Common use of Use and Disclosure of Confidential Information Clause in Contracts

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bank, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the Bank, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his duties of employment and that, as a result of his employment with the Company and the Bank, he has a duty of fidelity, loyalty, and trust to the Company and the Bank in safeguarding Confidential Information. The Executive further agrees that he will use his best efforts, exercise utmost diligence, and take all reasonable steps to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the Bank, Customers, Prospective Customers, or vendors or suppliers of the Company of the Bank, and that he will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his own benefit or for the benefit of another, except as required in the ordinary course of his employment by the Company and the Bank. The Executive shall follow all Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes of this Agreement, “Confidential Information” means the following:

Appears in 12 contracts

Samples: Employment Agreement (NorthEast Community Bancorp, Inc./Md/), Employment Agreement (NorthEast Community Bancorp, Inc./Md/), Employment Agreement (NorthEast Community Bancorp, Inc./Md/)

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Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company Bancorp and the Bank, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company Bancorp and the Bank have devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s Businessbusiness of the Employer, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankEmployer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his duties of employment and that, as a result of his employment with the Company Bancorp and the Bank, he has a duty of fidelity, loyalty, and trust to the Company Bancorp and the Bank in safeguarding Confidential Information. The Executive further agrees that he will use his best efforts, exercise utmost diligence, and take all reasonable steps to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company Bancorp or the Bank, Customers, Prospective Customers, or vendors or suppliers of the Company of Bancorp or the Bank, and that he will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his own benefit or for the benefit of another, except as required in the ordinary course of his employment by the Company Bancorp and the Bank. The Executive shall follow all Company Bancorp and Bank policies and procedures to protect all Confidential Information and shall take all reasonable precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes of this Agreement, “Confidential Information” means the following:

Appears in 2 contracts

Samples: Chief Executive Officer Employment Agreement (William Penn Bancorporation), Employment Agreement (William Penn Bancorporation)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bankemployment, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankEmployer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his duties of employment and that, as a result of his employment with the Company and the BankEmploying Companies, he has a duty of fidelity, loyalty, and trust to the Company and the Bank Employing Companies in safeguarding Confidential Information. The Executive further agrees that he will use his best efforts, exercise utmost diligence, and take all reasonable steps necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the BankEmployer, Customers, Prospective Customers, or vendors or suppliers of the Company of the BankEmployer, and that he will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his own benefit or for the benefit of another, except as required in the ordinary course of his employment by the Company and the BankEmploying Companies. The Executive shall follow all Employing Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable any additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or termination of the Executive’s employment with the Employing Companies. (c) From time to time, the Employer may, for its own benefit, choose to place certain Confidential Information in the public domain. The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does not change the confidential and proprietary nature of such information, and does not release the Executive from his obligations with respect to such Confidential Information” means the following:.

Appears in 2 contracts

Samples: Employment Agreement (Old National Bancorp /In/), Employment Agreement (Old National Bancorp /In/)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bankhis/her employment, he he/she will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankEmployer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his his/her duties of employment and that, as a result of his his/her employment with the Company and the BankEmploying Companies, he he/she has a duty of fidelity, loyalty, and trust to the Company and the Bank Employing Companies in safeguarding Confidential Information. The Executive further agrees that he he/she will use his his/her best efforts, exercise utmost diligence, and take all reasonable steps necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the BankEmployer, Customers, Prospective Customers, or vendors or suppliers of the Company of the BankEmployer, and that he he/she will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his his/her own benefit or for the benefit of another, except as required in the ordinary course of his his/her employment by the Company and the BankEmploying Companies. The Executive shall follow all Employing Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable any additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or termination of the Executive’s employment with the Employing Companies. (c) From time to time, the Employer may, for its own benefit, choose to place certain Confidential Information in the public domain. The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does not change the confidential and proprietary nature of such information, and does not release the Executive from his/her obligations with respect to such Confidential Information” means the following:.

Appears in 2 contracts

Samples: Employment Agreement (Old National Bancorp /In/), Employment Agreement (Old National Bancorp /In/)

Use and Disclosure of Confidential Information. (a) a. The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bankemployment, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankEmployer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his duties of employment and that, as a result of his employment with the Company and the BankEmploying Companies, he has a duty of fidelity, loyalty, loyalty and trust to the Company and the Bank Employing Companies in safeguarding Confidential Information. The Executive further agrees that he will use his best efforts, exercise utmost diligence, and take all reasonable steps necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the BankEmployer, Customers, Prospective Customers, or vendors or suppliers of the Company of the BankEmployer, and that he will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his own benefit or for the benefit of another, except as required in the ordinary course of his employment by the Company and the BankEmploying Companies. The Executive shall follow all Employing Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable any additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. b. The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (b) For purposes except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or termination of the Executive’s employment with the Employing Companies. c. From time to time, the Employer may, for its own benefit, choose to place certain Confidential Information in the public domain. The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does not change the confidential and proprietary nature of such information, and does not release the Executive from his obligations with respect to such Confidential Information” means the following:.

Appears in 2 contracts

Samples: Merger Agreement (Old National Bancorp /In/), Merger Agreement (LSB Financial Corp)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bankhis/her employment, he he/she will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s 's Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankEmployer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his his/her duties of employment and that, as a result of his his/her employment with the Company and the BankEmploying Companies, he he/she has a duty of fidelity, loyalty, and trust to the Company and the Bank Employing Companies in safeguarding Confidential Information. The Executive further agrees that he he/she will use his his/her best efforts, exercise utmost diligence, and take all reasonable steps necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the BankEmployer, Customers, Prospective Customers, or vendors or suppliers of the Company of the BankEmployer, and that he he/she will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his his/her own benefit or for the benefit of another, except as required in the ordinary course of his his/her employment by the Company and the BankEmploying Companies. The Executive shall follow all Employing Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable any additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or termination of the Executive's employment with the Employing Companies. (c) From time to time, the Employer may, for its own benefit, choose to place certain Confidential Information in the public domain. The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does not change the confidential and proprietary nature of such information, and does not release the Executive from his/her obligations with respect to such Confidential Information” means the following:.

Appears in 2 contracts

Samples: Employment Agreement (Old National Bancorp /In/), Employment Agreement (Old National Bancorp /In/)

Use and Disclosure of Confidential Information. (a) a. The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bankher employment, he she will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankEmployer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his her duties of employment and that, as a result of his her employment with the Company and the BankEmploying Companies, he she has a duty of fidelity, loyalty, loyalty and trust to the Company and the Bank Employing Companies in safeguarding Confidential Information. The Executive further agrees that he she will use his her best efforts, exercise utmost diligence, and take all reasonable steps necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the BankEmployer, Customers, Prospective Customers, or vendors or suppliers of the Company of the BankEmployer, and that he she will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his her own benefit or for the benefit of another, except as required in the ordinary course of his her employment by the Company and the BankEmploying Companies. The Executive shall follow all Employing Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable any additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. b. The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (b) For purposes except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or termination of the Executive’s employment with the Employing Companies. c. From time to time, the Employer may, for its own benefit, choose to place certain Confidential Information in the public domain. The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does not change the confidential and proprietary nature of such information, and does not release the Executive from her obligations with respect to such Confidential Information” means the following:.

Appears in 2 contracts

Samples: Merger Agreement (Old National Bancorp /In/), Merger Agreement (LSB Financial Corp)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bankhis/her employment, he he/she will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankEmployer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his his/her duties of employment and that, as a result of his his/her employment with the Company and the BankEmploying Companies, he he/she has a duty of fidelity, loyalty, and trust to the Company and the Bank Employing Companies in safeguarding Confidential Information. The Executive further agrees that he he/she will use his his/her best efforts, exercise utmost diligence, and take all reasonable steps necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the BankEmployer, Customers, Prospective Customers, or vendors or suppliers of the Company of the BankEmployer, and that he he/she will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his his/her own benefit or for the benefit of another, except as required in the ordinary course of his his/her employment by the Company and the BankEmploying Companies. The Executive shall follow all Employing Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable any additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or termination of the Executive’s employment with the Employing Companies. (c) From time to time, the Employer may, for its own benefit, choose to place certain Confidential Information in the public domain. The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does not change the confidential and proprietary nature of such information, and does not release the Executive from his/her obligations with respect to such Confidential Information” means the following:.

Appears in 2 contracts

Samples: Employment Agreement (Old National Bancorp /In/), Employment Agreement (Old National Bancorp /In/)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bankemployment, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankEmployer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his duties of employment and that, as a result of his employment with the Company and the BankEmploying Company, he has a duty of fidelity, loyalty, and trust to the Employing Company and the Bank in safeguarding Confidential Information. The Executive further agrees that he will use his best efforts, exercise utmost diligence, and take all reasonable steps necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the BankEmployer, Customers, Prospective Customers, or vendors or suppliers of the Company of the BankEmployer, and that he the Executive will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his the Executive’s own benefit or for the benefit of another, except as required in the ordinary course of his the Executive’s employment by the Company and the BankEmploying Company. The Executive shall follow all Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable any additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or termination of the Executive’s employment with the Employing Company. (c) From time to time, the Employer may, for its own benefit, choose to place certain Confidential Information in the public domain. The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does not change the confidential and proprietary nature of such information, and does not release the Executive from his obligations with respect to such Confidential Information” means the following:.

Appears in 1 contract

Samples: Merger Agreement (Old National Bancorp /In/)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bankemployment, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankEmployer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his duties of employment and that, as a result of his employment with the Company and the BankEmploying Companies, he has a duty of fidelity, loyalty, and trust to the Company and the Bank Employing Companies in safeguarding Confidential Information. The Executive further agrees that he will use his best efforts, exercise utmost diligence, and take all reasonable steps necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the BankEmployer, Customers, Prospective Customers, or vendors or suppliers of the Company of the BankEmployer, and that he will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his own benefit or for the benefit of another, except as required in the ordinary course of his employment by the Company and the BankEmploying Companies. The Executive shall follow all Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable any additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or termination of the Executive’s employment with the Employing Companies. (c) From time to time, the Employer may, for its own benefit, choose to place certain Confidential Information in the public domain. The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does not change the confidential and proprietary nature of such information, and does not release the Executive from his obligations with respect to such Confidential Information” means the following:.

Appears in 1 contract

Samples: Merger Agreement (Old National Bancorp /In/)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bankemployment, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s 's Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankEmployer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his duties of employment and that, as a result of his employment with the Company and the BankEmploying Companies, he has a duty of fidelity, loyalty, and trust to the Company and the Bank Employing Companies in safeguarding Confidential Information. The Executive further agrees that he will use his best efforts, exercise utmost diligence, and take all reasonable steps necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the BankEmployer, Customers, Prospective Customers, or vendors or suppliers of the Company of the BankEmployer, and that he will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his own benefit or for the benefit of another, except as required in the ordinary course of his employment by the Company and the BankEmploying Companies. The Executive shall follow all Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable any additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or termination of the Executive's employment with the Employing Companies. (c) From time to time, the Employer may, for its own benefit, choose to place certain Confidential Information in the public domain. The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does not change the confidential and proprietary nature of such information, and does not release the Executive from his obligations with respect to such Confidential Information” means the following:.

Appears in 1 contract

Samples: Merger Agreement (Monroe Bancorp)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bankhis/her employment, he he/she will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s 's Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankEmployer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his his/her duties of employment and that, as a result of his his/her employment with the Company and the BankEmploying Company, he he/she has a duty of fidelity, loyalty, and trust to the Employing Company and the Bank in safeguarding Confidential Information. The Executive further agrees that he he/she will use his his/her best efforts, exercise utmost diligence, and take all reasonable steps necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the BankEmployer, Customers, Prospective Customers, or vendors or suppliers of the Company of the BankEmployer, and that he he/she will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his his/her own benefit or for the benefit of another, except as required in the ordinary course of his his/her employment by the Company and the BankEmploying Company. The Executive shall follow all Employing Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable any additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or termination of the Executive's employment with the Employing Company. (c) From time to time, the Employer may, for its own benefit, choose to place certain Confidential Information in the public domain. The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does not change the confidential and proprietary nature of such information, and does not release the Executive from his/her obligations with respect to such Confidential Information. (d) Notwithstanding the foregoing, nothing in this Agreement prohibits, limits, or restricts, or shall be construed to prohibit, limit, or restrict, Executive from exercising any legally protected whistleblower rights (including pursuant to Section 21F of the Exchange Act and the rules and regulations thereunder), without notice to or consent from the Company. Moreover, the federal Defend Trade Secrets Act of 2016 immunizes Executive against criminal and civil liability under federal or state trade secret laws - under certain circumstances - if Executive discloses a trade secret for the purpose of reporting a suspected violation of law. Immunity is available if Executive discloses a trade secret in either of these two circumstances: (1) Executive discloses the trade secret (a) in confidence, (b) directly or indirectly to a government official (federal, state or local) or to a lawyer, and (c) solely for the purpose of reporting or investigating a suspected violation of law; or (2) In a legal proceeding, Executive discloses the trade secret in the complaint or other documents filed in the case, so long as the document is filed “under sealmeans (meaning that it is not accessible to the following:public).

Appears in 1 contract

Samples: Employment Agreement (Old National Bancorp /In/)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his her employment with the Company and the BankEmployers, he she will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank Employers have devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the business of the Bank and the Company’s Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the Bank, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his her duties of employment and that, as a result of his her employment with the Company and the BankEmployers, he she has a duty of fidelity, loyalty, and trust to the Company Bank and the Bank Company in safeguarding Confidential Information. The Executive further agrees that he she will use his her best efforts, exercise utmost diligence, and take all reasonable steps to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or Bank and the BankCompany, Customers, Prospective Customers, or vendors or suppliers of the Company of Bank and the BankCompany, and that he she will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his her own benefit or for the benefit of another, except as required in the ordinary course of his her employment by the Company and the BankEmployers. The Executive shall follow all Company and Bank Employers’ policies and procedures to protect all Confidential Information and shall take all reasonable precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes of this Agreement, “Confidential Information” means the following:

Appears in 1 contract

Samples: Chief Financial Officer Employment Agreement (Winchester Bancorp, Inc./Md/)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his her employment with the Company and the Bank, he she will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the Bank, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his her duties of employment and that, as a result of his her employment with the Company and the Bank, he she has a duty of fidelity, loyalty, and trust to the Company and the Bank in safeguarding Confidential Information. The Executive further agrees that he she will use his her best efforts, exercise utmost diligence, and take all reasonable steps to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the Bank, Customers, Prospective Customers, or vendors or suppliers of the Company of the Bank, and that he she will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his her own benefit or for the benefit of another, except as required in the ordinary course of his her employment by the Company and the Bank. The Executive shall follow all Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes of this Agreement, “Confidential Information” means the following:

Appears in 1 contract

Samples: Employment Agreement (Columbia Financial, Inc.)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bankemployment, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s 's Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankEmployer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his duties of employment and that, as a result of his employment with the Company and the BankEmploying Company, he has a duty of fidelity, loyalty, and trust to the Employing Company and the Bank in safeguarding Confidential Information. The Executive further agrees that he will use his best efforts, exercise utmost diligence, and take all reasonable steps necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the BankEmployer, Customers, Prospective Customers, or vendors or suppliers of the Company of the BankEmployer, and that he the Executive will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his the Executive’s own benefit or for the benefit of another, except as required in the ordinary course of his the Executive’s employment by the Company and the BankEmploying Company. The Executive shall follow all Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable any additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or termination of the Executive's employment with the Employing Company. (c) From time to time, the Employer may, for its own benefit, choose to place certain Confidential Information in the public domain. The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does not change the confidential and proprietary nature of such information, and does not release the Executive from his obligations with respect to such Confidential Information” means the following:.

Appears in 1 contract

Samples: Merger Agreement (Indiana Community Bancorp)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bankher employment, he she will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s 's Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankEmployer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his her duties of employment and that, as a result of his her employment with the Company and the BankEmploying Companies, he she has a duty of fidelity, loyalty, and trust to the Company and the Bank Employing Companies in safeguarding Confidential Information. The Executive further agrees that he she will use his her best efforts, exercise utmost diligence, and take all reasonable steps necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the BankEmployer, Customers, Prospective Customers, or vendors or suppliers of the Company of the BankEmployer, and that he she will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his her own benefit or for the benefit of another, except as required in the ordinary course of his her employment by the Company and the BankEmploying Companies. The Executive shall follow all Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable any additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. . The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (b) For purposes except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or termination of the Executive's employment with the Employing Companies. From time to time, the Employer may, for its own benefit, choose to place certain Confidential Information in the public domain. The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does not change the confidential and proprietary nature of such information, and does not release the Executive from her obligations with respect to such Confidential Information” means the following:.

Appears in 1 contract

Samples: Severance Agreement (Old National Bancorp /In/)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his her employment with the Company Bancorp and the Bank, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company Bancorp and the Bank have devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s Businessbusiness of the Employer, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankEmployer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his her duties of employment and that, as a result of his her employment with the Company Bancorp and the Bank, he has a duty of fidelity, loyalty, and trust to the Company Bancorp and the Bank in safeguarding Confidential Information. The Executive further agrees that he will use his her best efforts, exercise utmost diligence, and take all reasonable steps to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company Bancorp or the Bank, Customers, Prospective Customers, or vendors or suppliers of the Company of Bancorp or the Bank, and that he will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his her own benefit or for the benefit of another, except as required in the ordinary course of his her employment by the Company Bancorp and the Bank. The Executive shall follow all Company Bancorp and Bank policies and procedures to protect all Confidential Information and shall take all reasonable precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes of this Agreement, “Confidential Information” means the following:

Appears in 1 contract

Samples: Employment Agreement (William Penn Bancorporation)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bankemployment, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s, the Bank’s Businessor their affiliates’ business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the Bank, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his duties of employment and that, as a result of his employment with the Company and the Bank, he has a duty of fidelity, loyalty, and trust to the Company and the Bank in safeguarding Confidential Information. The Executive further agrees that he will use his best efforts, exercise utmost diligence, and take all reasonable steps reasonably necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the Bank, Customers, Prospective Customers, or vendors or suppliers of the Company of the BankBank or Company, and that he will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his own benefit or for the benefit of another, except as required in the ordinary course of his employment or service by or with the Company and Bank or the BankCompany. The Executive shall follow all Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable any additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure by Executive, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or termination of the Executive’s employment with the Bank. (c) From time to time, the Bank may, for its own benefit, choose to place certain Confidential Information in the public domain. The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does not change the confidential and proprietary nature of such information, and does not release the Executive from his obligations with respect to such Confidential Information” means . (d) Notwithstanding the following:foregoing, nothing in this Agreement prohibits, limits, or restricts, or shall be construed to prohibit, limit, or restrict, Executive from exercising any legally protected whistleblower rights (including pursuant to Section 21F of the Exchange

Appears in 1 contract

Samples: Employment Agreement (Amerant Bancorp Inc.)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bankemployment, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankCompany, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his duties of employment and that, as a result of his employment with the Company and the BankCompany, he has a duty of fidelity, loyalty, and trust to the Company and the Bank in safeguarding Confidential Information. The Executive further agrees that he will use his best efforts, exercise utmost diligence, and take all reasonable steps to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the BankCompany, Customers, Prospective Customers, or vendors or suppliers of the Company of the BankCompany, and that he will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his own benefit or for the benefit of another, except as required in the ordinary course of his employment by the Company and the BankCompany. The Executive shall follow all Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of this Agreement, “Confidential Information” means Agreement and such use or disclosure is known to the following:Executive) and shall survive the termination of this Agreement and/or termination of the Executive’s employment with the Company.

Appears in 1 contract

Samples: Employment Agreement (New York Community Bancorp Inc)

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Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bankemployment, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s 's Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankEmployer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his duties of employment and that, as a result of his employment with the Company and the BankEmploying Companies, he has a duty of fidelity, loyalty, and trust to the Company and the Bank Employing Companies in safeguarding Confidential Information. The Executive further agrees that he will use his best efforts, exercise utmost diligence, and take all reasonable steps necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the BankEmployer, Customers, Prospective Customers, or vendors or suppliers of the Company of the BankEmployer, and that he will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his own benefit or for the benefit of another, except as required in the ordinary course of his employment by the Company and the BankEmploying Companies. The Executive shall follow all Employing Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable any additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. . The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (b) For purposes except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or termination of the Executive's employment with the Employing Companies. From time to time, the Employer may, for its own benefit, choose to place certain Confidential Information in the public domain. The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does not change the confidential and proprietary nature of such information, and does not release the Executive from his obligations with respect to such Confidential Information” means the following:.

Appears in 1 contract

Samples: Employment Agreement (Old National Bancorp /In/)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his the Executive's employment with the Company and Employer, the Bank, he Executive will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s Businessbusiness of the Employer, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankEmployer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his the Executive's duties of employment and that, as a result of his the Executive’s employment with the Company and Employer, the Bank, he Executive has a duty of fidelity, loyalty, and trust to the Company Employer and the Bank in safeguarding Confidential Information. The Executive further agrees that he the Executive will use his the Executive's best efforts, exercise utmost diligence, and take all reasonable steps to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the Holding Company, Bank, Customers, Prospective Customers, or vendors or suppliers of the Holding Company of or the Bank, and that he the Executive will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his the Executive's own benefit or for the benefit of another, except as required in the ordinary course of his the Executive's employment by the Company and the BankEmployer. The Executive shall follow all Holding Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information.. ​ (b) For purposes of this Agreement, "Confidential Information" means the following:

Appears in 1 contract

Samples: Change in Control Agreement (Gouverneur Bancorp, Inc./Md/)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the BankEmployers, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank Employers have devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the business of the Bank and the Company’s Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or Bank and the BankCompany, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his duties of employment and that, as a result of his employment with the Company and the BankEmployers, he has a duty of fidelity, loyalty, and trust to the Company Bank and the Bank Company in safeguarding Confidential Information. The Executive further agrees that he will use his best efforts, exercise utmost diligence, and take all reasonable steps to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or Bank and the BankCompany, Customers, Prospective Customers, or vendors or suppliers of the Company of Bank and the BankCompany, and that he will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his own benefit or for the benefit of another, except as required in the ordinary course of his employment by the Company and the BankEmployers. The Executive shall follow all Company and Bank Employers’ policies and procedures to protect all Confidential Information and shall take all reasonable precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes of this Agreement, “Confidential Information” means the following:

Appears in 1 contract

Samples: Chief Executive Officer Employment Agreement (Winchester Bancorp, Inc./Md/)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bankemployment, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankEmployer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his duties of employment and that, as a result of his employment with the Company and the BankEmploying Company, he has a duty of fidelity, loyalty, and trust to the Employing Company and the Bank in safeguarding Confidential Information. The Executive further agrees that he will use his best efforts, exercise utmost diligence, and take all reasonable steps necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the BankEmployer, Customers, Prospective Customers, or vendors or suppliers of the Company of the BankEmployer, and that he will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his own benefit or for the benefit of another, except as required in the ordinary course of his employment by the Company and the BankEmploying Company. The Executive shall follow all Employing Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable any additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or termination of the Executive’s employment with the Employing Company. (c) From time to time, the Employer may, for its own benefit, choose to place certain Confidential Information in the public domain. The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does not change the confidential and proprietary nature of such information, and does not release the Executive from his obligations with respect to such Confidential Information” means the following:.

Appears in 1 contract

Samples: Merger Agreement (Old National Bancorp /In/)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bankemployment, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s 's Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankEmployer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his duties of employment and that, as a result of his employment with the Company and the BankEmploying Company, he has a duty of fidelity, loyalty, and trust to the Employing Company and the Bank in safeguarding Confidential Information. The Executive further agrees that he will use his best efforts, exercise utmost diligence, and take all reasonable steps necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the BankEmployer, Customers, Prospective Customers, or vendors or suppliers of the Company of the BankEmployer, and that he will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his own benefit or for the benefit of another, except as required in the ordinary course of his employment by the Company and the BankEmploying Company. The Executive shall follow all Employing Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable any additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or termination of the Executive's employment with the Employing Company. (c) From time to time, the Employer may, for its own benefit, choose to place certain Confidential Information in the public domain. The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does not change the confidential and proprietary nature of such information, and does not release the Executive from his obligations with respect to such Confidential Information” means the following:.

Appears in 1 contract

Samples: Merger Agreement (Indiana Community Bancorp)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bank, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the Bank, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his duties of employment and that, as a result of his employment with the Company and the Bank, he has a duty of fidelity, loyalty, and trust to the Company and the Bank in safeguarding Confidential Information. The Executive further agrees that he will use his best efforts, exercise utmost diligence, and take all reasonable steps to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the Bank, Customers, Prospective Customers, or vendors or suppliers of the Company of the Bank, and that he will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his own benefit or for the benefit of another, except as required in the ordinary course of his employment by the Company and the Bank. The Executive shall follow all Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes of this Agreement, “Confidential Information” means the following:

Appears in 1 contract

Samples: Employment Agreement (ECB Bancorp, Inc. /MD/)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bankhis/her employment, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankEmployer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his his/her duties of employment and that, as a result of his his/her employment with the Company and the BankEmploying Companies, he has a duty of fidelity, loyalty, and trust to the Company and the Bank Employing Companies in safeguarding Confidential Information. The Executive further agrees that he will use his his/her best efforts, exercise utmost diligence, and take all reasonable steps necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the BankEmployer, Customers, Prospective Customers, or vendors or suppliers of the Company of the BankEmployer, and that he will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his his/her own benefit or for the benefit of another, except as required in the ordinary course of his his/her employment by the Company and the BankEmploying Companies. The Executive shall follow all Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable any additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or termination of the Executive’s employment with the Employing Companies. (c) From time to time, the Employer may, for its own benefit, choose to place certain Confidential Information in the public domain. The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does not change the confidential and proprietary nature of such information, and does not release the Executive from his/her obligations with respect to such Confidential Information” means the following:.

Appears in 1 contract

Samples: Severance/Change of Control Agreement (Old National Bancorp /In/)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bankhis/her employment, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s 's Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankEmployer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his his/her duties of employment and that, as a result of his his/her employment with the Company and the BankEmploying Companies, he has a duty of fidelity, loyalty, and trust to the Company and the Bank Employing Companies in safeguarding Confidential Information. The Executive further agrees that he will use his his/her best efforts, exercise utmost diligence, and take all reasonable steps necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the BankEmployer, Customers, Prospective Customers, or vendors or suppliers of the Company of the BankEmployer, and that he will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his his/her own benefit or for the benefit of another, except as required in the ordinary course of his his/her employment by the Company and the BankEmploying Companies. The Executive shall follow all Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable any additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or termination of the Executive's employment with the Employing Companies. (c) From time to time, the Employer may, for its own benefit, choose to place certain Confidential Information in the public domain. The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does not change the confidential and proprietary nature of such information, and does not release the Executive from his/her obligations with respect to such Confidential Information” means the following:.

Appears in 1 contract

Samples: Severance/Change of Control Agreement (Old National Bancorp /In/)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bankemployment, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankEmployer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his duties of employment and that, as a result of his employment with the Company and the BankEmploying Companies, he has a duty of fidelity, loyalty, and trust to the Company and the Bank Employing Companies in safeguarding Confidential Information. The Executive further agrees that he will use his best efforts, exercise utmost diligence, and take all reasonable steps necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the BankEmployer, Customers, Prospective Customers, or vendors or suppliers of the Company of the BankEmployer, and that he will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his own benefit or for the benefit of another, except as required in the ordinary course of his employment by the Company and the BankEmploying Companies. The Executive shall follow all Employing Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable any additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or termination of the Executive’s employment with the Employing Companies. (c) From time to time, the Employer may, for its own benefit, choose to place certain Confidential Information in the public domain. The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does not change the confidential and proprietary nature of such information, and does not release the Executive from his obligations with respect to such Confidential Information” means the following:.

Appears in 1 contract

Samples: Employment Agreement (Old National Bancorp /In/)

Use and Disclosure of Confidential Information. (a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bankhis/her employment, he he/she will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankEmployer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his his/her duties of employment and that, as a result of his his/her employment with the Company and the BankEmploying Companies, he he/she has a duty of fidelity, loyalty, and trust to the Company and the Bank Employing Companies in safeguarding Confidential Information. The Executive further agrees that he he/she will use his his/her best efforts, exercise utmost diligence, and take all reasonable steps necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or the BankEmployer, Customers, Prospective Customers, or vendors or suppliers of the Company of the BankEmployer, and that he the Executive will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his the Executive’s own benefit or for the benefit of another, except as required in the ordinary course of his the Executive’s employment by the Company and the BankEmploying Companies. The Executive shall follow all Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable any additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or termination of the Executive’s employment with the Employing Companies. (c) From time to time, the Employer may, for its own benefit, choose to place certain Confidential Information in the public domain. The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does not change the confidential and proprietary nature of such information, and does not release the Executive from his/her obligations with respect to such Confidential Information” means the following:.

Appears in 1 contract

Samples: Severance Agreement (Old National Bancorp /In/)

Use and Disclosure of Confidential Information. (a) The Executive Participant acknowledges and agrees that (i) by virtue of his employment with the Company and the BankParticipant’s employment, he Participant will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company’s 's Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company or the BankCompany, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive Participant agrees that (i) the preservation and protection of Confidential Information is an essential part of his Participant’s duties of employment and that, as a result of his Participant’s employment with the Company and the BankEmploying Companies, he Participant has a duty of fidelity, loyalty, and trust to the Company and the Bank Employing Companies in safeguarding Confidential Information. The Executive Participant further agrees that he Participant will use his Participant’s best efforts, exercise utmost diligence, and take all reasonable steps necessary to protect and safeguard Confidential Information, whether such information derives from the ExecutiveParticipant, other employees of the Company or the BankCompany, Customers, Prospective Customers, or vendors or suppliers of the Company of the BankCompany, and that he Participant will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his Participant own benefit or for the benefit of another, except as required in the ordinary course of his Participant’s employment by the Company and the BankEmploying Companies. The Executive Participant shall follow all Employing Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable any additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information. (b) For purposes The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or termination of the Participant's employment with the Employing Companies. (c) From time to time, the Company may, for its own benefit, choose to place certain Confidential Information in the public domain. The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does not change the confidential and proprietary nature of such information, and does not release the Participant from Participant’s obligations with respect to such Confidential Information. (d) Notwithstanding the foregoing, nothing in this Agreement prohibits, limits, or restricts, or shall be construed to prohibit, limit, or restrict, Participant from exercising any legally protected whistleblower rights (including pursuant to Section 21F of the Exchange Act and the rules and regulations thereunder), without notice to or consent from the Company. Moreover, the federal Defend Trade Secrets Act of 2016 immunizes Participant against criminal and civil liability under federal or state trade secret laws - under certain circumstances - if Participant discloses a trade secret for the purpose of reporting a suspected violation of law. Immunity is available if Participant discloses a trade secret in either of these two circumstances: (1) Participant discloses the trade secret (a) in confidence, (b) directly or indirectly to a government official (federal, state or local) or to a lawyer, and (c) solely for the purpose of reporting or investigating a suspected violation of law; or (2) In a legal proceeding, Participant discloses the trade secret in the complaint or other documents filed in the case, so long as the document is filed “under sealmeans (meaning that it is not accessible to the following:public).

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Old National Bancorp /In/)

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