), and (b) matters of a business nature, such as customer data and proprietary information about costs, profits, marketsmarkets and sales, sales and customer databases, and other information of a similar nature to the extent not available to the public, and plans for future developmentdevelopment (collectively, "Business Trade Secrets"). All Trade Secrets disclosed to or created by the Executive shall be deemed to be the exclusive property of COMSATAscent (as the context may require). The Executive acknowledges that Trade Secrets have economic value to COMSAT Ascent due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of COMSAT Ascent and its subsidiaries. The Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by the Executive during the term of this Agreement except (i) when the i)when Executive uses is required to use or discloses disclose any Trade Secret in the proper course of the Executive's rendition of services to COMSAT Ascent hereunder, (ii) when ii)when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when the Executive is required to disclose any Trade Secret pursuant to any valid legal processcourt order in which the Executive is compelled to disclose such Trade Secret. The Executive shall notify COMSAT Ascent immediately of any such legal process court order in order to enable COMSAT Ascent to contest such legal processorder's validity. After For a period of two (2) years after termination of this Agreementthe Employment Period for all Business Trade Secrets and for a period of five (5) years after termination of the Employment Period for all Technical Trade Secrets, the Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge or is generally known in the entertainment or sports industry among executives comparable to the Executive other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid legal processcourt order, in which case the Executive shall notify COMSAT Ascent immediately of any such legal process court order in order to enable COMSAT Ascent to contest such legal processorder's validity. (b) Upon the effective date of notice of the Executive's or COMSATAscent's election to terminate this Agreement, or at any time upon the request of COMSATAscent, the Executive (or his heirs or personal representatives) shall deliver to COMSAT Ascent (i) all documents and materials containing or otherwise relating to Trade Secrets or other information relating to COMSATAscent's business and affairs, and (ii) all documents, materials and other property belonging to COMSATAscent, which in either case are in the possession or under the control of the Executive (or his heirs or personal representatives). The Executive shall be entitled to keep his personal records (including Rolodex) relating to COMSATAscent's business and affairs except to the extent those contain documents or materials described in clause (i) or (ii) of the preceding sentence, in which case Executive may retain copies for his personal and confidential use.

Appears in 1 contract

Samples: Employment Agreement (Comsat Corp)

Trade Secrets; Return of Documents and Property. (a) The Executive acknowledges that during the course of his employment engagement he has received, and will receive continue to receive, secret, confidential and proprietary information ("Trade Secrets") of COMSAT Occidental and of other companies with which COMSAT Occidental does business on a confidential basis and that the Executive will create and develop Trade Secrets for the benefit of COMSATOccidental. Trade Secrets shall include, without limitation, matters of a technical nature, such as scientific and engineering secrets(a) custom databases, "know-how," formulae, secret processes or machines, inventions and inventions, computer programs (including documentation of such programs), and (b) matters of a business nature, such as customer data and proprietary information about costs, profits, marketsmarkets and sales, sales and customer databases, and other information of a similar nature to the extent not available to the public, and plans for future development. All Trade Secrets disclosed to or created by the Executive shall be deemed to be the exclusive property of COMSATOccidental. The Executive acknowledges that Trade Secrets have economic value to COMSAT Occidental due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of COMSAT Occidental and its subsidiaries. The Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by the Executive during the term of this Agreement his engagement by Occidental except (i) when the Executive uses is required to use or discloses disclose any Trade Secret in the proper course of the Executive's rendition of services to COMSAT Occidental hereunder, (ii) when such Trade Secret becomes public knowledge or is generally known in the industry among executives comparable to the Executive other than through a breach of this Agreement, or (iii) when the Executive is required to disclose any Trade Secret pursuant to any valid legal processcourt order in which the Executive is compelled to disclose such Trade Secret. The Executive shall notify COMSAT Occidental immediately of any such legal process court order in order to enable COMSAT Occidental to contest such legal processorder's validity. After For a period of two (2) years after termination of this Agreementor the Services Period, the Executive shall not use or otherwise disclose Trade Secrets unless such information (xi) becomes public knowledge or is generally known within Occidental’s business sector among executives comparable to the Executive other than through a breach of this Agreement, (yii) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (ziii) is required to be disclosed pursuant to any valid legal processcourt order, in which case the Executive shall notify COMSAT Occidental immediately of any such legal process court order in order to enable COMSAT Occidental to contest such legal processorder's validity. (b) Upon the effective date of written notice of the Executive's or COMSATOccidental's election to terminate this Agreement, or at any time upon the request of COMSAT, the Executive (or his heirs or personal representatives) shall deliver to COMSAT (i) Occidental all documents, materials and other property belonging to Occidental, including all documents and materials containing or otherwise relating to Trade Secrets or other information relating to COMSAT's business and affairs, and (ii) all documents, materials and other property belonging to COMSAT, which in either case are in the possession or under the control of the Executive (or his heirs or personal representatives). The Executive shall be entitled to keep his personal records (including Rolodex) relating to COMSATOccidental's business and affairs except to the extent those contain documents or materials described in clause (i) of the preceding sentence, in which case Executive may retain copies for his personal and confidential use.

Appears in 1 contract

Samples: Consulting Agreement (Occidental Development Group, Inc.)

Trade Secrets; Return of Documents and Property. (a) The Executive acknowledges that during the course of his employment he will receive secret, confidential and proprietary information ("Trade Secrets") of COMSAT Ascent and of other companies with which COMSAT Ascent does business on a confidential basis and that the Executive will create and develop Trade Secrets for the benefit of COMSATAscent. Trade Secrets shall include, without limitation, matters (i) literary, dramatic or other works, screenplays, stories, adaptations, scripts, treatments, formats, "bibles," scenarios, characters, titles of a technical natureany kind and any rights therein, such as scientific and engineering secretscustom databases, "know-how," formulae, secret processes or machines, inventions and inventions, computer programs (including documentation of such programs) (collectively, "Technical Trade Secrets"), and (ii) matters of a business nature, such as customer data and proprietary information about costs, profits, marketsmarkets and sales, sales and customer databases, and other information of a similar nature to the extent not available to the public, and plans for future developmentdevelopment (collectively, "Business Trade Secrets"). All Trade Secrets disclosed to or created by the Executive shall be deemed to be the exclusive property of COMSATAscent (as the context may require). The Executive acknowledges that Trade Secrets have economic value to COMSAT Ascent due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of COMSAT Ascent and its subsidiaries. The Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by the Executive during the term of this Agreement except (i) when the Executive uses is required to use or discloses disclose any Trade Secret in the proper course of the Executive's rendition of services to COMSAT Ascent hereunder, (ii) when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when the Executive is required to disclose any Trade Secret pursuant to any valid legal processcourt order in which the Executive is compelled to disclose such Trade Secret. The Executive shall notify COMSAT Ascent immediately of any such legal process court order in order to enable COMSAT Ascent to contest such legal processorder's validity. After For a period of two (2) years after termination of this Agreementthe Employment Period for all Business Trade Secrets and for a period of five (5) years after termination of the Employment Period for all Technical Trade Secrets, the Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge or is generally known in the entertainment or sports industry among executives comparable to the Executive other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid legal processcourt order, in which case the Executive shall notify COMSAT Ascent immediately of any such legal process court order in order to enable COMSAT Ascent to contest such legal processorder's validity. (b) Upon the effective date of notice of the Executive's or COMSATAscent's election to terminate this Agreement, or at any time upon the request of COMSATAscent, the Executive (or his heirs or personal representatives) shall deliver to COMSAT Ascent (i) all documents and materials containing or otherwise relating to Trade Secrets or other information relating to COMSATAscent's business and affairs, and (ii) all documents, materials and other property belonging to COMSATAscent, which in either case are in the possession or under the control of the Executive (or his heirs or personal representatives). The Executive shall be entitled to keep his personal records (including Rolodex) relating to COMSATAscent's business and affairs except to the extent those contain documents or materials described in clause (i) or (ii) of the preceding sentence, in which case Executive may retain copies for his personal and confidential use.

Appears in 1 contract

Samples: Employment Agreement (Ascent Entertainment Group Inc)

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Trade Secrets; Return of Documents and Property. (a) The Executive acknowledges that during the course of his employment engagement he has received, and will receive continue to receive, secret, confidential and proprietary information ("Trade Secrets") of COMSAT Occidental and of other companies with which COMSAT Occidental does business on a confidential basis and that the Executive will create and develop Trade Secrets for the benefit of COMSATOccidental. Trade Secrets shall include, without limitation, matters of a technical nature, such as scientific and engineering secrets(a) custom databases, "know-know- how," formulae, secret processes or machines, inventions and inventions, computer programs (including documentation of such programs), and (b) matters of a business nature, such as customer data and proprietary information about costs, profits, marketsmarkets and sales, sales and customer databases, and other information of a similar nature to the extent not available to the public, and plans for future development. All Trade Secrets disclosed to or created by the Executive shall be deemed to be the exclusive property of COMSATOccidental. The Executive acknowledges that Trade Secrets have economic value to COMSAT Occidental due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of COMSAT Occidental and its subsidiaries. The Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by the Executive during the term of this Agreement his engagement by Occidental except (i) when the Executive uses is required to use or discloses disclose any Trade Secret in the proper course of the Executive's rendition of services to COMSAT Occidental hereunder, (ii) when such Trade Secret becomes public knowledge or is generally known in the industry among executives comparable to the Executive other than through a breach of this Agreement, or (iii) when the Executive is required to disclose any Trade Secret pursuant to any valid legal processcourt order in which the Executive is compelled to disclose such Trade Secret. The Executive shall notify COMSAT Occidental immediately of any such legal process court order in order to enable COMSAT Occidental to contest such legal processorder's validity. After For a period of two (2) years after termination of this Agreementor the Services Period, the Executive shall not use or otherwise disclose Trade Secrets unless such information (xi) becomes public knowledge or is generally known within Occidental’s business sector among executives comparable to the Executive other than through a breach of this Agreement, (yii) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (ziii) is required to be disclosed pursuant to any valid legal processcourt order, in which case the Executive shall notify COMSAT Occidental immediately of any such legal process court order in order to enable COMSAT Occidental to contest such legal processorder's validity. (b) Upon the effective date of written notice of the Executive's or COMSATOccidental's election to terminate this Agreement, or at any time upon the request of COMSAT, the Executive (or his heirs or personal representatives) shall deliver to COMSAT (i) Occidental all documents, materials and other property belonging to Occidental, including all documents and materials containing or otherwise relating to Trade Secrets or other information relating to COMSAT's business and affairs, and (ii) all documents, materials and other property belonging to COMSAT, which in either case are in the possession or under the control of the Executive (or his heirs or personal representatives). The Executive shall be entitled to keep his personal records (including Rolodex) relating to COMSATOccidental's business and affairs except to the extent those contain documents or materials described in clause (i) of the preceding sentence, in which case Executive may retain copies for his personal and confidential use.

Appears in 1 contract

Samples: Consulting Agreement (Occidental Development Group, Inc.)

Trade Secrets; Return of Documents and Property. (a) The Executive acknowledges that during the course of his her employment he she will receive secret, confidential and proprietary information ("Trade Secrets") of COMSAT and of other companies with which COMSAT does business on a confidential basis and that the Executive will create and develop Trade Secrets for the benefit of COMSAT. Trade Secrets shall include, without limitation, matters of a technical nature, such as scientific and engineering secrets, "know-how," formulae, secret processes processe or machines, inventions and computer programs (including documentation of such programs), and matters of a business nature, such as customer data and proprietary information about costs, profits, markets, sales and customer databases, and other information of a similar nature to the extent not available to the public, and plans for future development. All Trade Secrets disclosed to or created by the Executive shall be deemed to be the exclusive property of COMSATCOMSAT (as the context may require). The Executive acknowledges that Trade Secrets have economic value to COMSAT due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of COMSAT and its subsidiaries. The Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by the Executive during the term of this Agreement except (i) when the Executive uses or discloses any Trade Secret in the proper course of the Executive's rendition of services to COMSAT hereunder, (ii) when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when the Executive is required to disclose any Trade Secret pursuant to any valid legal process. The Executive shall notify COMSAT immediately of any such legal process in order to enable COMSAT to contest such legal process's validity. After termination of this Agreement, the Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid legal process, in which case the Executive shall notify COMSAT immediately of any such legal process in order to enable COMSAT to contest such legal process's validity. (b) Upon the effective date of notice of the Executive's or COMSAT's election to terminate this Agreement, or at any time upon the request of COMSAT, the Executive (or his her heirs or personal representatives) shall deliver to COMSAT (i) all documents and materials containing or otherwise relating to Trade Secrets or other information relating to COMSAT's business and affairs, and (ii) all documents, materials and other property belonging to COMSAT, which in either case are in the possession or under the control of the Executive (or his her heirs or personal representatives). The Executive shall be entitled to keep his her personal records (including Rolodex) relating to COMSAT's business and affairs except to the extent those contain documents or materials described in clause (i) of the preceding sentence.

Appears in 1 contract

Samples: Employment Agreement (Comsat Corp)

Trade Secrets; Return of Documents and Property. (a) The Executive acknowledges that during the course of his employment he will receive secret, confidential and proprietary information ("Trade Secrets") of COMSAT the Company and its affiliates and of other companies with which COMSAT does the Company and its affiliates do business on a confidential basis and that the Executive will create and develop Trade Secrets for the benefit of COMSATthe Company and its affiliates. Trade Secrets shall include, without limitation, matters of a technical nature, such as scientific architectural and engineering secretsdata, customer and other marketing data, custom databases, "know-how," formulae, secret processes or machines, inventions and inventions, computer programs (including documentation of such programs), and matters of a business nature, such as customer data and proprietary information about costs, profits, markets, sales and customer databases, ) and other information of a similar nature to the extent not available to the public, and plans for future development. All Trade Secrets disclosed to or created by Executive during the Executive Employment Period shall be deemed to be the exclusive property of COMSATthe Company. The Executive acknowledges that Trade Secrets have economic value to COMSAT the Company due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of COMSAT the Company and its subsidiariesaffiliates. The Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by the Executive during the term of this Agreement except (i) when the Executive uses is required to use or discloses disclose any Trade Secret in the proper course of the Executive's rendition of services to COMSAT the Company or its Affiliates hereunder, (ii) when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when the Executive is required to disclose any Trade Secret pursuant to any valid legal processcourt order in which the Executive is compelled to disclose such Trade Secret. The Executive shall notify COMSAT the Company immediately of any such legal process court order in order to enable COMSAT the Company to contest such legal processorder's validity. After termination of this Agreement, the Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge or is generally known in the entertainment industry among executives comparable to the Executive other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid legal processcourt order, in which case the Executive shall notify COMSAT the Company immediately of any such legal process court order in order to enable COMSAT the Company to contest such legal processorder's validity. (b) Upon the effective date of notice of the Executive's or COMSAT's election to terminate this Agreement, or at any time upon the request of COMSAT, the Executive (or his heirs or personal representatives) shall deliver to COMSAT (i) all documents and materials containing or otherwise relating to Trade Secrets or other information relating to COMSAT's business and affairs, and (ii) all documents, materials and other property belonging to COMSAT, which in either case are in the possession or under the control of the Executive (or his heirs or personal representatives). The Executive shall be entitled to keep his personal records (including Rolodex) relating to COMSAT's business and affairs except to the extent those contain documents or materials described in clause (i) of the preceding sentence.

Appears in 1 contract

Samples: Employment Agreement (Ascent Entertainment Group Inc)

Trade Secrets; Return of Documents and Property. (a) The Executive acknowledges that during the course of his her employment he she will receive secret, confidential and proprietary information ("Trade Secrets") of COMSAT the Company and of other companies with which COMSAT the Company does business on a confidential basis and that in the course of performing services for the Company the Executive will create and develop Trade Secrets for the benefit of COMSATthe Company. Trade Secrets shall include, without limitation, matters of a technical natureliterary, such as scientific and engineering secretsdramatic or other works, screenplays, stories, adaptations, scripts, treatments, formats, "know-howbibles," formulaescenarios, secret processes or machinescharacters, inventions titles of any kind and computer programs (including documentation of such programs)any rights therein, and matters of a business nature, such as customer data and proprietary information about costs, profits, marketsmarkets and sales, sales and customer custom databases, "know-how," formulae, secret processes or machines, inventions, computer programs (including documentation of such programs), sales, company business strategies and plans and other information of a similar nature to the extent not available to the public, and plans for future development. All Trade Secrets disclosed to or created by the Executive shall be deemed to be the exclusive property of COMSATthe Company (as the context may require). The Executive acknowledges that Trade Secrets have economic value to COMSAT the Company due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of COMSAT the Company and its subsidiaries. The Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by the Executive during the term of this Agreement except (i) when the Executive uses is required to use or discloses disclose any Trade Secret in the proper course of the Executive's rendition of services to COMSAT the Company hereunder, (ii) when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when the Executive is required to disclose any Trade Secret pursuant to any valid legal processcourt order in which the Executive is compelled to disclose such Trade Secret. The Executive shall notify COMSAT the Company immediately of any such legal process court order in order to enable COMSAT the Company to contest such legal processorder's validity. After termination of this Agreement, the Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge or is generally known in the entertainment industry other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid legal processcourt order, in which case the Executive shall notify COMSAT the Company immediately of any such legal process court order in order to enable COMSAT the Company to contest such legal processorder's validity. (b) Upon the effective date of notice of the Executive's or COMSATthe Company's election to terminate this Agreement, or at any time upon the request of COMSATthe Company, the Executive (or his her heirs or personal representatives) shall deliver to COMSAT the Company (i) all documents and materials containing or otherwise relating to Trade Secrets or other information relating to COMSATthe Company's business and affairs, and (ii) all documents, materials and other property belonging to COMSATthe Company, which in either case are in the possession or under the control of the Executive (or his her heirs or personal representatives). The Executive shall be entitled to keep his her personal records (including Rolodex) relating to COMSATthe Company's business and affairs except to the extent those contain documents or materials described in clause (i) of the preceding sentence, in which case the Executive may retain copies for her personal and confidential use.

Appears in 1 contract

Samples: Employment Agreement (Ascent Entertainment Group Inc)

Trade Secrets; Return of Documents and Property. (a) The Executive acknowledges that during the course of his employment he will receive secret, confidential and proprietary information ("Trade Secrets") of COMSAT NEWCO and of other companies with which COMSAT NEWCO does business on a confidential basis and that the Executive will create and develop Trade Secrets for the benefit of COMSATNEWCO. Trade Secrets shall include, without limitation, matters (a) literary, dramatic or other works, screenplays, stories, adaptations, scripts, treatments, formats, scenarios, characters, titles of a technical nature, such as scientific any kind and engineering secretsany rights therein, "know-how," formulae, secret processes or machines, inventions and inventions, computer programs (including documentation of such programs)) (collectively, "Technical Trade Secrets") and (b) matters of a business nature, such as customer data and proprietary information about costs, profits, marketsmarkets and sales, sales and customer databases, and other information of a similar nature to the extent not available to the public, and plans for future developmentdevelopment (collectively, "Business Trade Secrets"). All Trade Secrets disclosed to or created by the Executive shall be deemed to be the exclusive property of COMSATNEWCO (as the context may require). The Executive acknowledges that Trade Secrets have economic value to COMSAT NEWCO due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of COMSAT NEWCO and its subsidiaries. The During the Employment Period, Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by the Executive during the term of this Agreement the Employment Period except (i) when the Executive uses is required to use or discloses disclose any Trade Secret in the proper course of the Executive's rendition of services to COMSAT NEWCO hereunder, (ii) when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when the Executive is required to disclose any Trade Secret pursuant to any valid legal processcourt order in which the Executive is compelled to disclose such Trade Secret. The Executive shall notify COMSAT NEWCO immediately of any such legal process court order in order to enable COMSAT NEWCO to contest such legal processorder's validity. After For a period of two (2) years after termination of this Agreementthe Employment Period for all Business Trade Secrets and for a period of five (5) years after termination of the Employment Period for all Technical Trade Secrets, the Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge or is generally known in any industry in which NEWCO conducts business among executives comparable to the Executive other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid legal processcourt order, in which case the Executive shall notify COMSAT NEWCO immediately of any such legal process court order in order to enable COMSAT NEWCO to contest such legal processorder's validity. (b) Upon the effective date of notice of the Executive's or COMSATNEWCO's election to terminate this Agreement, or at any time upon the request of COMSATNEWCO, the Executive (or his heirs or personal representatives) shall deliver to COMSAT NEWCO (i) all documents and materials containing or otherwise relating to Trade Secrets or other information relating to COMSATNEWCO's business and affairs, and (ii) all other documents, materials and other property belonging to COMSATNEWCO, which in either case are in the possession or under the control of the Executive (or his heirs or personal representatives). The Executive shall be entitled to keep his personal records (including Rolodex) relating to COMSATNEWCO's business and affairs except to the extent those contain documents or materials described in clause (i) or (ii) of the preceding sentence, in which case Executive may retain copies for his personal and confidential use.

Appears in 1 contract

Samples: Employment Agreement (Ascent Entertainment Group Inc)

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