Xxxxxxx Confidential Information Sample Clauses

Xxxxxxx Confidential Information. Protagonist shall, within [ * ] after the effective date of expiration or termination of this Agreement, and at Protagonist’s expense, return or destroy, at Xxxxxxx’x election, all Confidential Information of Xxxxxxx (provided that (i) Protagonist may keep one copy of such Confidential Information subject to an ongoing obligation of confidentiality for archival purposes only, (ii) it is acknowledged that, with regard to any such Confidential Information disclosed to subcontractors, consultants, agents, advisors and other Third Parties as permitted by Section 9.3, Protagonist’s use of Commercially Reasonable Efforts to return or destroy such Confidential Information shall satisfy its obligation under this Section 12.6.3, and [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended.
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Xxxxxxx Confidential Information. 3.1 To the extent that any User has access to any information which is proprietary or confidential to HSeLanD (“Confidential Information”), they shall hold such Confidential Information in confidence and, unless required by law, not make such Confidential Information available to any third party, or use such Confidential Information for any purpose other than the implementation of these Terms. Each User shall take all reasonable steps to ensure that Confidential Information to which they have access is not disclosed or distributed by their employees or agents in violation of the terms of this Clause.
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Xxxxxxx Confidential Information. AspenTech acknowledges and agrees that in the course of this Agreement, Xxxxxxx may provide AspenTech with confidential information of Xxxxxxx or its clients (including clients who are AspenTech licensees). If AspenTech obtains any such confidential Information, AspenTech shall not provide or otherwise disclose it to any third party and shall restrict any and all use of the information solely as necessary to verify compliance by Xxxxxxx with the terms of this Agreement.
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Xxxxxxx Confidential Information. Protagonist shall, within [ * ] after the effective date of expiration or termination of this Agreement, and at Protagonist’s expense, return or destroy, at Xxxxxxx’x election, all Confidential Information of Xxxxxxx (provided that (i) Protagonist may keep one copy of such Confidential Information subject to an ongoing obligation of confidentiality for archival purposes only, (ii) it is acknowledged that, with regard to any such Confidential Information disclosed to subcontractors, consultants, agents, advisors and other Third Parties as permitted by Section 9.3, Protagonist’s use of Commercially Reasonable Efforts to return or destroy such Confidential Information shall satisfy its obligation under this Section 12.5.2, and (iii) Protagonist may retain and continue to use Confidential Information of Xxxxxxx to practice any licenses and other rights granted to Protagonist under this Agreement that expressly survive expiration or termination of this Agreement).
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Xxxxxxx Confidential Information. “Confidential Information” shall mean all business information of the Company that is disclosed or furnished to Employee by the Company or any of its directors, employees, representatives, agents, successors, assigns, nominees or its ​ representatives, whether in writing, oral, electronic, website-based or other form, and includes any copies, reports, analyses, compilations, studies, notes, interpretations or other documents prepared by the Company which contain, otherwise reflect or are generated from such information. Confidential Information further includes, but is not limited to, proprietary information, technical data, formulae, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists, customer related data, markets, software, developments, inventions, processes, technology, designs, drawings, hardware configuration information, marketing, finances or other business information disclosed to Employee by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. The Employee understands that Confidential Information does not include any of the foregoing items that have become publicly known and made generally available through no wrongful act of the Employee or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof. The Confidential Information shall be kept in confidence and Employee will not disclose any of the Confidential Information in any manner whatsoever except as may be directed by officers of the Company and only for the benefit of the Company. The Employee agrees at all times during the term of his/her employment and thereafter, to hold in strictest confidence, and not to use, except for the exclusive benefit of the Company and only with the express permission of the Company, or to disclose to any person, firm or entity without written authorization of an authorized officer of the Company, any Confidential Information.
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Xxxxxxx Confidential Information. Customer acknowledges that, during the term of a Service Agreement, it may obtain information relating to the Service and to the Company which is of a confidential and proprietary nature. Such proprietary information may include, but is not limited to, trade secrets, know how, invention techniques, processes, programs, schematics, software source documents, data, financial information, and sales and marketing plans. Customer shall at all times, both during the term of a Service Agreement and for a period of at least three (3) years after its termination, keep in trust and confidence all such proprietary information, and shall not use such proprietary information other than to carry out its rights under a Service Agreement with respect to the service provided, and shall not disclose any such proprietary information without the Company’s written consent. Neither party shall disclose, advertise, or publish the terms and conditions of a Service Agreement without the prior written consent of the other party.
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Related to Xxxxxxx Confidential Information

  • Scope of Confidential Information Executive acknowledges that the Company has developed, and will during the term of Executive’s employment continue to develop, substantial, confidential, competitively valuable information and other intangible or “intellectual property” in connection with its business, some or all of which is proprietary to the Company, (collectively, the “Confidential Information”). Without limiting the generality of the preceding sentence, Executive expressly recognizes and agrees that, subject to the remainder of this Section 5.2, the following items, and all copies, summaries, extracts or derivative works thereof, are entitled to trade secret protection and constitute Confidential Information under this Agreement, whether developed prior to the date hereof or thereafter, and whether with the assistance of Executive or otherwise: (i) the Company’s proprietary computer software, databases and lists of customers, prospects, candidates, and employees; employee applications; skills inventory sheets and similar summaries of employee qualifications, as well as employee compensation; customer ordering habits, billing rates, buying preferences, and short term needs; sales reports and analysis; (ii) employee reports and analysis; customer job orders and profit margin data; businesses processes, methods of operation and sales techniques; (iii) statistical information regarding the Company; (iv) financial information of the Company and its customers that is not publicly available; (v) specially negotiated terms and pricing with vendors and customers; (vi) research and development, business projects, strategic business plans, and strategies; products and solution services offered to customers; and (vii) any other non-public information of the Company that gives the Company a competitive advantage by virtue of it not being generally known. Notwithstanding the foregoing, the Confidential Information shall not include (a) any information which is or becomes publicly available, other than as a result of the wrongful action of Executive or his agents; (b) any information independently developed by Executive subsequent to the Date of Termination; (c) any information made available to Executive following the termination of Executive’s employment from a third party not known by Executive to be under binder of confidentiality to the Company with regard thereto or (d) any information as to which the Company specifically waives its rights hereunder pursuant to an instrument in writing.

  • Maintaining Confidential Information Executive reaffirms his obligations under the Confidentiality Agreement. Executive acknowledges and agrees that the payments provided in Section 3 above shall be subject to Executive’s continued compliance with Executive’s obligations under the Confidentiality Agreement.

  • Non-Confidential Information The term “Confidential Information” shall not include any information which: (i) is in the public domain at the time of disclosure or enters the public domain following disclosure through no fault of the receiving Party, (ii) the receiving Party, through competent evidence, can demonstrate knowledge prior to disclosure, (iii) is disclosed to the receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality or (iv) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information as evidenced by the written records of the receiving Party.

  • Company Confidential Information The Subscriber acknowledges that the Company is engaged in business development including programs of research and development and the marketing of products and services. The Subscriber also recognizes the importance of protecting the Company’s trade secrets, confidential information and other proprietary information and related rights acquired through such Company’s expenditure of time, effort and money. Therefore, in consideration of the Company permitting the Subscriber to submit this subscription and have access to the Company’s information and/or Company’s confidential information otherwise coming to the Subscriber, the Subscriber agrees to be bound by the following terms and conditions with respect to the Company:

  • Secret Processes and Confidential Information For the Employment Term and thereafter (a) the Employee will not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to both the Company and the Subsidiary of any such order), directly or indirectly, other than in the regular and proper course of business of the Company and/or the Subsidiary, any confidential knowledge or information with respect to the operations or finances of the Subsidiary or the Company or any of their subsidiaries or Affiliates, or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company and/or the Subsidiary, and (b) the Employee will not use, directly or indirectly, any confidential information for the benefit of anyone other than the Company and/or the Subsidiary; provided, however, that the Employee has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the public other than through disclosure by the Employee. To the greatest extent possible, any Work Product (as hereinafter defined) shall be deemed to be "work made for hire" (as defined in the Copyright Act, 17 U.S.C.A. ss. 101 et seq., as amended) and owned exclusively by the Subsidiary. The Employee hereby unconditionally and irrevocably transfers and assigns to the Subsidiary all right, title and interest the Employee may currently have or in the future may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks, service marks and other intellectual property rights. The Employee agrees to execute and deliver to the Subsidiary any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate to vest complete title and ownership of any Work Product, and all rights therein, exclusively in the Subsidiary. During the term of this Agreement and thereafter, Employee shall not take any action to disparage or criticize to any third parties any of the services of the Company and/or the Subsidiary or to commit any other action that injures or hinders the business relationships of the Company and/or the Subsidiary. All files, records, documents, memorandums, notes or other documents relating to the business of Company and/or the Subsidiary, whether prepared by Employee or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of Company and shall be delivered to Company and not retained by Employee upon termination of this Agreement for any reason whatsoever.

  • Return of Confidential Information Upon termination or expiration of this Agreement, the Receiving Party shall return all copies of the Disclosing Party’s confidential information (with the exception of 1 archival copy for the purpose of compliance with these obligations) or remove same from all media and destroy same.

  • Trade Secrets and Confidential Information The Executive represents and warrants that: (i) the Executive is not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive from performing the Executive’s Duties for the Company or otherwise complying with this Agreement, and (ii) the Executive is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. The Executive agrees that the Executive will not: (1) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (2) during the Executive’s employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by the Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3) upon the Executive’s resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in the Executive’s possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s written consent. The obligations under this subsection A shall: (I) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (II) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

  • Inventions and Confidential Information The parties hereto recognize that a major need of the Company is to preserve its specialized knowledge, trade secrets, and confidential information. The strength and good will of the Company is derived from the specialized knowledge, trade secrets, and confidential information generated from experience with the activities undertaken by the Company and its subsidiaries. The disclosure of this information and knowledge to competitors would be beneficial to them and detrimental to the Company, as would the disclosure of information about the marketing practices, pricing practices, costs, profit margins, design specifications, analytical techniques, and similar items of the Company and its subsidiaries. The Employee acknowledges that the proprietary information, observations and data obtained by him while employed by the Company concerning the business or affairs of the Company are the property of the Company. By reason of his being a senior executive of the Company, the Employee has or will have access to, and has obtained or will obtain, specialized knowledge, trade secrets and confidential information about the Company’s operations and the operations of its subsidiaries, which operations extend throughout the United States. Therefore, subject to the provisions of Section 14 hereof, the Employee hereby agrees as follows, recognizing that the Company is relying on these agreements in entering into this Agreement:

  • Access to Confidential Information Each party acknowledges that the other party, its employees or agents, may be given access to Confidential Information relating to the other parties' business or the operation of this Agreement or any negotiations relating to this Agreement.

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