Proprietary Information and Confidentiality. Both before and during the term of Executive’s employment, Executive will have access to and become acquainted with Company confidential and proprietary information (together “Proprietary Information”), including but not limited to information or plans concerning the Company’s products and technologies; customer relationships; personnel; sales, marketing and financial operations and methods; trade secrets; formulae and secret developments and inventions; processes; and other compilations of information, records, and specifications. Executive will not disclose any of the Proprietary Information directly or indirectly, or use it in any way, either during his/her employment pursuant to this Agreement or at any time thereafter, except as reasonably required or specifically requested in the course of his/her employment with the Company or as authorized in writing by the Company. Notwithstanding the foregoing, Proprietary Information does not include information that is otherwise publicly known or available, provided it has not become public as a result of a breach of this Agreement or any other agreement Executive has to keep information confidential. It is not a breach of this Agreement for Executive to disclose Proprietary Information (i) pursuant to an order of a court or other governmental or legal body or (ii) in connection with Protected Activity (as defined below). Executive understands that nothing in this Agreement shall in any way limit or prohibit Executive from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”). Executive understands that in connection with such Protected Activity, Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding, in making any such disclosures or communications, Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Proprietary Information to any parties other...
Proprietary Information and Confidentiality. Both before and during the term of Executive’s employment, Executive will have access to and become acquainted with Company confidential and proprietary information (together “Proprietary Information”), including but not limited to information or plans concerning the Company’s products and technologies; customer relationships; personnel; sales, marketing and financial operations and methods; trade secrets; formulae and secret developments and inventions; processes; and other compilations of information, records, and specifications. Executive will not disclose any of the Proprietary Information directly or indirectly, or use it in any way, either during his/her employment pursuant to this Agreement or at any time thereafter, except as reasonably required or specifically requested in the course of his/her employment with the Company or as authorized in writing by the Company. Notwithstanding the foregoing, Proprietary Information does not include information that is otherwise publicly known or available, provided it has not become public as a result of a breach of this Agreement or any other agreement Executive has to keep information confidential. It is not a breach of this Agreement for Executive to disclose Proprietary Information pursuant to an order of a court or other governmental or legal body.
Proprietary Information and Confidentiality. During the term of Executive’s employment, Executive will have access to and become acquainted with Company confidential and proprietary information (together “Proprietary Information”), including but not limited to information or plans concerning the Company’s customer relationships; personnel; sales, marketing and financial operations and methods; trade secrets, formulae, devices; secret inventions; processes; and other compilations of information, records, and specifications. Executive will not disclose any of the Proprietary Information directly or indirectly, or use it in any way, either during the term of this Agreement or at any time thereafter, except as reasonably required or specifically requested in the course of his employment with the Company or as authorized in writing by the Company. Notwithstanding, Proprietary Information does not include information that is otherwise publicly known or available, provided it has not become public as a result of Executive’s breach of this Agreement or any other agreement to keep it confidential. It is not a breach of this Agreement for Executive to disclose Proprietary Information pursuant to order of a court or other governmental or legal body, however Executive must give the Company written notice of any request to disclose Proprietary Information within five days of receiving such a request in order to allow the Company time to take proper action to attempt to prevent such a disclosure. All files, records, documents, computer-recorded or electronic information, drawings, specifications, equipment, and similar items, in each case relating to Company business, whether prepared by Executive or otherwise coming into his possession, will remain the Company’s exclusive property and will not be removed from Company premises under any circumstances whatsoever without the Company’s prior written consent, except when, and only for the period, necessary to carry out Executive’s duties hereunder, and if removed, will be immediately returned to the Company on termination of employment, and Executive will keep no copies thereof.
Proprietary Information and Confidentiality. 1.1. Employee is aware that in the course of Employee’s employment with Company and/or in direct connection therewith Employee had and will continue to have access to, and be entrusted with, technical, proprietary, sales, legal and financial data and information in direct connection with the affairs and business of Company, its affiliates, customers and suppliers, and including information received by Company from any third party subject to obligations of confidentiality towards said third party, all of which such data and information, whether documentary, written, oral or computer generated, shall be deemed to be, and referred to as “Proprietary Information”, which, by way of illustration but not limitation, shall include trade and business secrets, trade names (registered or not), processes, patents improvements, ideas, inventions (whether reduced to practice or not), techniques, products, technologies (actual or planned), financial statements, marketing plans, strategies, forecasts, customer and/or suppliers lists and/or relations, research and development activities, formulas, data, know-how, designs, discoveries, models, vendors, computer hardware and computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, algorithms, compositions, improvements, know-how, inventions, discoveries, concepts, ideas, designs, methods and information) of Company, drawings, operating procedures, pricing methods, marketing strategies, future plans, dealings and transactions, except for such information which, on the date of disclosure is, or thereafter becomes, available in the public domain through no fault on the part of Employee. For the avoidance of any doubt, Employee may not use Company’s name or trademarks in any activity not made by or for the Company.
1.2. Employee agrees and declares that all Proprietary Information, patents and/or patent applications, copyrights and other intellectual property rights in connection therewith, are and shall remain the property of Company and its assigns on sole and exclusive basis. All business records, papers and documents however documented, kept or made by Employee relating to the business and affairs of Company shall be and remain the property of Company.
1.3. Employee further recognizes and acknowledges that such Proprietary Information is a valuable and unique asset of Company’s business and affairs, and t...
Proprietary Information and Confidentiality. CONTRACTOR shall not disclose to any third party or use for any purposes other than the performance of their services, any and all, privileged records, or other proprietary information disclosed to CONTRACTOR BY INSTITUTION pursuant to this Agreement (collectively, “Proprietary Information”) without INSTITUTION’S prior written consent.
Proprietary Information and Confidentiality. The Participant shall comply with the proprietary information obligations set forth in Sections 6(a) and (b) of the Employment Agreement as if fully set forth herein.
Proprietary Information and Confidentiality. 7.1 In the course of performing under this Agreement, COMPANY may disclose to GTRC COMPANY Proprietary Information, and GTRC may disclose to COMPANY GTRC Proprietary Information pursuant to proposing to or soliciting from the other Party research proposals and performing Research Projects by one or more Parties as set forth in approved Task Orders (hereinafter referred to as “Purpose”).
7.2 GTRC agrees to hold in confidence and not disclose any and all COMPANY Proprietary Information received from COMPANY hereunder. COMPANY agrees to hold in confidence and not disclose any and all GTRC Proprietary Information received from GTRC hereunder. The confidentiality obligations of each Party receiving Proprietary Information shall extend for three (3) years from the Effective Date of a Task Order. Unless otherwise permitted by this Agreement, each Party shall use the Proprietary Information only for and to the extent required to accomplish the Purpose under this Agreement. The Parties shall only disclose the Proprietary Information to those Staff Members that have a legitimate business need for such information and only for and to the extent required to accomplish the Purpose of this Agreement or to exercise the rights granted under this Agreement. Notwithstanding the foregoing, GTRC may disclose Proprietary Information to GIT provided that GIT is obligated to GTRC under terms at least as restrictive as those contained in this Agreement not to disclose Proprietary Information to any other third party. Either Party may disclose the other Party’s Proprietary Information to its affiliates, contractors, and consultants that are under a written obligation of confidentiality no less restrictive than contained herein to the extent necessary to accomplish the Purpose of this Agreement.
Proprietary Information and Confidentiality. 9.1. Employee is aware that in the course of his employment with Company during the Term and/or in connection therewith, Employee may have access to, and be entrusted with, technical, proprietary, sales, legal, financial, and other data and information with respect to the affairs and business of the Company, its affiliates, customers and suppliers, all of which data and information, whether documentary, written, oral or computer generated, shall be deemed to be, and referred to as “Proprietary Information”, which, by way of illustration but not limitation, shall include trade and business secrets, processes, patents improvements, ideas, inventions (whether reduced to practice or not), techniques, products, technologies (actual or planned), financial statements, marketing plans, strategies, forecasts, customer and/or suppliers lists and/or relations, research and development activities, formulas, data, know-how, designs, discoveries, models, vendors, computer hardware and software, drawings, operating procedures, pricing methods, marketing strategies, future plans, dealings and transactions, except for such information which is now, or hereafter becomes, available in the public domain or is generally known, or hereafter becomes known, in the industry through no fault on the part of Employee.
9.2. Employee agrees and declares that all Proprietary Information, patents and/or patent applications, copyrights and other intellectual property rights in connection therewith, are and shall remain the sole property of Company and its assigns.
9.3. At all times, during the Term and upon its expiration thereafter, Employee shall keep in confidence and trust all Proprietary Information, and any part thereof, and will not use or disclose and/or make available, directly or indirectly, to any third party any Proprietary Information without the prior written consent of Company, except and to the extent as may be necessary in the ordinary course of performing Employees’ duties pertaining to the Company and except and to the extent as may be required under any applicable law, regulation, judicial decision or determination of any governmental entity.
9.4. Without derogating from the generality of the foregoing, Employee agrees as follows:
9.4.1. He will not copy, transmit, reproduce, summarize, quote, publish and/or make any commercial or other use whatsoever of the Proprietary Information, or any party thereof, without the prior written consent of Company, except as may be ne...
Proprietary Information and Confidentiality. Any information or data of Company provided to Seller, or to which Seller is given access during the term of this Agreement at any time, whether such information is in written, verbal, electronic or any other form, is proprietary to Company and shall be treated as confidential and not disclosed by Seller to any third party without Company’s prior written consent. Seller may disclose such information and data to its employees and subcontractors, but only on a “need to know” basis. Such information and data may only be used for the purpose of performing the Services that are required of Seller pursuant to this Agreement, and for no other purpose. Such information and data may not be copied except as required to perform the Services. Upon completion of the Services, Seller shall destroy all copies, replicas or reproductions in any form in its possession of the information and data. Notwithstanding the foregoing, the Seller may retain a single copy of such information and data as may be reasonably required for purposes of compliance with the Seller’s legal retention policies, and applicable laws and regulations. In addition, the Seller shall not be required hereunder to destroy or remove information and data stored in an electronic database until such time as such data would, in the regular course of business, be purged. Further, Seller acknowledges and agrees that all data and information collected, produced or generated, and all reports, test results, plans, models, documents and other written materials produced pursuant to this Agreement or in connection with any services to be performed or contemplated to be performed hereunder or in connection with any goods to be provided or contemplated to be provided/purchased hereunder, shall be and remain the sole property of Company, shall be confidential, shall not be copied or reproduced in any way, except for the use by Seller for the Services, and shall not be disclosed or communicated, verbally or in writing, by Seller to any third party, or used in any way except as required by law or for the purposes required or intended by the Agreement. If required by Company, Seller and any of its employees or agents performing Services under or in connection with this Agreement shall execute confidentiality and nondisclosure agreements in the form required by Company. If Seller is served with process of law, including but not limited to subpoenas requiring Seller to produce, release or disclose information of a confidenti...
Proprietary Information and Confidentiality. 5.1. Exponent acknowledges the confidential and secret character of the Proprietary Information, and agrees the Proprietary Information is the sole, exclusive and extremely valuable property of Client. Accordingly, Exponent agrees not to use the Proprietary Information except in the performance of this Agreement, and not to disclose all or any part of the Proprietary Information in any form to any third party, either during or after the term of this Agreement, without the prior written consent of Client. Notwithstanding the foregoing, Exponent may disclose Proprietary Information without violating the obligations of this Agreement to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that Exponent gives Client reasonable prior written notice of such disclosure and makes a reasonable effort to assist Client in obtaining a protective order preventing or limiting the disclosure and/or requiring that the Proprietary Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued. Upon termination of this Agreement for any reason, including expiration, Exponent agrees to cease using and to return to Client all whole and partial copies and derivatives of the Proprietary Information, whether in Exponent’s possession or under Exponent’s direct or indirect control. Exponent will use commercially reasonable efforts to cause all Exponent personnel, independent contractors, and consultants providing Services hereunder to be bound by this section. Exponent’s obligations under this Section 5 shall terminate 5 years from the date of last disclosure of Your Proprietary Information to Exponent hereunder.
5.2. Exponent and Client agree that they will each comply with all applicable data protection laws and regulations in any relevant jurisdiction with respect to dealing with, disclosing and exchanging any Personal Data in connection with this Agreement.”
5.3. Upon contract expiration or termination of the contract, Exponent will immediately provide to the designated Contractor Administrator electronic copies of the data collected and recorded. Data format will be agreed upon by both Exponent and Client, but at a minimum, data records will be provided in ASCII comma, separated value (CSV) format, with binary images in TIFF, JPG, or PDF format.
