Common use of BUSINESS SECRETS Clause in Contracts

BUSINESS SECRETS. A. Except in connection with his duties hereunder, ▇▇▇▇▇▇ shall not, directly or indirectly, at any time from and after the date hereof, and whether or not the Employment Period has terminated, or whether or not ▇▇▇▇▇▇’▇ employment has terminated for any reason whatsoever, make any use of, exploit, disclose, or divulge to any other person, firm or corporation, any confidential information, including but not limited to, proprietary information, trade secret, business secret, documents, process, procedures, know-how, data, marketing information, marketing method, marketing means, software information, intellectual property, special arrangement, or any other confidential information concerning the business or policies of USA, or concerning USA’s customers, clients, accounts or suppliers, that ▇▇▇▇▇▇ learned as a result of, in connection with, through his employment with, or through his affiliation with USA, whether or not pursuant to this Agreement, and whether prior to or after the date hereof, but not information that can be shown through documentary evidence to be in the public domain, or information that falls into the public domain, unless such information falls into the public domain by ▇▇▇▇▇▇’▇ direct or indirect disclosure or other acts. ▇▇▇▇▇▇ agrees to use his best endeavors to prevent the unauthorized disclosure or publication of confidential information and not to copy nor remove confidential information from USA’s premises, whether physically or electronically, without the express written permission of USA. B. From and after the date hereof, except in connection with his duties hereunder, and for a two (2) year period following the termination of the Employment Period, or for a two (2) year period following the termination of ▇▇▇▇▇▇’▇ employment hereunder if earlier, ▇▇▇▇▇▇ shall not solicit, or divert business from, or serve, or sell to, any customer or account of USA of which ▇▇▇▇▇▇ is or becomes aware, or with which ▇▇▇▇▇▇ has had personal contact as a result of, in connection with, through his employment with, or through his affiliation with USA, whether or not pursuant to this Agreement and whether prior to or after the date hereof. C. All documents, data, know-how, designs, inventions, names, marketing information, marketing method, marketing means, materials, software programs, hardware, configurations, information, data processing reports, lists and sales analyses, price lists or information, or any other materials or data of any kind furnished to ▇▇▇▇▇▇ by USA, or by USA’s customers, clients, accounts, or suppliers, or developed by ▇▇▇▇▇▇ on behalf of USA or at USA’s direction or for USA’s use, or otherwise devised, developed, created, or invented in connection with ▇▇▇▇▇▇’▇ employment hereunder or his affiliation with USA (whether or not during normal working hours), are and shall remain the sole and exclusive property of USA, and ▇▇▇▇▇▇ shall have no right or interest whatsoever thereto, including but not limited to, any copyright or patent interest whatsoever. If USA requests the return of any such items (including all copies) at any time whatsoever, ▇▇▇▇▇▇ shall immediately deliver the same to USA. D. All documents, data, know-how, designs, products, ideas, equipment, inventions, names, devices, marketing information, marketing method, marketing means, materials, software programs, hardware, configurations, information, or any other materials or data of any kind developed by ▇▇▇▇▇▇ on behalf of USA or at its direction or for USA’s use, or otherwise devised, developed, created, or invented in connection with ▇▇▇▇▇▇’▇ employment with USA or ▇▇▇▇▇▇’▇ affiliation with USA (whether or not during normal working hours), and whether before or after the date of this Agreement, are and shall remain the sole and exclusive property of USA, and ▇▇▇▇▇▇ agrees to apprise USA of the existence of such, and ▇▇▇▇▇▇ does not and shall not have any right, title, or interest whatsoever thereto. ▇▇▇▇▇▇ hereby acknowledges that all such rights to intellectual property shall belong exclusively to USA and not to ▇▇▇▇▇▇. Any and all rights of ownership in connection with any of the foregoing shall belong solely to USA, and all copyright, patent, trademark, or similar rights or interests shall be the sole and exclusive property of USA. ▇▇▇▇▇▇ hereby assigns, transfers, and conveys to USA all of ▇▇▇▇▇▇’▇ right, title and interest in and to any and all such inventions, discoveries, improvements, modifications and other intellectual property rights to effectuate, confirm, or evidence such assignment, transfer and conveyance, including but not limited to, executing and delivering any and all applicable forms, documents, or applications required under any applicable copyright, patent, trademark, or other law, rule or regulation. E. At any and all times from and after the date hereof, and for a two (2) year period following the termination of ▇▇▇▇▇▇’▇ employment with USA for any reason whatsoever, ▇▇▇▇▇▇ shall not (a) directly or indirectly, attempt to hire, or hire, any person employed by USA; or (b) directly or indirectly, interfere with USA’s relations with any person employed by it.

BUSINESS SECRETS. A. Except in connection with his duties hereunder, ▇▇▇▇▇▇▇ shall not, directly or indirectly, at any time from and after the date hereof, and whether or not the Employment Period has terminated, or whether or not ▇▇▇▇▇▇’▇ Herbert’s employment has terminated for any reason whatsoever, make any use of, exploit, disclose, or divulge to any other person, firm or corporation, any confidential information, including but not limited to, proprietary information, trade secret, business secret, documents, process, procedures, know-how, data, marketing information, marketing method, marketing means, software information, intellectual property, special arrangement, or any other confidential information concerning the business or policies of USA, or concerning USA’s customers, clients, accounts or suppliers, that ▇▇▇▇▇▇▇ learned as a result of, in connection with, through his employment with, or through his affiliation with USA, whether or not pursuant to this Agreement, and whether prior to or after the date hereof, but not information that can be shown through documentary evidence to be in the public domain, or information that falls into the public domain, unless such information falls into the public domain by ▇▇▇▇▇▇’▇ Herbert’s direct or indirect disclosure or other acts. ▇▇▇▇▇▇▇ agrees to use his best endeavors to prevent the unauthorized disclosure or publication of confidential information and not to copy nor remove confidential information from USA’s premises, whether physically or electronically, without the express written permission of USA. B. From and after the date hereof, except in connection with his duties hereunder, and for a two (2) year period following the termination of the Employment Period, or for a two (2) year period following the termination of ▇▇▇▇▇▇’▇ Herbert’s employment hereunder if earlier, ▇▇▇▇▇▇▇ shall not solicit, or divert business from, or serve, or sell to, any customer or account of USA of which ▇▇▇▇▇▇▇ is or becomes aware, or with which ▇▇▇▇▇▇▇ has had personal contact as a result of, in connection with, through his employment with, or through his affiliation with USA, whether or not pursuant to this Agreement and whether prior to or after the date hereof. C. All documents, data, know-how, designs, inventions, names, marketing information, marketing method, marketing means, materials, software programs, hardware, configurations, information, data processing reports, lists and sales analyses, price lists or information, or any other materials or data of any kind furnished to ▇▇▇▇▇▇▇ by USA, or by USA’s customers, clients, accounts, or suppliers, or developed by ▇▇▇▇▇▇▇ on behalf of USA or at USA’s direction or for USA’s use, or otherwise devised, developed, created, or invented in connection with ▇▇▇▇▇▇’▇ Herbert’s employment hereunder or his affiliation with USA (whether or not during normal working hours), are and shall remain the sole and exclusive property of USA, and ▇▇▇▇▇▇▇ shall have no right or interest whatsoever thereto, including but not limited to, any copyright or patent interest whatsoever. If USA requests the return of any such items (including all copies) at any time whatsoever, ▇▇▇▇▇▇▇ shall immediately deliver the same to USA. D. All documents, data, know-how, designs, products, ideas, equipment, inventions, names, devices, marketing information, marketing method, marketing means, materials, software programs, hardware, configurations, information, or any other materials or data of any kind developed by ▇▇▇▇▇▇▇ on behalf of USA or at its direction or for USA’s use, or otherwise devised, developed, created, or invented in connection with ▇▇▇▇▇▇’▇ Herbert’s employment with USA or ▇▇▇▇▇▇’▇ Herbert’s affiliation with USA (whether or not during normal working hours), and whether before or after the date of this Agreement, are and shall remain the sole and exclusive property of USA, and ▇▇▇▇▇▇▇ agrees to apprise USA of the existence of such, and ▇▇▇▇▇▇▇ does not and shall not have any right, title, or interest whatsoever thereto. ▇▇▇▇▇▇▇ hereby acknowledges that all such rights to intellectual property shall belong exclusively to USA and not to ▇▇▇▇▇▇▇. Any and all rights of ownership in connection with any of the foregoing shall belong solely to USA, and all copyright, patent, trademark, or similar rights or interests shall be the sole and exclusive property of USA. ▇▇▇▇▇▇▇ hereby assigns, transfers, and conveys to USA all of ▇▇▇▇▇▇’▇ Herbert’s right, title and interest in and to any and all such inventions, discoveries, improvements, modifications and other intellectual property rights to effectuate, confirm, or evidence such assignment, transfer and conveyance, including but not limited to, executing and delivering any and all applicable forms, documents, or applications required under any applicable copyright, patent, trademark, or other law, rule or regulation. E. At any and all times from and after the date hereof, and for a two (2) year period following the termination of ▇▇▇▇▇▇’▇ Herbert’s employment with USA for any reason whatsoever, ▇▇▇▇▇▇▇ shall not (a) directly or indirectly, attempt to hire, or hire, any person employed by USA; or (b) directly or indirectly, interfere with USA’s relations with any person employed by it.

BUSINESS SECRETS. A. Except in connection with his duties hereunder, ▇▇▇▇▇▇▇ shall not, directly or indirectly, at any time from and after the date hereof, and whether or not the Employment Period has terminated, or whether or not ▇▇▇▇▇▇’▇ Herbert’s employment has terminated for any reason whatsoever, make any use of, exploit, disclose, or divulge to any other person, firm or corporation, any confidential information, including but not limited to, proprietary information, trade secret, business secret, documents, process, procedures, know-how, data, marketing information, marketing method, marketing means, software information, intellectual property, special arrangement, or any other confidential information concerning the business or policies of USA, or concerning USA’s customers, clients, accounts or suppliers, that ▇▇▇▇▇▇▇ learned as a result of, in connection with, through his employment with, or through his affiliation with USA, whether or not pursuant to this Agreement, and whether prior to or after the date hereof, but not information that can be shown through documentary evidence to be in the public domain, or information that falls into the public domain, unless such information falls into the public domain by ▇▇▇▇▇▇’▇ Herbert’s direct or indirect disclosure or other acts. ▇▇▇▇▇▇▇ agrees to use his best endeavors to prevent the unauthorized disclosure or publication of confidential information and not to copy nor remove confidential information from USA’s premises, whether physically or electronically, without the express written permission of USA. B. From and after the date hereof, except in connection with his duties hereunder, and for a two (2) year period following the termination of the Employment Period, or for a two (2) year period following the termination of ▇▇▇▇▇▇’▇ Herbert's employment hereunder if earlier, ▇▇▇▇▇▇▇ shall not solicit, or divert business from, or serve, or sell to, any customer or account of USA of which ▇▇▇▇▇▇▇ is or becomes aware, or with which ▇▇▇▇▇▇▇ has had personal contact as a result of, in connection with, through his employment with, or through his affiliation with USA, whether or not pursuant to this Agreement and whether prior to or after the date hereof. C. All documents, data, know-how, designs, inventions, names, marketing information, marketing method, marketing means, materials, software programs, hardware, configurations, information, data processing reports, lists and sales analyses, price lists or information, or any other materials or data of any kind furnished to ▇▇▇▇▇▇▇ by USA, or by USA’s customers, clients, accounts, or suppliers, or developed by ▇▇▇▇▇▇▇ on behalf of USA or at USA’s 's direction or for USA’s 's use, or otherwise devised, developed, created, or invented in connection with ▇▇▇▇▇▇’▇ Herbert's employment hereunder or his affiliation with USA (whether or not during normal working hours), are and shall remain the sole and exclusive property of USA, and ▇▇▇▇▇▇▇ shall have no right or interest whatsoever thereto, including but not limited to, any copyright or patent interest whatsoever. If USA requests the return of any such items (including all copies) at any time whatsoever, ▇▇▇▇▇▇▇ shall immediately deliver the same to USA. D. All documents, data, know-how, designs, products, ideas, equipment, inventions, names, devices, marketing information, marketing method, marketing means, materials, software programs, hardware, configurations, information, or any other materials or data of any kind developed by ▇▇▇▇▇▇▇ on behalf of USA or at its direction or for USA’s 's use, or otherwise devised, developed, created, or invented in connection with ▇▇▇▇▇▇’▇ Herbert’s employment with USA or ▇▇▇▇▇▇’▇ Herbert’s affiliation with USA (whether or not during normal working hours), and whether before or after the date of this Agreement, are and shall remain the sole and exclusive property of USA, and ▇▇▇▇▇▇▇ agrees to apprise USA of the existence of such, and ▇▇▇▇▇▇▇ does not and shall not have any right, title, or interest whatsoever thereto. ▇▇▇▇▇▇▇ hereby acknowledges that all such rights to intellectual property shall belong exclusively to USA and not to ▇▇▇▇▇▇▇. Any and all rights of ownership in connection with any of the foregoing shall belong solely to USA, and all copyright, patent, trademark, or similar rights or interests shall be the sole and exclusive property of USA. ▇▇▇▇▇▇▇ hereby assigns, transfers, and conveys to USA all of ▇▇▇▇▇▇’▇ Herbert’s right, title and interest in and to any and all such inventions, discoveries, improvements, modifications and other intellectual property rights to effectuate, confirm, or evidence such assignment, transfer and conveyance, including but not limited to, executing and delivering any and all applicable forms, documents, or applications required under any applicable copyright, patent, trademark, or other law, rule or regulation. E. At any and all times from and after the date hereof, and for a two (2) year period following the termination of ▇▇▇▇▇▇’▇ Herbert’s employment with USA for any reason whatsoever, ▇▇▇▇▇▇▇ shall not (a) directly or indirectly, attempt to hire, or hire, any person employed by USA; or (b) directly or indirectly, interfere with USA’s 's relations with any person employed by it.