Agreement Not to Disclose Confidential Information. As a condition of his employment hereunder, Executive has executed and delivered to the Company an agreement addressing the nondisclosure of confidential information and ownership of inventions (the "Non-Disclosure Agreement") in accordance with standard Company policy, which Non-Disclosure Agreement shall survive termination of Executive's employment.
Agreement Not to Disclose Confidential Information. In the course of your employment with or provision of services to the Company, you have and will have acquired and have had access to confidential or proprietary information about the Company, including but not limited to, trade secrets, methods, models, passwords, access to computer files, financial information and records, computer software programs, agreements and/or contracts between the Company and its vendors and suppliers, the Company’s merchandising, marketing and/or creative policies, practices, concepts, strategies, and methods of operations, inventory, pricing and price change strategies, possible new product lines, future merchandise designs, patterns, fabrication or fit information, internal policies, pricing policies and procedures, cost estimates, employee lists, training manuals, financial or business projections, unannounced financial data such as sales, earnings or capital requirements, possible mergers, acquisitions or joint ventures and information about or received from vendors and other companies with which the Company does business. The foregoing shall be collectively referred to as “Confidential Information.” You are aware that the Confidential Information is not readily available to the public. You agree that during your employment or provision of services and for a period of three (3) years thereafter, you will keep confidential and not disclose the Confidential Information to anyone or use it for your own benefit or for the benefit of others, except in performing your duties as our employee or agent. You agree that this restriction shall apply whether or not any such information is marked “confidential.” All memoranda, disks, files, notes, records or other documents, whether in electronic form or hard copy (collectively, the “material”) compiled by you or made available to you during your employment (whether or not the material contains confidential information) are the property of the Company and shall be delivered to the Company on the termination of your employment or at any other time upon request. Except in connection with your employment, you agree that you will not make or retain copies or excerpts of the material.
Agreement Not to Disclose Confidential Information. While employed by the Company and thereafter, you shall not, directly or indirectly, use any Confidential Information (as hereinafter defined) other than pursuant to your employment by and for the benefit of the Company, or disclose to anyone outside of the Company any such Confidential Information. The term "Confidential Information" as used throughout this Agreement shall mean all trade secrets, proprietary information, inventions and developments, including customer lists, business plans, and all other data or information (and any tangible evidence, record or representation thereof), whether prepared, conceived or developed by an employee of the Company (including you) or received by the Company from an outside source, which is in the possession of the Company and which is maintained in confidence by the Company or which might permit the Company or its clients or customers (hereinafter collectively referred to as "Clients") to obtain a competitive advantage over competitors who do not have access to such trade secrets, proprietary information, or other data or information. This provision does not apply to any Confidential Information that the Company has voluntarily disclosed to the public or that has otherwise legally entered the public domain. You understand that the Company from time to time has in its possession information which is claimed by others to be proprietary and which the Company has agreed to keep confidential. You agree that all such information shall be Confidential Information for purposes of this Agreement.
Agreement Not to Disclose Confidential Information. While employed by the Company and thereafter, you shall not, directly or indirectly, use any Confidential Information (as hereinafter defined) other than pursuant to your employment by and for the benefit of the Company, or disclose to anyone outside of the Company any such Confidential Information, without (i) the prior written consent of the Company or (ii) as may be otherwise required by law or legal process, provided however that before making any such disclosure pursuant to clause (ii) you first give written notice of the intended disclosure to the Company within a reasonable time prior to the time when disclosure is to be made, and exercise best efforts, in cooperation with the Company, to obtain confidential treatment for such Confidential Information. The term "Confidential Information" as used throughout this Agreement shall mean all trade secrets, proprietary information, inventions and developments, including customer lists, business plans, and all other data or information (and any tangible evidence, record or representation thereof), whether prepared, conceived or developed by an employee of the Company (including you) or received by the Company from an outside source, which is in the possession of the Company and which is maintained in confidence by the Company or which might permit the Company or its clients or customers (hereinafter collectively referred to as ""Clients'') to obtain a competitive advantage over competitors who do not have access to such trade secrets, proprietary information, or other data or information. This provision does not apply to any Confidential Information that the Company has voluntarily disclosed to the public or that has otherwise legally entered the public domain. You understand that the Company from time to time has in its possession information which is claimed by others to be proprietary and which the Company has agreed to keep confidential. You agree that all such information shall be Confidential Information for purposes of this Agreement.
Agreement Not to Disclose Confidential Information. All Confidential Information received, obtained or produced by Executive while employed by the Company is confidential to and shall remain the sole and exclusive property of the Company. During the term of Executive's employment by the Company and for so long after Termination as the Confidential Information continues to qualify as such, Executive shall hold all Confidential Information in trust and strictest confidence and shall not use, reproduce, distribute, disclose or otherwise disseminate Confidential Information to or on behalf of a third party without the prior express, written consent of the Company. Executive may in no event take any action causing or fail to take action necessary in order to prevent any Confidential Information to lose its confidential character or cease to qualify as Confidential Information. This provision shall not be construed to prohibit Executive from disclosing (a) information that arises from Executive’s general training, knowledge, skill or experience, whether gained through Executive’s employment with the Company or otherwise; or (b) information that the Executive has a right to disclose as legally protected conduct.
Agreement Not to Disclose Confidential Information. (i) Executive acknowledges he has read and understands the Company’s Statement of Policy Regarding Confidential Information (“Confidentiality Policy”) and that the Confidentiality Policy is incorporated by reference as part of this Agreement. Executive agrees to hold confidential or proprietary information and trade secrets (“Confidential Information,” as that term is defined by the Confidentiality Policy) in trust and confidence. In this regard, Executive agrees that during and subsequent to Executive’s employment with Company, Executive agrees that he will abide by the Confidentiality Policy. Executive shall use Confidential Information only for the contemplated purposes for the sole benefit of the Company; shall not use Confidential Information for any other purpose; and shall not disclose or cause to be disclosed Confidential Information to any Executive, consultant, or third party, except as required in the course and scope of Executive’s employment by the Company and only if the Executive, consultant, or third party has executed an Agreement Not to Disclose Confidential Information. Executive further acknowledges that the Confidentiality Policy may be amended from time to time, and Executive agrees that this paragraph survives and applies to all such amendments. The Company agrees that so long as Executive does not breach this Agreement Not to Disclose Confidential Information at any time during or subsequent to his employment with the Company, the Company will not, after the expiration of the two (2) year term provided in the Agreement Not to Compete, subparagraph (c) of this Section, use the “Inevitable Disclosure” doctrine as a basis to preclude Executive from directly or indirectly (on his own behalf or on behalf of any other person or entity) engaging in any business that is of the type and character or that is competitive with any business conducted by the Company.
Agreement Not to Disclose Confidential Information. (i) Executive acknowledges she has read and understands the Company’s Statement of Policy Regarding Confidential Information (“Confidentiality Policy”) and that the Confidentiality Policy is incorporated by reference as part of this Agreement. Executive agrees to hold confidential or proprietary information and trade secrets (“Confidential Information,” as that term is defined by the Confidentiality Policy) in trust and confidence. In this regard, Executive agrees that during and subsequent to Executive’s employment with Company, Executive agrees that she will abide by the Confidentiality Policy. Executive shall use Confidential Information only for the contemplated purposes for the sole benefit of the Company; shall not use Confidential Information for any other purpose; and shall not disclose or cause to be disclosed Confidential Information to any Executive, consultant, or third party, except as required in the course and scope of Executive’s employment by the Company and only if the Executive, consultant, or third party has executed an Agreement Not to Disclose Confidential Information. Executive further acknowledges that the Confidentiality Policy may be amended from time to time, and Executive agrees that this paragraph survives and applies to all such amendments.
Agreement Not to Disclose Confidential Information. Beginning on the Closing Date, each of Seller and Owners agrees to retain the Confidential Information it is or becomes aware of in absolute confidence; not to use or exploit the Confidential Information in any way; and not to disclose the Confidential Information directly or indirectly to any person or organization at any time unless Purchaser gives its express written consent to disclosure; provided, however, that Seller and Owners shall be under no such obligation as to information which (a) at the time of disclosure by Seller or Owners is already properly within the public domain, (b) is independently made available to Seller or Owners in good faith by a third party who is not bound by a confidentiality agreement with Purchaser and/or any Affiliate of Purchaser, or (c) is required to be disclosed by legal process or proceeding or in connection with completion of financial statements and filing of tax returns by Seller or Owners.
Agreement Not to Disclose Confidential Information. Retiree will not directly or indirectly (i) use any Confidential Information, (ii) disclose any Confidential Information in any manner to any person or entity who is not a director, manager, officer, employee, consultant, representative, agent, or legal counsel of Company or its affiliates, or (iii) disclose any Confidential Information in any manner to any other person or entity unless previously authorized in writing by Company’s Chief Executive Officer or Senior Vice President and General Counsel. The restrictions set forth in this paragraph will not apply to disclosures made in compliance with the Defend Trade Secrets Act of 2016 (the “DTSA”), 18 U.S.C. § 1833(b). The DTSA provides in relevant part: An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for Exit Agreement the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Retiree acknowledges that (i) Retiree has a right to disclose in confidence trade secrets to federal, state, or local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law, (ii) Retiree has a right to disclose trade secrets in a complaint or other document filed in a lawsuit or other proceeding so long as the document is filed under seal and Retiree otherwise does not disclose such trade secrets, except pursuant to court order, and (iii) nothing in this Agreement conflicts with the DTSA or creates liability for disclosures allowed under the DTSA. Retiree acknowledges that Retiree’s nondisclosure obligations survive the ending of Retiree’s employment with Company.
Agreement Not to Disclose Confidential Information. Director shall not, directly or indirectly, during and for a minimum period of two years after the end of Director’s affiliation with the Chamber, use any Confidential Information or disclose any Confidential Information to any unauthorized persons, or permit access to the Confidential Information by any unauthorized person without the prior written consent of the Chamber. The two-year limitation does not apply to any Confidential Information which qualifies as a trade secret under state or federal law, as all such information shall be protected beyond the two-year limitation until such time as it no longer qualifies as a trade secret. If Director has any questions whether the information is a trade secret, Director shall contact and consult with the Board Chairman of Chamber. The term “unauthorized person(s)” refers to any non-Board member of Chamber and any Chamber employee who has not been authorized to possess the specific Confidential Information.
