Common use of Confidential Information Clause in Contracts

Confidential Information. Executive acknowledges that all information concerning the business and affairs of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's control.

Appears in 8 contracts

Sources: Noncompetition Agreement (MST Enterprises Inc), Noncompetition Agreement (MST Enterprises Inc), Noncompetition Agreement (MST Enterprises Inc)

Confidential Information. Executive acknowledges You acknowledge that all information concerning the business information, observations and affairs of Sprintank and/or data obtained by you while employed by the Company pursuant to this Agreement, as well as those obtained by you while employed by Forest City Enterprises, Inc. or any of its subsidiaries or affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any predecessor thereof prior to the date of its affiliatesthis Agreement, (ii) confers a competitive advantage on Sprintank and/or concerning the Company business or affairs of the Forest City Group or any predecessors thereof, including, without limitation, information relating to the products, suppliers, customers, processes, costs, prices, business plans and strategies of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company Forest City Group or any of its affiliates if disclosed predecessor thereof (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and except to the extent that the aforementioned matters (i) foregoing become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), your acts or omissions to act in violation of this Agreement) (iiihereinafter defined as “Confidential Information”) are required by law or by the order property of any court of competent jurisdiction or government agency to be disclosedthe Forest City Group. Therefore, in which case, (A) Executive you agree that both during and after the Term you will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to not disclose any Confidential Information, Executive will use reasonable best efforts Information without the prior written consent of the Chairman of the Board (which may be withheld for any reason or no reason) unless and except to limit the extent that such disclosure to Confidential Information which is so (i) made in the ordinary course of your performance of your duties under this Agreement or (ii) required to be disclosed and to obtain an order by any subpoena or other assurance legal process (in which event you will give the Company prompt notice of such subpoena or other legal process in order to permit the Company to seek appropriate protective orders), and that confidential treatment will be accorded to you shall not use any Confidential Information disclosedfor your own account without the prior written consent of the Chairman of the Board (which may be withheld for any reason or no reason). Executive shall You will deliver to the Company at the termination of the Term, or at any other time the Company may reasonably request, all memoranda, notes, plans, records, reports, computer tapes, printouts files and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or to the work product or the business of Sprintank and/or the Company or any of its affiliates Forest City Group which Executive you may then possess or have under Executive's your control. Your obligations under this Section 6 are in addition to, and not in limitation of or preemption of, all other obligations of confidentiality which you may have to the Forest City Group under general legal or equitable principles, and federal, state or local law.

Appears in 7 contracts

Sources: Employment Agreement, Employment Agreement (Forest City Realty Trust, Inc.), Employment Agreement (Forest City Realty Trust, Inc.)

Confidential Information. Executive acknowledges agrees that: ------------------------ (a) Except as may be required by the lawful order of a court or agency of competent jurisdiction, or except to the extent that Executive has express authorization from the Company, Executive agrees to keep secret and confidential indefinitely all non-public information (including, without limitation, information regarding litigation and pending litigation) concerning the business Company and affairs of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") which was acquired by or disclosed to Executive during the course of Executive's employment with the Company and not to disclose the same, either directly or indirectly, to any other person, firm, or business entity, or to use it in any way. (b) Confidential Information does not include (i) information which, at the time of disclosure is published, known publicly or is otherwise in the property public domain, through no fault of Executive; (ii) information which, after disclosure is published or becomes known publicly or otherwise becomes part of the Company public domain, through no fault of Executive; and (iii) information which is required to be disclosed in compliance with applicable laws or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person regulations or use for Executive's own purposes any Confidential Information without the prior written consent by order of the Chief Executive Officer a court or other regulatory body of the Company competent jurisdiction. (the "CEO"), unless and to c) To the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency seeks to be disclosed, in which case, (A) have Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use shall promptly inform the Company, and Executive shall take such reasonable best efforts steps to limit such prevent disclosure to of Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to until the Company at any time has been informed of such requested disclosure, and the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating has an opportunity to respond to such court or agency. To the Confidential Information, Work Product (as defined below) or the business extent that Executive obtains information on behalf of Sprintank and/or the Company or any of its affiliates which that may be subject to attorney-client privilege as to the Company's attorneys, Executive may then possess or have under shall follow the guidelines provided by the Company's legal counsel on maintaining the confidentiality of such information and to preserve such privilege. (d) Nothing in the foregoing provisions of this paragraph 5 shall be construed so as to prevent Executive from using, in connection with Executive's controlemployment for himself or an employer other than the Company and its affiliates, knowledge which was acquired by Executive during the course of Executive's employment with the Company and its affiliates and which is generally known to persons of Executive's experience in other companies in the same industry.

Appears in 7 contracts

Sources: Employment Agreement (Ipcs Inc), Employment Agreement (Ipcs Inc), Employment Agreement (Ipcs Inc)

Confidential Information. The Executive acknowledges recognizes and agrees that all the Affiliated Group (defined below) has provided Confidential Information to the Executive and has an interest in protecting this information concerning from disclosure. The Executive shall hold in a fiduciary capacity for the business and affairs benefit of Sprintank and/or the Company or any of and its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed Affiliates (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"“Affiliated Group”), unless and all secret or confidential information, knowledge or data relating to the extent Affiliated Group and its businesses (including, without limitation, any proprietary and not publicly available information concerning any processes, methods, trade secrets, research or secret data, costs, names of users or purchasers of their respective products or services, business methods, operating procedures or programs or methods of promotion and sale) that the aforementioned matters (i) become generally known to and available for use by Executive obtains during the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity ’s employment that is not a party to this Agreement public knowledge (other than as a result of the Executive’s violation of this Section (a)) (“Confidential Information”). The Executive shall not communicate, divulge or disseminate Confidential Information at any disclosure by time during or after the Executive)’s employment, except with the prior written consent of the Company, or (iii) are as otherwise required by law or by legal process or as such disclosure or use may be required in the order course of the Executive performing his duties and responsibilities with the Affiliated Group. Notwithstanding the foregoing provisions, if the Executive is required to disclose any such confidential or proprietary information pursuant to applicable law or a subpoena or court of competent jurisdiction or government agency to be disclosedorder, in which case, (A) the Executive will use reasonable best efforts to shall promptly notify the Company promptly in writing of any such request or requirement prior to disclosure so that the Company or the appropriate member of the Affiliated Group may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions hereof. The Executive shall reasonably cooperate with the Company or the appropriate member of this Section 1, and (B) if, in the absence of Affiliated Group to obtain such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit other remedy. If such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded remedy is not obtained prior to any Confidential Information disclosed. the time the Executive is required to make the disclosure, or the Company waives compliance with the provisions hereof, the Executive shall deliver disclose only that portion of the confidential or proprietary information which he is advised by counsel in writing (either his or the Company’s) that he is legally required to so disclose. Upon his termination of employment for any reason, the Executive shall promptly return to the Company at any time the Company may requestall records, all files, memoranda, correspondence, notebooks, notes, reports, customer lists, drawings, plans, recordsdocuments, reports, computer tapes, printouts and software and other documents and data (and copies thereof) the like relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Affiliated Group or containing any trade secrets relating to the Affiliated Group or that the Executive uses, prepares or comes into contact with during the course of the Executive’s employment with the Affiliated Group, and all keys, credit cards and passes, and such materials shall remain the sole property of the Affiliated Group. The Executive agrees to execute any standard-form confidentiality agreements with the Company or any of its affiliates which Executive may then possess or have under Executive's controlthat the Company in the future generally enters into with similarly situated employees.

Appears in 7 contracts

Sources: Nonqualified Stock Option Agreement (Freescale Semiconductor, Ltd.), Performance Restricted Share Unit Award Agreement (Freescale Semiconductor, Ltd.), Restricted Share Unit Award Agreement (Freescale Semiconductor, Ltd.)

Confidential Information. Executive acknowledges (a) Employee covenants and agrees that all information concerning he will not at any time, either during the Term or thereafter, use, disclose or make accessible or available to any other person, firm, partnership, corporation or any other entity any Confidential Information (as defined below) pertaining to the business and affairs of Sprintank and/or the Company or any of its affiliates which subsidiaries or affiliates, except (i) is while employed by the Company, in the business of and for the benefit of the Company, or (ii) when required to do so by a subpoena, by any court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Company to divulge, disclose or make accessible such information. For purposes of this agreement, “Confidential Information” shall mean non-public information concerning the Company’s or any of its subsidiaries’ or affiliates’ financial data, statistical data, strategic business plans, product development (or other proprietary product data), customer and supplier lists, customer and supplier information, information relating to practices, processes, methods, trade secrets, marketing plans and other non-public, proprietary and confidential and proprietary to Sprintank and/or information of the Company or any of its subsidiaries or affiliates; provided, however, that Confidential Information shall not include any information which (x) is known generally to the public other than as a result of unauthorized disclosure by Employee, (iiy) confers becomes available to Employee on a competitive advantage on Sprintank and/or non-confidential basis from a source other than the Company or any of its affiliates, subsidiaries or affiliates that lawfully obtained such information or (iiiz) would be detrimental or embarrassing was available to Sprintank and/or Employee on a non-confidential basis prior to its disclosure to Employee by the Company or any of its affiliates if disclosed (collectivelysubsidiaries or affiliates. In addition to and not in limitation of anything in the foregoing, "it is specifically understood and agreed by Employee that any and all Confidential Information") is the property of Information received by Employee during his/her Employment by the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any is deemed Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions purposes of this Section 1Agreement. In the event Employee’s Employment is terminated hereunder for any reason, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive he immediately shall deliver return to the Company at all tangible Confidential Information (including any time the Company may request, and all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlin his/her possession.

Appears in 6 contracts

Sources: Employment Agreement (Portfolio Recovery Associates Inc), Employment Agreement (Portfolio Recovery Associates Inc), Employment Agreement (Portfolio Recovery Associates Inc)

Confidential Information. The Executive acknowledges that all information concerning the business information, observations and affairs data that have been or may be obtained by the Executive during the Executive’s employment or other relationship with, or through the Executive’s involvement as a direct and indirect owner of, the Company, any Subsidiary or affiliate thereof or any direct or indirect successor to or predecessor of Sprintank and/or the Company any of them or any of its affiliates which their businesses (collectively with the Company, the “Related Companies”), prior to or after the execution and delivery of this Agreement, of or concerning the Related Companies or their businesses or affairs (collectively, “Confidential Information”), are and will be the property of the Related Companies; provided, that the term “Confidential Information” shall not include any information (including techniques, know-how or strategies) that the Executive can demonstrate (i) is confidential and proprietary to Sprintank and/or the Company or any becomes publicly available otherwise than through a breach of its affiliatesthis Agreement, (ii) confers is or becomes known or available to the Executive on a competitive advantage on Sprintank and/or non-confidential basis and not in contravention of applicable law from a source that is entitled to disclose such information to the Company or any of its affiliatesExecutive, or (iii) would is required to be detrimental disclosed pursuant to any applicable law or embarrassing to Sprintank and/or the Company court order or any of its affiliates if disclosed governmental or regulatory body or (collectively, "Confidential Information"iv) is appropriate or necessary to be disclosed in connection with any dispute related to the property of the Company or such affiliateExecutive’s employment. Therefore, the Executive agrees that the Executive shall not will not, during the Employment Period or thereafter, disclose to any unauthorized person Person or use for the account of the Executive or any other Person (other than the Company and its Affiliates and their officers, directors and employees, in the course of performing the Executive's own purposes ’s duties as an employee of the Company) any Confidential Information without the prior written consent of the Chief Executive Officer Company (by the action of the Company (the "CEO"Board), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any such disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law law. The Executive will deliver or by the order of any court of competent jurisdiction or government agency cause to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver delivered to the Company at, or within two (2) weeks after, the final day of the Executive’s employment by the Company, or at any other time the Company or its Affiliates may request, all memoranda, notes, plans, records, reports, computer tapes, printouts tapes and software and other documents and data materials (and copies thereof) containing or relating to the Confidential Information, Work Product (as defined below) Information or the business of Sprintank and/or any Related Company that the Company or any of its affiliates which Executive may then possess or have under the Executive's ’s control; provided, that Executive may retain copies of the Executive’s compensation records and documents, information reasonably needed for tax purposes and any other personal property, such as rolodexes or other personal contacts.

Appears in 6 contracts

Sources: Executive Employment Agreement (KORE Group Holdings, Inc.), Executive Employment Agreement (KORE Group Holdings, Inc.), Executive Employment Agreement (KORE Group Holdings, Inc.)

Confidential Information. During the Employment Period and thereafter, Executive acknowledges that all information concerning will hold in a fiduciary capacity for the business and affairs of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property benefit of the Company all trade secrets and confidential information, knowledge or such affiliatedata relating to the Company and its businesses and investments, which will have been obtained by Executive during Executive’s employment by the Company and which is not generally available public knowledge (other than by acts by Executive in violation of this Agreement). ThereforeExcept as may be required or appropriate in connection with his carrying out his duties under this Agreement, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information will not, without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are may otherwise be required by law or by the any legal process, any statutory obligation or order of any court or statutory tribunal of competent jurisdiction jurisdiction, or government agency to be disclosed, as is necessary in connection with any adversarial proceeding against the Company (in which case, (A) case Executive will use his reasonable best efforts to notify in cooperating with the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such obtaining a protective order against disclosure by a court of competent jurisdiction), communicate or waiverdivulge any such trade secrets, Executive is compelled information, knowledge or data to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or anyone other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to than the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or those designated by the Company or any on behalf of the Company in the furtherance of its affiliates which business or to perform duties hereunder. Notwithstanding anything to the contrary in this Agreement or otherwise, nothing shall limit Executive’s rights under applicable law to provide truthful information to the Equal Employment Opportunity Commission, National Labor Relations Board, Occupational Safety and Health Administration, U.S. Securities and Exchange Commission, or other federal, state or local governmental agency or commission or comparable state or local agency (each, a “Governmental Entity”) or to file a charge with or participate in an investigation conducted by any Governmental Entity. Notwithstanding the foregoing, Executive agrees to waive Executive’s right to recover monetary damages in connection with any charge, complaint or lawsuit filed by Executive or anyone else on Executive’s behalf (whether involving a Governmental Entity or not); provided that Executive is not agreeing to waive, and this Agreement shall not be read as requiring Executive to waive, any right Executive may then possess have to receive an award for information provided to any Governmental Entity. Executive is hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code provide that an individual cannot be held criminally or have civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to Executive's control’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order.

Appears in 6 contracts

Sources: Employment Agreement (B. Riley Financial, Inc.), Employment Agreement (B. Riley Financial, Inc.), Employment Agreement (B. Riley Financial, Inc.)

Confidential Information. (i) During and after the Restricted Period, the Executive acknowledges that all information concerning shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of Sprintank and/or the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), all confidential matters relating to the Company’s Business and the business of any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) and to the Company and any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates subsidiaries (or any other entity directly or indirectly controlled by such entities) (the “Confidential Company Information”), and shall not disclose such Confidential Company Information to anyone outside of the Company except (A) with the Company’s express written consent, (B) for Confidential Company Information which (i) is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and proprietary without breach of this Agreement and (C) where the Executive is required to Sprintank and/or the disclose such Confidential Company Information by court order, subpoena or any of its affiliates, other government process. (ii) confers a competitive advantage on Sprintank and/or In the event that the Executive becomes legally compelled to disclose any Confidential Company Information, the Executive shall provide the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior with prompt written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement notice so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit other appropriate remedy. In the event that such disclosure to Confidential Information which is so required to be disclosed and to obtain an protective order or other remedy is not obtained, the Executive shall furnish only that portion of such Confidential Company Information or take only such action as is legally required by binding order and shall exercise his reasonable efforts to obtain reliable assurance that confidential treatment will shall be accorded any such Confidential Company Information. The Company shall promptly pay (upon receipt of invoices and any other documentation as may be requested by the Company) all reasonable expenses and fees incurred by the Executive, including attorneys’ fees, in connection with his compliance with the immediately preceding sentence. Further, this Section 6 shall not prevent the Executive from disclosing Confidential Company Information in connection with any litigation, arbitration or mediation involving this Agreement, including, but not limited to, enforcing this Agreement, provided that such disclosure is reasonably necessary for the Executive to assert any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) claim or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controldefense in such proceeding.

Appears in 6 contracts

Sources: Employment Agreement (DLC Realty Trust, Inc.), Employment Agreement (DLC Realty Trust, Inc.), Employment Agreement (DLC Realty Trust, Inc.)

Confidential Information. (a) Executive acknowledges that all information concerning the business Company and affairs its Affiliates continually develop Confidential Information (as defined below), that Executive may develop Confidential Information for the Company or its Affiliates and that Executive may learn of Sprintank and/or Confidential Information during the course of Executive’s employment. Executive will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and shall not disclose to any Person or use, other than as required by applicable law or for the proper performance of Executive’s duties and responsibilities to the Company and its Affiliates, any Confidential Information obtained by Executive incident to Executive’s employment or other association with the Company or any of its affiliates which Affiliates. Executive understands that this restriction shall continue to apply after Executive’s employment terminates, regardless of the reason for such termination. (b) All documents, records, tapes, and other media of every kind and description relating to the business, present or otherwise, of the Company or its Affiliates and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Executive, shall be the sole and exclusive property of the Company and its Affiliates. Executive shall safeguard all Documents and shall surrender to the Company at the time Executive’s employment terminates, or at such earlier time or times as the Company may specify, all Documents then in Executive’s possession or control. Executive shall immediately return such Documents and other property to the Company upon the termination of Executive’s employment and, in any event, at the Company’s request. Executive further agrees that any property situated on the premises of, and owned by, the Company or its Affiliates, including disks and other storage media, filing cabinets, or other work areas, is subject to inspection by the Company’s personnel at any time with or without notice. (c) Executive understands that, notwithstanding anything to the contrary contained herein, no provision of this Agreement will be interpreted so as to impede Executive (or any other individual) from (i) is confidential making any disclosure of relevant and proprietary necessary information or documents in any action, investigation, or proceeding relating to Sprintank and/or the Company this Agreement, or any as required by law or legal process, including with respect to possible violations of its affiliateslaw, (ii) confers a competitive advantage on Sprintank and/or the Company participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency, legislative body or any self-regulatory organization, including, but not limited to, the Department of its affiliatesJustice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, (iii) accepting any U.S. Securities and Exchange Commission Awards, or (iiiiv) would be detrimental making other disclosures under the whistleblower provisions of federal law or embarrassing to Sprintank and/or the Company regulation. In addition, nothing in this Agreement or any other agreement or Company policy prohibits or restricts Executive from initiating communications with, or responding to any inquiry from, any administrative, governmental, regulatory or supervisory authority regarding any good faith concerns about possible violations of its affiliates if disclosed (collectively, "Confidential Information") is law or regulation. Executive does not need the property prior authorization of the Company to make any such reports or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless disclosures and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts not be not required to notify the Company promptly of that such request reports or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or disclosures have under Executive's controlbeen made.

Appears in 6 contracts

Sources: Employment Agreement (Vistra Corp.), Employment Agreement (Vistra Corp.), Employment Agreement (Vistra Corp.)

Confidential Information. Executive acknowledges 6.1 Until the Closing Date or, if this Agreement is terminated in accordance with Section 11.1, then perpetually, the Company will, subject to Section 9.2 hereof, keep confidential and not disclose or use, and the Company will not allow any of its Representatives to disclose or use, any Confidential Information, for any purpose, except as contemplated by this Agreement. If this Agreement is terminated, all Confidential Information obtained by the Company in connection with this Agreement, including all copies, whether in written form or stored electronically, will be returned to the Transferor promptly after that all termination. 6.2 The obligation of the Company under Section 9.1 above, to keep confidential and not disclose or use any Confidential Information, does not apply to information concerning that: (a) is generally available to or known by the business and affairs public, other than as a result of Sprintank and/or improper disclosure by the Company or any of its affiliates which Representatives; (ib) was available to the Company on a non-confidential basis before its disclosure by the Transferor or any Representative of the Transferor; (c) is confidential or was obtained by the Company from a source other than the Transferor or any Representative of the Transferor, if that source is not bound by a confidentiality agreement with the Transferor; or (d) the Company or any Representative of the Company is required by law to disclose. 6.3 The Transferor and proprietary the Company acknowledge that the computers and data storage and retrieval systems or network of the Company and, if applicable, its Representatives, may automatically back up Confidential Information stored in electronic form. The Transferor and the Company agree that to Sprintank and/or the extent that those back-up procedures automatically create electronic copies of Confidential Information (“Secondary Information”), each of the Company and, if applicable, its Representatives, may, despite any requirement under this Agreement to return or destroy Confidential Information, retain Secondary Information in its archival storage for the period that it would normally archive electronic data, provided that those data are periodically and systematically overwritten or otherwise destroyed. Secondary Information will be subject to the provisions of this Agreement until destroyed and may not be accessed by the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any Representatives during its period of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlarchival storage.

Appears in 6 contracts

Sources: Asset Transfer Agreement (FG Group Holdings Inc.), Asset Transfer Agreement (Strong Global Entertainment, Inc.), Asset Transfer Agreement (Strong Global Entertainment, Inc)

Confidential Information. Executive acknowledges that all information concerning in the business and affairs course of Sprintank and/or his employment with the Company (and, if applicable, its predecessors), he has been allowed to become, and will continue to be allowed to become, acquainted with the Company's business affairs, information, trade secrets, and other matters which are of a proprietary or any of its affiliates which (i) is confidential nature, including but not limited to the Company's and proprietary to Sprintank and/or the Company or any of its affiliates' and predecessors' operations, business opportunities, price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information and knowledge (ii) confers a competitive advantage on Sprintank and/or collectively the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is concerning the property of Company's and its affiliates' and predecessors' business. The Company agrees to provide on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company (the "CEO"), unless and except to the extent that the aforementioned matters (i) become Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company; (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use by in the public Company's industry (other than by reason of any disclosure by Executivethe "laboratory analytical instruments industry"), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure action or inaction by Executive), ; or (iiiiv) are required such information has been rightfully received by law a member of the laboratory analytical instruments industry or has been published in a form generally available to the laboratory analytical instruments industry prior to the date Executive proposes to disclose or use such information. Executive further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as Executive shall cease to be employed by the order of any court of competent jurisdiction or government agency Company, he will immediately turn over to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any all Confidential Information, Executive will use reasonable best efforts including papers, documents, writings, electronically stored information, other property, and all copies of them provided to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to created by him during the Company at any time course of his employment with the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlCompany.

Appears in 6 contracts

Sources: Employment Agreement (Harvard Bioscience Inc), Employment Agreement (Harvard Bioscience Inc), Employment Agreement (Harvard Bioscience Inc)

Confidential Information. (a) The Executive shall not disclose or use at any time, either during his employment with the Company or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by him, except to the extent that 1) such disclosure or use is directly related to and required by the Executive’s performance during the Employment Period of the duties assigned to the Executive, or 2) the Executive is required by subpoena or similar process to disclose or discuss any Confidential Information; provided, that, in such case, the Executive shall promptly inform the Company of such event, shall cooperate with the Company and its Subsidiaries in attempting to obtain a protective order or to otherwise restrict such disclosure. At the Company’s expense, the Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Executive acknowledges that all the Confidential Information obtained by him during the course of his employment with the Company is the property of the Company and its Subsidiaries. (b) The Executive understands that the Company and its Subsidiaries will receive from third parties confidential or proprietary information concerning (“Third Party Information”) subject to a duty on the business part of the Company and affairs its Subsidiaries to maintain the confidentiality of Sprintank and/or such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of Section 1.5(a) above, the Executive shall hold Third Party Information in the strictest confidence and shall not disclose to anyone (other than personnel of the Company or any of its affiliates which (iSubsidiaries who need to know such information in connection with their work for the Company and its Subsidiaries) is confidential and proprietary to Sprintank and/or or use, except in connection with his work for the Company or any of its affiliatesSubsidiaries, Third Party Information unless expressly authorized by a member of the Board in writing. (iic) confers a competitive advantage on Sprintank and/or During the Employment Period, the Executive shall not use or disclose any confidential information or trade secrets, if any, of any former employers or any other Person to whom the Executive has an obligation of confidentiality, and shall not bring onto the premises of the Company or any of its affiliates, Subsidiaries any unpublished documents or any property belonging to any former employer or any other Person to whom the Executive has an obligation of confidentiality unless consented to in writing by the former employer or Person. The Executive shall use in the performance of his duties only information that is (i) generally known and used by Persons with training and experience comparable to the Executive’s and that is (x) common knowledge in the industry or (iiiy) would be detrimental is otherwise legally in the public domain, (ii) otherwise provided or embarrassing to Sprintank and/or developed by the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive)Subsidiaries, or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence case of such a protective order materials, property or waiver, Executive is compelled information belonging to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order former employer or other assurance that confidential treatment will be accorded Person to any Confidential Information disclosed. whom the Executive shall deliver to the Company at any time the Company may requesthas an obligation of confidentiality, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) approved for such use in writing by such former employer or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlPerson.

Appears in 5 contracts

Sources: Employment Agreement (Saratoga Resources Inc /Tx), Employment Agreement (Saratoga Resources Inc /Tx), Employment Agreement (Saratoga Resources Inc /Tx)

Confidential Information. (a) Executive acknowledges covenants that all Executive will not use for Executive’s benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any Person other than the Company, any confidential, proprietary or unique information (“Confidential Information”) belonging to, used by or in possession of the Company including, but not limited to, the methods, policies, procedures, techniques, trade secrets, software, products, customer lists or other knowledge or processes used or developed by the Company or other information concerning the business and affairs Company of Sprintank and/or which Executive became aware as a result of Executive’s employment with the Company Company. If Executive is uncertain about whether certain information or any of its affiliates which material is Confidential Information, then Executive shall treat that information or material as Confidential Information. The foregoing restrictions will not apply to (i) information which is confidential and proprietary to Sprintank and/or the Company or any of its affiliatesbecomes, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of a breach of this Agreement or a similar confidentiality obligation generally available to the public, or (ii) the disclosure of information required pursuant to a subpoena or other legal process; provided that Executive will notify the Company, in writing, of the receipt of any such subpoena or other legal process requiring such disclosure immediately after receipt thereof and the Company will have a reasonable opportunity to quash such subpoena or other legal process prior to any disclosure by Executive), or . For purposes of this Agreement the word “Person” means and includes any: (i) natural person; (ii) firm; (iii) partnership; (iv) joint venture; (v) corporation; (vi) limited liability company; (vii) limited liability partnership; (viii) business venture; (ix) trust; (x) association; (xi) consumer organization; (xii) state, local or federal government agency, branch, department or other governmental unit; (xiii) bankruptcy or other trustee; or (xiv) any other Person. (b) During the Employment Term and after the expiration thereof, regardless of the reason, Executive shall not use the Confidential Information for the benefit of Executive or any other Person other than the Company. During the Employment Term, Executive shall keep the Confidential Information in the strictest confidence and share it with other Persons only for the benefit of the Company. Moreover, from and after the expiration of the Employment Term, regardless of reason, Executive will not disclose any Confidential Information to any Persons other than the Company, in whole or in part, in any matter either directly or indirectly. (c) From and after the expiration or termination of Executive’s employment with the Company, regardless of the reason, Executive shall not make copies of any Confidential Information in any form or manner whatsoever (including, but not limited to, computer printouts, computer tapes, discs, etc.). Moreover, immediately upon and after the expiration or termination of Executive’s employment with the Company, regardless of the reason, Executive shall surrender, transfer possession of, and deliver (collectively, “Transfer”) to the Company all originals and all copies, in whatever form (whether written, contained on computer media or otherwise) of: (i) all Confidential Information; and (ii) all property, notes, manuals, reports, documents and other things that relate in any way, directly or indirectly, to any Confidential Information (subparts (i) and (ii) are required by law referred to collectively as “Information”), as are in Executive’s possession, custody or control. If requested by the order of any court of competent jurisdiction or government agency to Company, the Transfer shall be disclosedaccompanied by a written statement executed by Executive, in which case, certifying that: (A) Executive will use reasonable best efforts all originals and all copies of all Information have been returned to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, Company; and (B) ifExecutive has not retained any original or copy of any Information. Notwithstanding anything to the contrary contained in this Section 9(c), in Executive may comply with any properly issued subpoena or order of an administrative or judicial body, provided that Executive shall give the absence Company written notice of such a protective subpoena or order or waiver, Executive is compelled at least 10 days prior to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive’s compliance therewith. (d) Executive shall deliver also execute the Company’s standard confidentiality and invention assignment agreement, as it may be updated from time to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data time. (and copies thereofe) relating to the Confidential Information, Work Product (as defined below) or the business All restrictive covenants contained in this Section 9 shall survive termination of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlthis Agreement.

Appears in 5 contracts

Sources: Executive Employment Agreement (Ener-Core, Inc.), Executive Employment Agreement (Ener-Core Inc.), Executive Employment Agreement (Ener-Core Inc.)

Confidential Information. Executive acknowledges that all Employee, during the Term, will have access to and become familiar with confidential information, secrets and proprietary information concerning the business and affairs of Sprintank the Company, its controlled subsidiaries and other controlled entities, including client and customer information, information concerning their products, patent rights and know-how, and other technical information, business strategies and pricing information, and other confidential and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed information (collectively, "“Confidential Information") is the property of the Company or such affiliate”). Therefore, Executive agrees that Executive Confidential Information shall not disclose include any information that is or becomes generally available to the public other than as a result of Employee’s improper or unauthorized disclosure of such information in violation of this Agreement. As to such Confidential Information, Employee agrees as follows: (a) During the Term or at any unauthorized person time following the termination of this Agreement, Employee will not, directly or use for Executive's own purposes any Confidential Information indirectly, without the prior written consent of the Chief Executive Officer of the Company (1) disclose or permit the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason disclosure of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive)such Confidential Information, or (iii2) are use, reproduce or distribute, or make or permit any use, reproduction or distribution of, directly or indirectly, any such Confidential Information, except for any disclosure, use, reproduction or distribution that is required in the course of his employment with the Company, its controlled subsidiaries or other controlled entities. (b) If, during the Term or at any time following the termination of this Agreement, Employee is requested or required (by law oral question or by the order of any court of competent jurisdiction request for information or government agency to be discloseddocuments, in which caseany legal proceeding, (Ainterrogatory, subpoena, civil investigative demand, or similar process) Executive will use reasonable best efforts to disclose any Confidential Information, Employee agrees to notify the Company promptly immediately in writing of such the request or requirement so that the Company may seek an appropriate protective protection order or waive compliance with the provisions of this Section 1, and (B) ifSection. If, in the absence of such a protective order or waiverthe receipt of a waiver under this Agreement, Executive is Employee is, on the advice of counsel, compelled to disclose any Confidential InformationInformation to any tribunal or else stand liable for contempt, Executive will Employee may disclose such Confidential Information to the tribunal; provided, however, that Employee shall use his commercially reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an a court order or other assurance that confidential treatment will be accorded to such Confidential Information. (c) Upon termination of employment of Employee, for whatever reason, Employee shall surrender to the Company any and all documents, manuals, correspondence, reports, records and similar items then or thereafter coming into the possession of Employee which contain any Confidential Information disclosed. Executive shall deliver of the Company or its controlled subsidiaries or other controlled entities. (d) Employee recognizes and acknowledges that the obligations of Employee contained in Section 7 of this Agreement are reasonable and necessary to protect the legitimate business interests of the Company, and that any breach or violation of any of the provisions of such Section is likely to result in irreparable injury to the Company for which the Company would have no adequate remedy at law. Employee agrees that if Employee shall breach or violate Section 7 of this Agreement, the Company shall be entitled, if it so elects, to institute and prosecute proceedings at law or in equity, including, but not limited to, a proceeding seeking injunctive relief, to obtain damages with respect to such breach or violation, to enforce the specific performance of Section 7 this Agreement by Employee, or to enjoin Employee from engaging in any time activity in violation of Section 7 of this Agreement. Employee acknowledges that in the event of any such breach or violation, the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages or posting a bond, and to an equitable accounting of all earnings, profits, and other benefits arising from any such breach or violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may requestbe entitled. Employee agrees that in the event of any such violation, all memoranda, notes, plans, records, reports, computer tapes, printouts and software an action may be commenced for preliminary or permanent injunctive relief and other documents equitable relief in any federal or state court of competent jurisdiction sitting in ▇▇▇▇▇▇ County, Texas, or in any other court of competent jurisdiction. Employee waives, to the fullest extent permitted by law, any objection that Employee may now or hereafter have to such jurisdiction or to the laying of the venue of any such suit, action, or proceeding brought in such a court and data (any claim that such suit, action or proceeding has been brought in an inconvenient forum. Employee agrees that effective service of process may be made upon Employee under the notice provisions contained in Section 11 of this Agreement. Employee further agrees that the existence of any claim or cause of action against the Company, whether predicated upon a breach or violation by the Company of this Agreement or any other contract or agreement between Employee and copies thereof) the Company, shall not constitute or be asserted as a defense to the enforcement by the Company to the provisions of this Section relating to the Confidential Information, Work Product (as defined below) Company’s right to injunctive or the business other equitable relief for Employee’s breach or violation of Sprintank and/or the Company or any Section 7 of its affiliates which Executive may then possess or have under Executive's controlthis Agreement.

Appears in 5 contracts

Sources: Employment Agreement (Gulf United Energy, Inc.), Employment Agreement (Gulf United Energy, Inc.), Employment Agreement (Gulf United Energy, Inc.)

Confidential Information. Executive acknowledges that all shall not disclose or use, or authorize anyone else to disclose or use, at any time, during the Employment Period, any trade secrets or other confidential information concerning the business and affairs of Sprintank and/or the Company of which Executive is or any becomes informed or aware of its affiliates which prior to or during the Employment Period, except (i) is confidential as may be required for Executive to perform his duties and proprietary to Sprintank and/or the Company or any of its affiliatesobligations under this Agreement, (ii) confers to the extent such information has been disclosed to Executive by a competitive advantage on Sprintank and/or third party who is not affiliated with the Company or any which otherwise becomes generally available to the public, (iii) information which must be disclosed as a result of its affiliatesa subpoena or other legal process, provided that the Company is given reasonable notice and an opportunity to obtain a protective order, or (iiiiv) would unless Executive shall first secure the Company's prior written authorization. This paragraph shall survive the termination of this Employment Period, whether by lapse of time or otherwise, and shall remain in effect and be detrimental enforceable against Executive for six months or embarrassing if Company trade secrets or confidential information becomes public prior to Sprintank and/or the time limit. Executive shall execute additional agreements and confirmations of his obligations to the Company or any concerning such non-disclosure of its affiliates if disclosed (collectively, "Confidential Information") is the property of Company trade secrets and other confidential information as the Company or such affiliate. Thereforemay require from time to time, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent provided that the aforementioned matters execution of such additional agreements and confirmations are (i) become generally known to reasonable and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed required of all other senior executive employees of the Company under similar circumstances. Executive shall use his best efforts to prevent the removal of any Confidential Information from the premises of the Company, except as required in his normal course of employment by a the Company. Executive shall use his best efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlwas bound hereby.

Appears in 5 contracts

Sources: Employment Agreement (Spartan Gold Ltd.), Employment Agreement (Spartan Gold Ltd.), Employment Agreement (Spartan Gold Ltd.)

Confidential Information. Executive acknowledges that all agrees to refrain (whether during or after his employment with the Company) from disclosing or using, except as permitted by this Agreement, any secrets or confidential information concerning the business and affairs of Sprintank and/or with respect to the Company or any of the Company’s direct or indirect wholly owned subsidiaries (collectively the “Covered Entities”), including without limitation its affiliates which trade secrets, patents, affairs, business plans, strategic, commercial or financial information other than information that is or becomes publicly available through no fault of Executive (i) the “Confidential Information”). Executive may disclose or communicate only such information as is confidential and proprietary to Sprintank and/or reasonable required or specifically approved by the Board of Directors or authorized management personnel of the Company designated by the Board of Directors in connection with Executive’s services. Confidential Information may be used solely for the benefit of the Company, and Executive shall not make any other use of such information. Executive agrees that all materials relating to the business of any Covered Entity that are provided or any made available to Executive, or created by Executive, during the course of its affiliates, (ii) confers a competitive advantage on Sprintank and/or Executive’s services to the Company or any of its affiliates, or (iii) would shall be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is and remain the property of the Company and/or the applicable Covered Entity (subject to the terms of any separate agreement between the Company and/or its Parent Companies and the affected Covered Entity), whether or not such affiliatematerials constitute or contain Confidential Information, and all copies of such materials shall be returned to the Company immediately upon the termination of Executive’s services to the Company. Therefore, In the event that the Company notifies the Executive agrees that Executive shall not disclose to it has entered into a confidentiality agreement with a Covered Entity or with any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer Affiliate of the Company (the "CEO"), unless and with respect to confidential information provided to the extent that Company, the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver comply with such reasonable obligations thereunder as are applicable to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's control.

Appears in 5 contracts

Sources: Employment Agreement (Nextel Partners Inc), Employment Agreement (Nextel Partners Inc), Employment Agreement (Nextel Partners Inc)

Confidential Information. Executive acknowledges that all information concerning in the course of his employment with the Company, he has been allowed to become, and will continue to be allowed to become, acquainted with the Company's business affairs, information, trade secrets, and affairs other matters which are of Sprintank and/or a proprietary or confidential nature, including but not limited to the Company or any of its affiliates which (i) is confidential Company's and proprietary to Sprintank and/or the Company or any of its affiliates' operations, business opportunities, price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information and knowledge (ii) confers a competitive advantage on Sprintank and/or collectively the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") concerning the Company's and its affiliates' business. Executive understands and acknowledges that the Confidential Information is the property of confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and except to the extent that the aforementioned matters (i) become Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company; (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use by in the public (other than by reason of any disclosure by Executive)Company's industry, (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure action or inaction by Executive), ; or (iiiiv) are required by law such information has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Executive further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as Executive shall cease to be employed by the order of any court of competent jurisdiction or government agency Company, he will immediately turn over to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any all Confidential Information, Executive will use reasonable best efforts including papers, documents, writings, electronically stored information, other property, and all copies of them provided to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to created by him during the Company at any time course of his employment with the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlCompany.

Appears in 5 contracts

Sources: Executive Employment Agreement (Centennial Technologies Inc), Executive Severance Agreement (Centennial Technologies Inc), Executive Severance Agreement (Centennial Technologies Inc)

Confidential Information. The Executive acknowledges agrees that during the Agreement Term and at all times thereafter: (a) Except as may be required by the lawful order of a court or agency of competent jurisdiction, except as necessary to carry out his duties to the Company and its affiliates, or except to the extent that the Executive has express authorization from the Company, the Executive agrees to keep secret and confidential indefinitely, all Confidential Information (as defined below), and not to disclose the same, either directly or indirectly, to any other person, firm, or business entity, or to use it in any way. (b) To the extent that any court or agency seeks to have the Executive disclose Confidential Information, he shall promptly inform the Company, and he shall take such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent that the Executive obtains information concerning the business and affairs on behalf of Sprintank and/or the Company or any of its affiliates which that may be subject to attorney-client privilege as to the Company’s attorneys, the Executive shall take reasonable steps to maintain the confidentiality of such information and to preserve such privilege. (ic) is confidential and proprietary Nothing in the foregoing provisions of this paragraph 10 shall be construed so as to Sprintank and/or prevent the Executive from using, in connection with his employment for himself or an employer other than the Company or any of the affiliates, knowledge which was acquired by him during the course of his employment with the Company and its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") and which is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to persons of his experience in other companies in the same industry. (d) For purposes of this Agreement, the term “Confidential Information” shall include all non-public information (including, without limitation, information regarding litigation and available for use by the public (other than by reason of any disclosure by Executive), (iipending litigation) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify concerning the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which was acquired by or disclosed to the Executive during the course of his employment with the Company, or during the course of his consultation with the Company following the Termination Date. (e) This paragraph 10 shall not be construed to unreasonably restrict the Executive’s ability to disclose confidential information in an arbitration proceeding or a court proceeding in connection with the assertion of, or defense against any claim of breach of this Agreement. If there is a dispute between the Company and the Executive as to whether information may then possess be disclosed in accordance with this subparagraph (e), the matter shall be submitted to the arbitrators or have under Executive's controlthe court (whichever is applicable) for decision.

Appears in 5 contracts

Sources: Severance Agreement (Castle a M & Co), Change in Control Agreement (Castle a M & Co), Change in Control Agreement (Castle a M & Co)

Confidential Information. (a) At all times both during Executive’s employment and following the termination of Executive’s employment for any reason, Executive acknowledges that all information concerning the business and affairs of Sprintank and/or the Company or any of its affiliates which shall: (i) is confidential hold the Confidential Information in strictest confidence, take all reasonable precautions to prevent the inadvertent disclosure of the Confidential Information to any unauthorized person, and proprietary to Sprintank and/or follow all the Company or any of its affiliates, Company’s policies protecting the Confidential Information; (ii) confers a competitive advantage on Sprintank and/or the Company not use, copy, divulge or any of its affiliates, otherwise disseminate or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts or any portion thereof, to limit such disclosure to Confidential Information which is so required any unauthorized person; (iii) not make, or permit or cause to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may requestmade, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to of the Confidential Information, Work Product except as necessary to carry out Executive’s authorized duties as an employee of the Company; and (as defined belowiv) or the business of Sprintank and/or promptly and fully advise the Company of all facts known to Executive concerning any actual or threatened unauthorized use or disclosure of which Executive becomes aware. (b) Executive hereby assigns to the Company any rights Executive may have or acquire in the Confidential Information, and recognizes that the Company shall be the sole owner of all copyrights, trade secret rights, and all other rights throughout the world (collectively, “Proprietary Rights”) in connection with such rights. (c) If Executive receives any subpoena or becomes subject to any legal obligation that might require Executive to disclose Confidential Information, Executive will provide prompt written notice of that fact to the Company, enclosing a copy of the subpoena and any other documents describing the legal obligation. In the event that the Company objects to the disclosure of Confidential Information, by way of a motion to quash or otherwise, Executive agrees to not disclose any Confidential Information while any such objection is pending. (d) Executive understands that the Company has and will receive from third parties confidential or proprietary information (“Third Party Information”) under a duty to maintain the confidentiality of such Third Party Information and to use it only for limited purposes. During the term of Executive’s association with the Company and at all times after the termination of such association for any reason, Executive will hold Third Party Information in strict confidence and will not disclose or use any Third Party Information unless expressly authorized by the Company in advance or as may be strictly necessary to perform Executive’s obligations with the Company, subject to any agreements binding on the Company with respect to such Third Party Information. (e) Executive will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or of any other person to whom Executive has an obligation of confidentiality, and Executive will not bring onto the Company’s premises any unpublished documents or any property belonging to any former employer or of its affiliates which any other person to whom Executive may then possess or have under Executive's controlhas an obligation of confidentiality.

Appears in 5 contracts

Sources: Employment Agreement (Innotrac Corp), Employment Agreement (Innotrac Corp), Employment Agreement (Innotrac Corp)

Confidential Information. During the course of the Executive’s employment with the Company, the Executive acknowledges has learned and will continue to learn of Confidential Information, and has developed and will continue to develop Confidential Information on behalf of the Company and its Affiliates. The Executive agrees that all information concerning he will not use or disclose to any Person (except as required by applicable law or for the business proper performance of his regular duties and affairs of Sprintank and/or responsibilities for the Company) any Confidential Information obtained by the Executive incident to his employment or any other association with the Company or any of its affiliates which Affiliates; provided, however, that the provisions of this Section 3(a) will not prohibit (iA) is confidential and proprietary disclosure to Sprintank and/or the Executive’s legal or financial advisors to the extent reasonably required in connection with their services to the Executive, provided such advisers agree not to further disclose such information; (B) retention of any documents relating to the Executive’s compensation, benefits or ongoing obligations to the Company or any of its affiliatesAffiliates and any information reasonably required for tax preparation purposes; or (C) any disclosure made in connection with the enforcement of any right or remedy relating to this Agreement or the transactions contemplated by the Merger Agreement. The Executive agrees that this restriction will continue to apply after his employment terminates, regardless of the reason for such termination. For the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects the Executive’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity and (ii) confers the Executive will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a competitive advantage on Sprintank and/or trade secret (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the Company purpose of reporting or any investigating a suspected violation of its affiliateslaw, or (iiiz) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by in a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order complaint or other assurance document filed under seal in a lawsuit or other proceeding; provided, however, that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to notwithstanding this immunity from liability, the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlbe held liable if he unlawfully accesses trade secrets by unauthorized means.

Appears in 4 contracts

Sources: Employment Agreement (Advent Technologies Holdings, Inc.), Employment Agreement (Advent Technologies Holdings, Inc.), Employment Agreement (Advent Technologies Holdings, Inc.)

Confidential Information. The Executive acknowledges agrees that, during the Agreement Term, and at all times thereafter: (a) Except as may be required by the lawful order of a court or agency of competent jurisdiction, except as necessary to carry out his duties to the Company and its Subsidiaries, or except to the extent that the Executive has express authorization from the Company, the Executive agrees to keep secret and confidential indefinitely, all Confidential Information, and not to disclose the same, either directly or indirectly, to any other person, firm, or business entity, or to use it in any way. (b) To the extent that any court or agency seeks to have the Executive disclose Confidential Information, he shall promptly inform the Company, and he shall take such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent that the Executive obtains information concerning the business and affairs on behalf of Sprintank and/or the Company or any of its affiliates which the Subsidiaries that may be subject to attorney-client privilege as to the Company’s attorneys, the Executive shall take reasonable steps to maintain the confidentiality of such information and to preserve such privilege. (ic) is confidential and proprietary Nothing in the foregoing provisions of this paragraph 8 shall be construed so as to Sprintank and/or prevent the Executive from using, in connection with his employment for himself or an employer other than the Company or any of its affiliatesthe Subsidiaries, (ii) confers a competitive advantage on Sprintank and/or knowledge which was acquired by him during the course of his employment with the Company or any of its affiliatesand the Subsidiaries, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") and which is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to persons of his experience in other companies in the same industry. (d) For purposes of this Agreement, the term “Confidential Information” shall include all non-public information (including, without limitation, information regarding litigation and available for use pending litigation) concerning the Company and the Subsidiaries which was acquired by or disclosed to the public Executive during the course of his employment with the Company, or during the course of his consultation with the Company following his Date of Termination (other than by reason regardless of whether consultation is pursuant to paragraph 10). (e) This paragraph 8 shall not be construed to unreasonably restrict the Executive’s ability to disclose confidential information in an arbitration proceeding or a court proceeding in connection with the assertion of, or defense against any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to claim of breach of this Agreement (other than as in accordance with paragraph 23. If there is a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify dispute between the Company promptly of such request or requirement so that and the Company Executive as to whether information may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will in accordance with this subparagraph 8(e) the matter shall be accorded to any Confidential Information disclosed. Executive shall deliver submitted to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) arbitrators or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlcourt (whichever is applicable) for decision.

Appears in 4 contracts

Sources: Employment Agreement (Prologis), Employment Agreement (Prologis), Employment Agreement (Prologis)

Confidential Information. Executive acknowledges agrees that: ------------------------ (a) Except as may be required by the lawful order of a court or agency of competent jurisdiction, or except to the extent that Executive has express authorization from the Company, Executive agrees to keep secret and confidential indefinitely all non-public information (including, without limitation, information regarding litigation and pending litigation) concerning the business Company and affairs of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") which was acquired by or disclosed to Executive during the course of Executive's employment with the Company and not to disclose the same, either directly or indirectly, to any other person, firm, or business entity, or to use it in any way. (b) Confidential Information does not include (i) information which, at the time of disclosure is published, known publicly or is otherwise in the property public domain, through no fault of Executive; (ii) information which, after disclosure is published or becomes known publicly or otherwise becomes part of the Company public domain, through no fault of Executive; and (iii) information which is required to be disclosed in compliance with applicable laws or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person regulations or use for Executive's own purposes any Confidential Information without the prior written consent by order of the Chief Executive Officer a court or other regulatory body of the Company competent jurisdiction. (the "CEO"), unless and to c) To the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency seeks to be disclosed, in which case, (A) have Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use shall promptly inform the Company, and Executive shall take such reasonable best efforts steps to limit such prevent disclosure to of Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to until the Company at any time has been informed of such requested disclosure, and the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating has an opportunity to respond to such court or agency. To the Confidential Information, Work Product (as defined below) or the business extent that Executive obtains information on behalf of Sprintank and/or the Company or any of its affiliates which that may be subject to attorney-client privilege as to the Company's attorneys, Executive may then possess or have under shall follow the guidelines provided by the Company's legal counsel on maintaining the confidentiality of such information and to preserve such privilege. (d) Nothing in the foregoing provisions of this paragraph 6 shall be construed so as to prevent Executive from using, in connection with Executive's controlemployment for himself or an employer other than the Company and its affiliates, knowledge which was acquired by Executive during the course of Executive's employment with the Company and its affiliates and which is generally known to persons of Executive's experience in other companies in the same industry.

Appears in 4 contracts

Sources: Employment Agreement (Ipcs Inc), Employment Agreement (Ipcs Inc), Employment Agreement (Ipcs Inc)

Confidential Information. Executive acknowledges agrees that: (a) Except as may be required by the lawful order of a court or agency of competent jurisdiction, or except to the extent that Executive has express authorization from the Company, Executive agrees to keep secret and confidential indefinitely all non-public information (including, without limitation, information regarding litigation and pending litigation) concerning the business Company and affairs of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") which was acquired by or disclosed to Executive during the course of Executive's employment with the Company and not to disclose the same, either directly or indirectly, to any other person, firm, or business entity, or to use it in any way. (b) Confidential Information does not include (i) information which, at the time of disclosure is published, known publicly or is otherwise in the property public domain, through no fault of Executive; (ii) information which, after disclosure is published or becomes known publicly or otherwise becomes part of the Company public domain, through no fault of Executive; and (iii) information which is required to be disclosed in compliance with applicable laws or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person regulations or use for Executive's own purposes any Confidential Information without the prior written consent by order of the Chief Executive Officer a court or other regulatory body of the Company competent jurisdiction. (the "CEO"), unless and to c) To the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency seeks to be disclosed, in which case, (A) have Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use shall promptly inform the Company, and Executive shall take such reasonable best efforts steps to limit such prevent disclosure to of Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to until the Company at any time has been informed of such requested disclosure, and the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating has an opportunity to respond to such court or agency. To the Confidential Information, Work Product (as defined below) or the business extent that Executive obtains information on behalf of Sprintank and/or the Company or any of its affiliates which that may be subject to attorney-client privilege as to the Company's attorneys, Executive may then possess or have under shall follow the guidelines provided by the Company's legal counsel on maintaining the confidentiality of such information and to preserve such privilege. (d) Nothing in the foregoing provisions of this Section 6 shall be construed so as to prevent Executive from using, in connection with Executive's controlemployment for himself or an employer other than the Company and its affiliates, knowledge which was acquired by Executive during the course of Executive's employment with the Company and its affiliates and which is generally known to persons of Executive's experience in other companies in the same industry.

Appears in 4 contracts

Sources: Employment Agreement (Ipcs Inc), Employment Agreement (Ipcs Inc), Employment Agreement (Ipcs Inc)

Confidential Information. During the Employment Period and thereafter, the Executive acknowledges that shall keep secret and retain in the strictest confidence, and shall hold in a fiduciary capacity for the benefit of the Company all information concerning the business and affairs of Sprintank and/or secret or confidential information, knowledge or data relating to the Company or any of its affiliates which (i) is confidential affiliated companies, and proprietary their respective businesses, including without limitation, any data, information, ideas, knowledge and papers pertaining to Sprintank and/or the customers, prospective customers, prospective products or business methods of the Company, including without limitation the business methods, plans and procedures of the Company, that shall have been obtained by the Executive during the Executive’s employment by the Company or any of its affiliates, affiliated companies and that shall not be or become public knowledge (ii) confers a competitive advantage on Sprintank and/or other than by acts by the Company Executive or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property representatives of the Company Executive in violation of this Agreement or such affiliatethe Severance Benefits Agreement). ThereforeAfter termination of the Employment Period, Executive agrees that the Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information not, without the prior written consent of the Chief Executive Officer of Company or as may otherwise be required by law or legal process after reasonable advance written notice to the Company, use communicate or divulge any such information, knowledge or data, directly or indirectly, to anyone other than the Company (and those designated by it. Nothing contained in this Agreement shall prohibit the "CEO"), unless and to the extent that the aforementioned matters Executive from disclosing or using information (i) become generally which is now known by or hereafter becomes available to and available for use by the general public (other than by reason of any disclosure by Executive), through non-confidential sources; (ii) are independently developed by which became known to the Executive from a person source other than Company, or entity that is not a party to this Agreement (any of its subsidiaries or affiliates, other than as a result of any disclosure by Executive), a breach (known or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver should have been known to the Company at any time the Company may requestExecutive) by such source of an obligation of confidentiality owed by it to Company, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its subsidiaries or affiliates (but not if such information was known by the Executive at such time of disclosure or use to be confidential); (iii) in connection with the proper performance of his duties hereunder, (iv) which is otherwise legally required (but only if the Executive may then possess gives reasonable advance notice to the Company of such disclosure obligation to the extent legally permitted, and cooperates with the Company (at the Company’s expense), if requested, in resisting such disclosure) or have under Executive's control(v) which is reasonably appropriate in connection with a litigation or arbitration related to this Agreement, the Severance Benefits Agreement, or an award of LTIP Units.

Appears in 4 contracts

Sources: Employment Agreement (Washington Prime Group Inc.), Employment Agreement (Washington Prime Group Inc.), Employment Agreement (Glimcher Realty Trust)

Confidential Information. Executive acknowledges that all information concerning in the business and affairs course of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of his employment with the Company (the "CEO"and, if applicable, its predecessors), unless he has been allowed to become, and will continue to be allowed to become, acquainted with the Company’s business affairs, information, trade secrets, and other matters which are of a proprietary or confidential nature, including but not limited to the Company’s and its affiliates’ and predecessors’ operations, business opportunities, price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information and knowledge (collectively the “Confidential Information”) concerning the Company’s and its affiliates’ and predecessors’ business. The Company agrees to provide on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that the aforementioned matters (i) become Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company; (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use by in the public Company’s industry (other than by reason of any disclosure by Executivethe “regenerative medicine industry”), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure action or inaction by Executive), ; or (iiiiv) are required such information has been rightfully received by law a member of the regenerative medicine industry or has been published in a form generally available to the regenerative medicine industry prior to the date Executive proposes to disclose or use such information. Executive further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as Executive shall cease to be employed by the order of any court of competent jurisdiction or government agency Company, he will immediately turn over to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any all Confidential Information, Executive will use reasonable best efforts including papers, documents, writings, electronically stored information, other property, and all copies of them provided to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to created by him during the Company at any time course of his employment with the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlCompany.

Appears in 4 contracts

Sources: Employment Agreement, Employment Agreement (Harvard Apparatus Regenerative Technology, Inc.), Employment Agreement (Harvard Apparatus Regenerative Technology, Inc.)

Confidential Information. During the term of this Agreement and forever thereafter, Executive acknowledges that agrees to keep confidential all information concerning provided by the Company, including any trade secrets and any information and material relating to any customer, vendor, licensor, licensee, or other party transacting business and affairs of Sprintank and/or with the Company (collectively, “Confidential Information”), and not to release, use, or disclose the Confidential Information, except in connection with performance of Executive’s duties under this Agreement or with the prior written permission of the Company. Confidential Information may be in any medium or form, including, without limitation, physical documents, computer files or disks, videotapes, audiotapes, and oral communications. Executive further covenants and agrees that every document, computer disk, computer software program, notation, record, diary, memorandum, development, investigation, or the like, and any method or manner of its affiliates doing business, of the Company (or containing other secret or Confidential Information of the Company) made or acquired by Executive during Executive’s employment, is and shall be the sole and exclusive property of the Company. Confidential Information does not include, however, information which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and becomes generally available to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any an unauthorized disclosure by Executive), or (iiiii) are the Executive is required by law to disclose pursuant to court, administrative hearing officer or by the order of any court of competent jurisdiction other judicial or government agency to be disclosedduly authorized governmental representative request or demand for such disclosure, in which case, (A) Executive will use reasonable best efforts to notify unless the Company promptly has obtained an appropriate protective order that prohibits such disclosure and the Company has advised the Executive of such protective order prior to the Executive’s fulfillment of such request or requirement so demand; provided, however, that no disclosure may be made by Executive pursuant to this clause (ii) until Executive has promptly notified the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such request or demand and the Company has had a reasonable opportunity to secure a protective order or waiverprohibiting disclosure. In the event that such protective order is not obtained, Executive shall furnish only that portion of such Confidential Information or take only such action as is compelled to disclose any Confidential Information, Executive will use legally required and shall exercise Executive’s reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other reliable assurance that confidential treatment will shall be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the such Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's control.

Appears in 4 contracts

Sources: Employment Agreement, Employment Agreement (Qwest Communications International Inc), Employment Agreement (Qwest Communications International Inc)

Confidential Information. 7.1 Each of APOL and the Executive acknowledges that covenants and agrees not to use, other than for the benefit of the Company and to keep confidential, during the term of this Agreement, all information concerning about the business Company and affairs of Sprintank and/or all Associated Companies which the Company or any of its affiliates which (i) is confidential the Associated Company treats as confidential, including, but not limited to, information about customers, marketing plans, marketing techniques, technical information, and proprietary to Sprintank and/or possible new products or services, except that APOL and the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose be required to keep particular items of information confidential after those items of information become generally available to the public without a breach by APOL or the Executive of the obligations under this Clause. 7.2 Each of APOL and the Executive covenants and agrees that, except during the performance of the Services, they shall not, at any unauthorized person time, directly or use for Executive's own purposes any Confidential Information indirectly, without the prior written consent of the Chief Executive Officer Company, use or disclose to any person any confidential or proprietary information (“Confidential Information”) obtained or developed by APOL or the Executive, as the case may be, during the term of this Agreement relating to the Company’s business, except information which at the time is (a) available to others in the same business as the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become or generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive)him not permitted hereunder, (b) lawfully acquired from a third party who is not obligated to the Company to maintain such information in confidence, or (iiic) are required by law used in any dispute or by proceedings between third parties and APOL or the order Executive, as the case may be, and is legally compelled disclosure; provided, APOL and/or the Executive, as the case may be, shall (i) assert the privileged and confidential nature of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that Confidential Information against the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1third party seeking disclosure, and (Bii) if, cooperate fully with the Company in the absence of protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection against disclosure is not obtained, APOL or waiverthe Executive, Executive is compelled as the case may be shall be entitled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (but only as defined below) and to the extent necessary to legally comply with such compelled disclosure. 7.3 Each of APOL and the Executive covenants and agrees to disclose promptly to the Company all new discoveries, ideas, formulae, products, methods, processes, designs, trade secrets, copyrightable material, patentable inventions, intellectual property or other useful technical information or know-how and all improvements, modifications or alterations of existing discoveries made, discovered or developed by the Executive, either alone or in conjunction with any other person during the term of this Agreement, or using the Company’s or any Associated Company’s materials or facilities which discoveries or developments are based on, derived from or make use of any information directly related to the business of Sprintank and/or disclosed to, or otherwise acquired by, the Executive from the Company or any Associated Company during the term of this Agreement. Each of APOL and the Executive covenants and agrees that any copyright, patent, trademark or other proprietary rights in any such discoveries shall be the sole and exclusive property of the Company, and the Company need not account to APOL or the Executive for any revenue or profit derived therefrom. If by operation of law or otherwise, any or all of the items of this Clause 7.3 or any component or element thereof is considered to be the intellectual property right of APOL or the Executive, APOL and the Executive (as applicable) covenants and agrees to irrevocably assign to the Company, its affiliates which successor and assigns, ownership of all copyrights and all other intellectual property rights available with respect to each such element or item. Each of APOL and the Executive may then possess shall be deemed to have granted the Company an irrevocable power of attorney to execute as its or have under Executive's controlhis agent any and all documents (including copyright registrations) deemed necessary by the Company to perfect Company’s intellectual property rights in and to each of the items in this Clause.

Appears in 4 contracts

Sources: Executive Services Agreement (CDC Corp), Executive Services Agreement (CDC Software CORP), Executive Services Agreement (CDC Corp)

Confidential Information. (a) The Executive acknowledges that all information concerning the business and affairs of Sprintank and/or the Company or any of its affiliates which agrees (i) that all Confidential Information is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company Company, (ii) not to disclose or such affiliate. Therefore, Executive agrees that Executive shall not disclose give possession of any Confidential Information to any unauthorized person except authorized representatives of the Company, (iii) not to directly or indirectly use any Confidential Information (A) to compete against the Company, or (B) for the Executive's own purposes benefit or for the benefit of any person other than the Company, and (iv) to promptly return to the Company following the termination of the Executive's employment, at the Company's main office, all Confidential Information without the prior written consent and other property of the Chief Company, including but not limited to, computers, computer disks, electronic data without regard to the means of storage, credit cards, identification cards, badges, keys, and any other physical or personal property belonging to the Company, and any copies, duplicates, reproductions or excerpts of any of the foregoing, even if down loaded or copied to the Executive's personal computer, personal data assistant or other mechanism used for storing information. This Section 6 shall not preclude the Executive Officer from disclosure or use of information known generally in the public domain other than through a breach of this Agreement or from disclosure required by law or court order. (b) The Executive understands, acknowledges and agrees that, during the course of his employment with the Company, he gained and will continue to gain, as a key employee of the Company, substantial information regarding and competitive knowledge of and familiarity with Confidential Information of the Company and that if the Confidential Information were disclosed or the Executive engaged in competition against the Company, the Company would suffer irreparable damage and injury. The Confidential Information derives substantial economic value, among other reasons, from not being known or readily ascertainable by proper means by others who could obtain economic value from its disclosure. The Executive acknowledges and agrees that the Company uses reasonable means to maintain the secrecy of the Confidential Information. (c) For purposes of this Agreement, the term "Confidential Information" means any and all (a) materials, records, data, documents, writings and information (whether printed, computerized, on disk or otherwise) relating or referring in any manner to the business, operations, affairs, policies, strategies, techniques, products, product developments or customers of the Company which are not generally known or available to the business, trade or industry of the Company or individuals who work therein or which are not otherwise in the public domain, in either case not through a breach of this Agreement, and (b) trade secrets of the Company (the "CEO")as defined in Indiana Code 24-2-3-2, unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive)amended, or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlsuccessor statute).

Appears in 4 contracts

Sources: Employment Agreement (National Bank of Indianapolis Corp), Employment Agreement (National Bank of Indianapolis Corp), Severance Agreement (Old National Bancorp /In/)

Confidential Information. (a) The Executive acknowledges shall not disclose or, directly or indirectly, use at any time, during the Employment Period or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by him, alone or with others, except to the extent that all information concerning the business and affairs of Sprintank and/or the Company or any of its affiliates which (i) such disclosure or use is confidential and proprietary required by the Executive’s performance of the duties assigned to Sprintank and/or the Company or any Executive by the Board of its affiliatesDirectors, (ii) confers a competitive advantage on Sprintank and/or the Executive is required by subpoena or similar process to disclose or discuss any Confidential Information, provided, that in such case, the Executive shall promptly inform the Company in writing of such event, shall cooperate with the Company in attempting to obtain a protective order or any to otherwise limit or restrict such disclosure to the greatest extent possible, and shall disclose only that portion of its affiliatesthe Confidential Information as is strictly required, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become is or becomes generally known to and available for use by the public (other than by reason of any disclosure by Executive)public, (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure action or inaction directly or indirectly by the Executive). At the Company’s expense, the Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Executive acknowledges that the Confidential Information obtained by him during the course of his employment with the Company is the sole and exclusive property of the Company and its Subsidiaries, as applicable. (b) The Executive understands that the Company and its Subsidiaries will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the part of the Company and its Subsidiaries to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and in the period specified in such confidentiality agreements, and without in any way limiting the provisions of Section 1.5(a) above, the Executive will hold Third Party Information in confidence, consistent with the obligations applicable to Confidential Information of the Company generally, and will not disclose to anyone (other than personnel and agents of the Company or its Subsidiaries who need to know such information in connection with their work for the Company or its Subsidiaries) or use, except in connection with his work for the Company or its Subsidiaries, Third Party Information unless expressly authorized by the Board in writing. (c) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is related in any way to the actual or anticipated business of the Company, its Subsidiaries, its Affiliates or any of their respective predecessors in interest, including but not limited to (i) business development, growth and other strategic business plans, (ii) properties available for acquisition, financing development or sale, (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which caseaccounting and business methods, (Aiv) Executive will use reasonable best efforts to notify services or products and the Company promptly marketing of such request services and products, (v) fees, costs and pricing structures, (vi) designs, (vii) analysis, (viii) drawings, photographs and reports, (ix) computer software, including operating systems, applications and program listings, (x) flow charts, manuals and documentation, (xi) data bases, (xii) inventions, devices, new developments, methods and processes, whether patentable or requirement so that the Company may seek an appropriate protective order unpatentable and whether or waive compliance with the provisions not reduced to practice, (xiii) copyrightable works, (xiv) all technology and trade secrets, (xv) confidential terms of this Section 1material agreements and customer relationships, and (Bxvi) ifall similar and related information in whatever form or medium. Confidential Information also expressly excludes Executive’s general know-how and business contacts contained in Executive’s rolodex, in be it electronic or otherwise, as of the absence Effective Date to the extent that the use of such a protective order information does not violate or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to breach the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business terms of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlSection 1.9.

Appears in 4 contracts

Sources: Employment Agreement (XCel Brands, Inc.), Employment Agreement (XCel Brands, Inc.), Employment Agreement (XCel Brands, Inc.)

Confidential Information. (i) The Executive acknowledges that all customer lists and information, vendor or supplier lists and information, inventions, trade secrets, know-how or other non-public, confidential or proprietary knowledge, information concerning or data with respect to the products, services, operations, finances, business and or affairs of Sprintank and/or the Company or any its subsidiaries and affiliates or with respect to confidential, proprietary or secret processes, methods, inventions, services, techniques, customers (including, without limitation, the identity of its affiliates which (i) is confidential and proprietary to Sprintank and/or the customers of the Company or any its subsidiaries and affiliates and the specific nature of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the services provided by the Company or any its subsidiaries and affiliates), employees (including, without limitation, the matters subject to this Agreement) or plans of its affiliates, or (iii) would be detrimental or embarrassing with respect to Sprintank and/or the Company or any its subsidiaries and affiliates or the terms of its affiliates if disclosed this Agreement (collectivelyall of the foregoing collectively hereinafter referred to as, "“Confidential Information"”) is the are property of the Company or such affiliateits applicable subsidiaries or affiliates. The Executive further acknowledges that the Company and its subsidiaries and affiliates intend, and make reasonable good faith efforts, to protect the Confidential Information from public disclosure. Therefore, the Executive agrees that, except as required by law or regulation or as legally compelled by court order (provided that in such case, the Executive shall not promptly notify the Company of such order, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any unauthorized person such law, regulation or order), during the Employment Term and at all times thereafter, the Executive shall not, directly or indirectly, divulge, transmit, publish, copy, distribute, furnish or otherwise disclose or make accessible any Confidential Information, or use for Executive's own purposes any Confidential Information without for the prior written consent benefit of the Chief Executive Officer of anyone other than the Company (the "CEO")and its subsidiaries and affiliates, unless and to the extent that the aforementioned matters (i) become Confidential Information becomes generally known to and available for use by the general public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of the Executive’s acts or omissions or such disclosure is necessary in the course of the Executive’s proper performance of his duties under this Agreement. (ii) The Company Entities do not wish to incorporate any disclosure by Executive)unlicensed or unauthorized material into their products or services. Therefore, the Executive agrees that he will not disclose to the Company, use in the Company’s business, or (iii) are required by law cause the Company to use, any information or by the order material which is a trade secret, or confidential or proprietary information, of any court of competent jurisdiction third party, including, but not limited to, any former employer, competitor or government agency client, unless the Company has a right to be disclosed, in which case, (A) receive and use such information or material. The Executive will use reasonable best efforts not incorporate into his work any material or information which is subject to notify the copyrights of any third party unless the Company promptly of has a written agreement with such request third party or requirement so that otherwise has the Company may seek an appropriate protective order right to receive and use such material or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlinformation.

Appears in 4 contracts

Sources: Employment Agreement (Dynegy Inc.), Employment Agreement (Dynegy Inc.), Employment Agreement (Dynegy Inc.)

Confidential Information. Executive acknowledges that all information concerning the business and affairs of Sprintank and/or in his employment he is or will be making use of, acquiring, or adding to the Company or any of its affiliates which Group’s confidential information (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "“Confidential Information"”) which includes, but is not limited to, memoranda and other materials or records of a proprietary nature; technical information regarding the property operations of the Company or such affiliateGroup; and records and policy matters relating to finance, personnel, market research, strategic planning, current and potential customers, lease arrangements, service contracts, management, and operations. Therefore, to protect the Company Group’s Confidential Information and to protect other employees who depend on the Company Group for regular employment, Executive agrees that Executive shall he will not disclose to in any unauthorized person or way use for Executive's own purposes any of said Confidential Information except in connection with his employment by the Company, and except in connection with the business of the Company he will not copy, reproduce, or take with him the original or any copies of said Confidential Information and will not directly or indirectly divulge any of said Confidential Information to anyone without the prior written consent of the Chief Company. Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to Executive; provided that, such disclosure is through no direct or indirect fault of Executive Officer or person(s) acting on Executive’s behalf. For the avoidance of doubt, this Section 6.02 does not prohibit or restrict Executive (or Executive’s attorney) from responding to any inquiry about the Agreement or its underlying facts and circumstances by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, any other self-regulatory organization or governmental entity, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive understands and acknowledges that he does not need the prior authorization of the Company (the "CEO"), unless to make any such reports or disclosures and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that he is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of that he has made such request reports or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controldisclosures.

Appears in 4 contracts

Sources: Employment Agreement (U.S. Well Services, Inc.), Employment Agreement (U.S. Well Services, Inc.), Employment Agreement (U.S. Well Services, Inc.)

Confidential Information. Executive acknowledges that all information concerning the business Company and affairs its Affiliates continually develop Confidential Information, that Executive may develop Confidential Information for the Company or its Affiliates, and that the Company has and will continue to provide Executive with Confidential Information during the course of Sprintank and/or his employment. Executive will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and shall not disclose to any person or entity or use, other than as required by applicable law or for the proper performance of his duties and responsibilities to the Company and its Affiliates, any Confidential Information obtained by Executive incident to his employment by the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company Affiliates. Notwithstanding this Section 7.1 or any other provision of its affiliatesthis Agreement, (iia) confers Executive may disclose Confidential Information when required to do so by a competitive advantage on Sprintank and/or court of competent jurisdiction, by any governmental agency having authority over Executive or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property business of the Company or its Affiliates or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such affiliateinformation; and (b) nothing in this Agreement is intended to interfere with Executive’s right to (i) report possible violations of state or federal law or regulation to any governmental or law enforcement agency or entity; (ii) make other disclosures that are protected under the whistleblower provisions of state or federal law or regulation; (iii) file a claim or charge with the Equal Employment Opportunity Commission (“EEOC”), any state human rights commission, or any other governmental agency or entity; or (iv) testify, assist, or participate in an investigation, hearing, or proceeding conducted by the EEOC, any state human rights commission, any other governmental or law enforcement agency or entity, or any court. ThereforeFor purposes of clarity, in making or initiating any such reports or disclosures or engaging in any of the conduct outlined in subsection (b) above, Executive agrees that Executive shall not may disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known necessary to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person such governmental or law enforcement agency or entity that or such court, need not seek prior authorization from the Company or its Affiliates, and is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly or its Affiliates of any such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) disclosures or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlconduct.

Appears in 4 contracts

Sources: Executive Employment Agreement (Paycom Software, Inc.), Executive Employment Agreement (Paycom Software, Inc.), Executive Employment Agreement (Paycom Software, Inc.)

Confidential Information. (a) The Executive acknowledges that the information, observations and data (including trade secrets) obtained by him or her while employed by, or associated with, the Company concerning the business or affairs of the Company and/or its subsidiaries or affiliates (collectively “Confidential Information”) are valuable, special and unique assets of the Company. Confidential Information will be interpreted as broadly as possible to include all confidential information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is related to the Company’s and its subsidiaries’ and affiliates’ current or potential businesses. Confidential Information includes, without specific limitation, the confidential information, observations and data obtained by the Executive during the course of his or her employment concerning the business and affairs of Sprintank and/or the Company or any of and its affiliates which (i) is confidential and proprietary information concerning acquisition opportunities in or reasonably related to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of Company’s and its affiliates if disclosed (collectively, "Confidential Information") is businesses or industries of which the property of Executive becomes aware during the Company or such affiliateEmployment Period. Therefore, the Executive agrees that Executive he or she shall not not, during his or her employment with the Company, or during the Restricted Period, disclose to any unauthorized person or use for Executive's own purposes any person’s account (other than the Company’s account) such Confidential Information without the Company’s prior written consent of the Chief Executive Officer of the Company (the "CEO")consent, unless and to the extent that the aforementioned matters any Confidential Information (i) become generally becomes known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of the Executive’s acts or omissions to act; (ii) was or becomes available to the Executive on a non-confidential basis from a third party, that, to the Executive’s knowledge, was not and is not in violation of any disclosure obligation of confidentiality owed to the Company or otherwise prohibited from transmitting the information to the Executive by Executive)a contractual, legal or fiduciary duty, (iii) was known by the Executive prior to employment with the Company, or (iiiiv) are is required by to be disclosed pursuant to any applicable law or by court order (provided that the order Executive shall give prompt advance written notice of any court of competent jurisdiction or government agency such requirement to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that to enable the Company may to seek an appropriate protective order or waive compliance with the provisions of confidential treatment). Nothing in this Section 1, and (B8(a) if, is intended to prevent the Executive from using or disclosing Confidential Information in the absence performance of such a protective order or waiver, the Executive’s duties on behalf of the Company. The Executive is compelled agrees to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at the termination of the Employment Period, or at any time the Company may requestreasonably request in writing within twelve (12) months from the Termination Date, all memoranda, notes, plans, records, reports, computer tapes, printouts and software studies and other documents and data documents, whether in paper or electronic form (and copies thereof) ), relating to the business of the Company (including, without limitation, all Confidential Information, Information or Work Product (as defined below) that he or the business of Sprintank and/or the Company or any of its affiliates which Executive she may then possess or have under his or her control. The Executive agrees to give the Company reasonable access to and to allow the Company to inspect any computer or electronic device (including the right to copy Company information contained therein) that the Company reasonably believes contains Confidential Information, regardless of whether such computer or device is owned by the Company. However, the Executive may require that any access or inspection by the Company with respect to a computer or electronic device that is not owned by the Company be performed by a mutually agreed to independent third party who agrees in writing, in a form reasonably acceptable to the Company and the Executive's control, to not disclose (whether to the Company or otherwise) or use any confidential information of the Executive. (b) The Executive shall not use or disclose any confidential information or trade secrets, if any, of any former employers or any other person to whom the Executive has an obligation of confidentiality, and shall not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom the Executive has an obligation of confidentiality unless consented to in writing by the former employer or person. The Executive shall use in the performance of his duties only information that is (i) generally known and used by persons with training and experience comparable to the Executive’s and that is (ii) common knowledge in the industry or (iii) is otherwise legally in the public domain, (iv) otherwise provided or developed by the Company, (v) otherwise usable by the Executive without violation or breach of any law, rule, regulation or any agreement with any other person, or (vi) in the case of materials, property or information belonging to any former employer or other person to whom the Executive has an obligation of confidentiality, approved for such use in writing by such former employer or person. If at any time during his or her employment with the Company, the Executive believes he or she is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality or other obligations the Executive may have to former employers, the Executive shall immediately advise the Executive’s Supervisor so that the Executive’s duties can be modified appropriately.

Appears in 4 contracts

Sources: Employment Agreement (Pioneer Financial Services Inc), Employment Agreement (Pioneer Financial Services Inc), Employment Agreement (Pioneer Financial Services Inc)

Confidential Information. Executive acknowledges and agrees that all the customers, business connections, customer lists, procedures, operations, techniques and other aspects of and information concerning about the business and affairs of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company (the “Confidential Information”) are established at great expense and protected as confidential information and provide the Company with a substantial competitive advantage in conducting its business. Executive further acknowledges and agrees that by virtue of his employment with the Company, he has had access to and will have access to and has been entrusted with and will be entrusted with Confidential Information, and that the Company would suffer great loss and injury if Executive would disclose this information or such affiliateuse it in a manner not specifically authorized by the Company. Therefore, Executive agrees that Executive shall not during Executive’s employment and at all times thereafter, he will not, directly or indirectly, either individually or as an employee, agent, partner, shareholder, owner trustee, beneficiary, co-venturer distributor, consultant or in any other capacity, use or disclose or cause to any unauthorized person be used or use for Executive's own purposes disclosed any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO")Information, unless and to the extent (a) that the aforementioned matters (i) become any such information becomes generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of Executive’s acts or omissions, (b) that any disclosure such information is authorized to be disclosed in writing by Executivethe Board of Directors or compelled by legal process (provided that Executive provides the Company with advance notice adequate to afford the Company reasonable opportunity to limit or prevent such disclosure), or (iiic) are required by law use or by the order disclosure is to an employee of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an a person to whom disclosure is reasonably necessary or appropriate protective order or waive compliance in connection with the provisions performance by Executive of this Section 1, and (B) if, in his duties as an employee or director of the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosedCompany. Executive shall deliver to the Company at the termination of Executive’s employment, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Information or Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive he may then possess or have under Executive's his control, provided that Executive shall be entitled to retain his telephone, address and other contact directories subject to compliance with Section 6.01, Section 6.02, and Section 6.03. Executive acknowledges and agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable) that relate to the Company’s actual or anticipated business and that are conceived, developed or made by Executive while employed by the Company and during work hours or by the use of the facilities or Confidential Information of the Company (“Work Product”) belong to the Company.

Appears in 4 contracts

Sources: Employment Agreement (e.l.f. Beauty, Inc.), Employment Agreement (e.l.f. Beauty, Inc.), Employment Agreement (e.l.f. Beauty, Inc.)

Confidential Information. Executive acknowledges that all information concerning the business and affairs of Sprintank and/or the Company or any Group has a legitimate and continuing proprietary interest in the protection of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "“Confidential Information"” (as defined below) is and that it has invested substantial sums and will continue to invest substantial sums to develop, maintain and protect such Confidential Information. During the property period of Executive’s employment and at all times thereafter, Executive shall not, except with the written consent of the Company or such affiliate. Thereforein connection with carrying out Executive’s duties or responsibilities hereunder, Executive agrees that Executive shall not disclose furnish or make accessible to any unauthorized person anyone or use for Executive's ’s own purposes benefit any Confidential Information without the prior written consent of the Chief Executive Officer trade secrets, confidential or proprietary information of the Company Group, including without limitation its business plans, marketing plans, strategies, systems, programs, methods, trade secrets, employee lists, computer programs, insurance profiles and client lists (hereafter referred to as “Confidential Information”); provided, that such Confidential Information shall not include information which at the "CEO")time of disclosure or use, unless and was generally available to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason a breach of this Agreement or was available to the party to whom disclosed on a non-confidential basis by disclosure or access provided by the Company or a third party without breaching any disclosure obligations of the Company, Executive or such third party or was otherwise developed or obtained legally and independently by Executive)the person to whom disclosed without a breach of this Agreement. Notwithstanding the foregoing, (ii) are independently developed Executive may disclose Confidential Information when required to do so by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company Group or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information; provided, that, if Executive is ordered by a court or other government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts shall (i) promptly notify the Company of such order, (ii) at the written request of the Company, diligently contest such order at the sole expense of the Company as expenses occur, and (iii) at the written request of the Company, seek to limit obtain, at the sole expense of the Company, such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will as may be accorded to available under applicable laws for any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have information disclosed under Executive's controlsuch order.

Appears in 4 contracts

Sources: Employment Agreement (Iridium Communications Inc.), Employment Agreement (Iridium Communications Inc.), Employment Agreement (Iridium Communications Inc.)

Confidential Information. The Company (and, if applicable, its predecessors) shall provide Executive acknowledges that all with, and Executive shall become acquainted with, information related to the business affairs, trade secrets, and other matters of the Company and its subsidiaries which is of a proprietary or confidential nature, including but not limited to the operations, business opportunities, price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information and knowledge (collectively the “Confidential Information”) concerning the business of the Company, its predecessors and affairs of Sprintank and/or their respective subsidiaries. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company or any of its affiliates which except to the extent that (i) is confidential and proprietary to Sprintank and/or Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company or any of its affiliatesCompany, (ii) confers Executive is required by order of a competitive advantage on Sprintank and/or court of competent jurisdiction (by subpoena or similar process), governmental agency, or similar tribunal, to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any of its affiliates, or such court order; (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become becomes generally known to and available for use by the public hotel and hospitality industry (other than by reason of any disclosure by Executivethe “Hotel Industry”), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure action or inaction by Executive), ; or (iiiiv) are required such information has been rightfully received by law a member of the Hotel Industry or by has been published in a form generally available to the order of any court of competent jurisdiction or government agency Hotel Industry prior to be disclosed, in which case, (A) the date Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled proposes to disclose any Confidential Information, Executive will or use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosedinformation. Executive shall deliver to the Company further agrees that he will not during employment and/or at any time the Company may requestthereafter use such Confidential Information in competing, all memorandadirectly or indirectly, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or with the Company or any of its affiliates which subsidiaries. At such time as Executive may then possess shall cease to be employed by the Company, or have under Executive's controlif the Company terminates the Agreement pursuant to Paragraph 18, Executive will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies of them provided to or created by him.

Appears in 4 contracts

Sources: Executive Employment Agreement (Wyndham International Inc), Executive Employment Agreement (Wyndham International Inc), Executive Employment Agreement (Wyndham International Inc)

Confidential Information. Executive acknowledges that all Except to the extent required in the performance of his duties hereunder, Officer shall not at any time during the Employment Term or at any time thereafter, directly or indirectly, disclose, disseminate or otherwise publish “confidential information.” For purposes of this Agreement, the term “confidential information” means information concerning and know-how disclosed to or known by Officer as a consequence of his relationship with the business Company which is of tangible or intangible value to the Company, and affairs the details of Sprintank and/or which are not generally known to the competitors of the Company and which relates to the conduct of the Business by the Company or any business activity under development or research by the Company or which is a business opportunity of its affiliates the Company and which information has not become a matter of general public knowledge or is not a matter of general knowledge within the Company’s industry, including without limitation, trade secrets, proprietary data and bid and contractor and subcontractor information. “Confidential Information” shall also include any document or information (whether of the Company or of any person with which the Company has an agreement with respect to the confidentiality of information) labeled “confidential,” “proprietary,” or words of similar import and which has not become a matter of general public knowledge and is not a matter of general knowledge within the Company’s industry. However, Confidential Information shall not include information: (x) that has been voluntarily disclosed to the public by the Company, except where such public disclosure has been made by Officer without authorization from the Company; (y) that has been independently developed and disclosed by others, or (z) that has otherwise entered the public domain through lawful means. Confidential Information also does not include information related to any claim of sexual harassment or sexual assault and nothing in this Agreement restricts the disclosure of such information. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement prohibits or restricts Officer from lawfully: (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to Officer individually (and not directed to the Company) from any such Governmental Authorities; (iii) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or (iv) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Further notwithstanding anything herein to the contrary, Officer shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is confidential made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and proprietary to Sprintank and/or solely for the Company purpose of reporting or any investigating a suspected violation of its affiliates, law or (ii) confers is made in a competitive advantage on Sprintank and/or complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if Officer files a lawsuit for retaliation for reporting a suspected violation of law, Officer may disclose the Company or trade secret to his attorney and use the trade secret information in the court proceeding, as long as Officer files any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or document containing the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall trade secret under seal and does not disclose the trade secret, except pursuant to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlorder.

Appears in 4 contracts

Sources: Agreement and Plan of Merger (Regional Health Properties, Inc), Merger Agreement (Regional Health Properties, Inc), Merger Agreement (Sunlink Health Systems Inc)

Confidential Information. Executive acknowledges that all information concerning (a) Except as may be permitted in accordance with Section 3.6 below, during the business and affairs course of Sprintank and/or your employment with the Company Corporation or any Affiliate and continuing thereafter, you will maintain in secrecy all Confidential Information of the Corporation and its affiliates which (i) is confidential Affiliates and proprietary to Sprintank and/or will not, either directly or indirectly, at any time, while an employee of the Company Corporation or any of its affiliatesAffiliate or thereafter, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliatesmake known, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectivelydivulge, "Confidential Information") is the property of the Company or such affiliate. Thereforereveal, Executive agrees that Executive shall not disclose to any unauthorized person furnish, make available, disclose, appropriate or use (except for Executive's own purposes use in the regular course of your duties for the Corporation or its Affiliates) any Confidential Information (as defined below) without the prior written consent of the Chief Executive Officer Corporation. Upon the Termination Date, or any time the Corporation makes a request, you will deliver promptly to the Corporation all Confidential Information and all copies of Confidential Information, or any analyses, compilations, summaries, studies, or other documents based, in whole or in part, upon the Company (the "CEO")Confidential Information and, unless and to the extent any Confidential Information is stored on any PDA or personal computer, cloud, email account or other storage device, you will fully cooperate with the Corporation or its Affiliates to return and permanently delete all such Confidential Information from such devices. Upon the Corporation’s request, you agree to provide access to any such device(s) to the Corporation or a third-party vendor selected by the Corporation to assist with such identification and removal of Confidential Information and Corporation material in a manner that includes steps to protect your personal information. Upon the aforementioned matters Corporation’s request at any time, you will certify in writing to the Corporation that no Confidential Information or any analyses, compilations, summaries, studies, or other documents based, in whole or in part, upon the Confidential Information, remains in your possession or control. You also agree that this obligation is in addition to, and not in limitation or preemption of, all other obligations of confidentiality that you may have to the Corporation or its Affiliates under the Code of Conduct, Securities Trading Policy or other rules or policies governing the conduct of their respective businesses, or general or specific legal or equitable principles. (b) As used herein, “Confidential Information” means the information you have been given or to which you have access or become informed of, directly or indirectly, which the Corporation or its Affiliates possess or have access and which relates to the Corporation or its Affiliates, is not generally known to the public or in the trade or is a competitive asset and/or otherwise constitutes a “trade secret,” as that term is defined by Applicable Laws, of the Corporation or its Affiliates, including without limitation, non- public: (i) become generally known to planning data and available for use by the public (other than by reason of any disclosure by Executive)marketing strategies, including marketing ideas, mailing lists, and sales and marketing plans; (ii) are independently developed by a person terms of any new products and investment strategies; (iii) information relating to other officers and employees of the Corporation or entity that is its Affiliates, including personal information, social security numbers, medical information, addresses, and telephone numbers; (iv) financial results and information about the business condition of the Corporation or its Affiliates, including results and data about Corporation conditions, operations, strategies and plans, pending projects and proposals, and potential acquisitions or divestitures; (v) terms of any investment, management or advisory agreement or other material contract; (vi) proprietary software and other product or technical information, including product formulations, new product ideas, new business developments, plans, designs, compilations, methods, processes, procedures, program devices, data or market information processing programs, hardware firmware, research and development products, and related documents and information; (vii) customer and potential customer information, including client lists, prospecting lists, information about client accounts, pricing strategies, and current or proposed transactions and contact persons at such customers and customer prospects); and (viii) material information or internal analyses concerning customers or customer prospects of the Corporation or its Affiliates or their respective operations, condition (financial or otherwise) or plans. Confidential Information does not a party include information which: (i) was or becomes generally available to this Agreement (the public other than as a result of any disclosure by Executive)you or any of your agents, advisors or representatives or the wrongdoing of a third party; (ii) was within your possession prior to its being furnished to you by or on behalf of the Corporation or its Affiliates, provided that the source of the information was not bound by a confidentiality agreement with the Corporation or otherwise prohibited from transmitting the information to you by a contractual, legal or fiduciary obligation or otherwise wrongfully came into possession of such information; or (iii) are required was or becomes available to you on a non-confidential basis from a source other than the Corporation or its Affiliates, provided that such source is not bound by law a confidentiality agreement with the Corporation or otherwise prohibited from transmitting the information to you by the order of any court of competent jurisdiction a contractual, legal or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly fiduciary obligation or otherwise wrongfully came into possession of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlinformation.

Appears in 4 contracts

Sources: Performance Share Unit Agreement (Bank of New York Mellon Corp), Restricted Stock Unit Agreement (Bank of New York Mellon Corp), Performance Share Unit Agreement (Bank of New York Mellon Corp)

Confidential Information. (a) Executive acknowledges that all information the information, observations, and data (including trade secrets) obtained by Executive while employed by the Company both before and after the date of this Agreement concerning the business and or affairs of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "“Confidential Information"”) is are the property of the Company or such affiliateCompany. ThereforeIn addition, Executive agrees that Executive shall not disclose to any unauthorized person or entity or use for Executive's ’s own purposes any Confidential Information or any confidential or proprietary information of other persons or entities in the possession of the Company (“Third Party Information”), without the prior written consent of the Chief Board except as necessary for Executive Officer of the Company (the "CEO")to discharge Executive’s duties hereunder as determined in Executive’s reasonable discretion, unless and to the extent that the aforementioned matters Confidential Information or Third Party Information (i) become becomes generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), ’s acts or omissions or (iiiii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and pursuant to obtain an applicable law or a court order or other assurance that confidential treatment will be accorded decree (in which case Executive shall give prior written notice to any Confidential Information disclosedthe Company of such disclosure). Executive shall deliver to the Company at the termination or expiration of the Employment Period, or at any other time the Company may reasonably request, all memoranda, notes, plans, records, reports, computer files, disks and tapes, printouts and software and other documents and data (and copies thereof) embodying or relating to the Confidential Information, Third Party Information, Work Product (as defined below) Product, or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's ’s control. (b) In connection with rendering services to the Company hereunder, Executive shall be prohibited from using or disclosing any confidential information or trade secrets that Executive learned in connection with any prior employment with the Company or its affiliates at such time and that Executive is prohibited from using or disclosing by law or by contract. If at any time during the Employment Period Executive believes that Executive is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality or other obligations Executive may have to former employers, Executive shall immediately advise the Board so that Executive’s duties can be modified appropriately.

Appears in 4 contracts

Sources: Employment Agreement (First Choice Healthcare Solutions, Inc.), Employment Agreement (First Choice Healthcare Solutions, Inc.), Employment Agreement (First Choice Healthcare Solutions, Inc.)

Confidential Information. Executive acknowledges that all information concerning the business and affairs of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, The Executive agrees that Executive shall he will not disclose to at any unauthorized person or use for Executive's own purposes any Confidential Information without time, except with the prior written consent of the Chief Executive Officer Company or its Affiliates or as required by applicable law, directly or indirectly, reveal to any person, entity or other organization (other than the Company or its Affiliates or its respective employees, officers, directors, shareholders or agents) or use for the Executive’s own benefit any confidential or proprietary information of any member of the Company or its Affiliates (the "CEO"), unless and “Confidential Information”) relating to the extent that assets, liabilities, employees, goodwill, business or affairs of any member of the aforementioned matters (i) become generally Company or its Affiliates, including, without limitation, any information concerning past, present or prospective clients, intellectual capital, marketing data, or other confidential information used by, or useful to, any member of and known to and available for use by the public (other than Executive by reason of the Executive’s employment by, shareholdings in or other association with the Company or its Affiliates, other than disclosure while employed by the Company which the Executive reasonably and in good faith believes to be in or not opposed to the interests of the Company; provided that such Confidential Information does not include any disclosure by Executive), (ii) are independently developed by a person information which is available to the general public or entity that is not a party to this Agreement (generally available within the relevant business or industry other than as a result of the Executive’s breach of this Agreement. Confidential Information may be in any disclosure by Executive)medium or form, including, without limitation, physical documents, computer files or disks, videotapes, audiotapes, and oral communications. (iiiii) are required by law or by In the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so event that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is becomes legally compelled to disclose any Confidential Information, the Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is shall, if permitted by law, provide the Company with prompt written notice so required to be disclosed and to obtain an that the Company may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Executive shall furnish only that portion of such Confidential Information or take only such action as is legally required by binding order and shall exercise his reasonable efforts to obtain reliable assurance that confidential treatment will shall be accorded any such Confidential Information. The Company shall promptly pay (upon receipt of invoices and any other documentation as may be requested by the Company) all reasonable expenses and fees incurred by the Executive, including attorneys’ fees, in connection with his compliance with the immediately preceding sentence. Notwithstanding anything herein to the contrary, nothing in this Agreement shall (A) prohibit the Executive from making reports of possible violations of federal law or regulation to any Confidential Information disclosed. Executive shall deliver to governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (B) require notification or prior approval by the Company at of any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data reporting described in clause (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlA).

Appears in 4 contracts

Sources: Employment Agreement (First Western Financial Inc), Employment Agreement (First Western Financial Inc), Employment Agreement (First Western Financial Inc)

Confidential Information. Executive acknowledges that shall hold in confidence for the benefit of the Company all of the information (other than information concerning the corporate opportunities) and business and affairs secrets in respect of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any all of its affiliates, (ii) confers a competitive advantage on Sprintank and/or including, but not limited to, all information and data relating to or concerned with the business, finances, pending transactions and other affairs of the Company or any and all of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that and Executive shall not at any time before or after Executive’s employment by the Company is terminated for any reason, or Executive resigns for any reason, willfully use or disclose or divulge any such information or data to any unauthorized person or use for Executive's own purposes any Confidential Information without other Person (as defined below) except (i) with the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive)Company, (ii) to the extent necessary to comply with applicable law or the valid order of a court of competent jurisdiction, in which event Executive shall notify the Company as promptly as reasonably practicable (and, if possible, prior to making such disclosure) and (iii) in the performance of Executive’s duties hereunder. With respect to information concerning corporate opportunities of the Company and all of its affiliates that are independently developed developed, initiated or become known to Executive during his employment with the Company, Executive shall hold in confidence for the benefit of the Company all of such information in respect of the Company and all of its affiliates, including, but not limited to, all information and data relating to or concerned with such opportunities of the Company and all of its affiliates, and Executive shall not at any time before or within one (1) year after Executive’s employment by the Company is terminated for any reason, or Executive resigns for any reason, willfully use or disclose or divulge any information relating to any such corporate opportunities to or for the benefit of Executive or any other Person (as defined below) except (i) with the prior written consent of the Company, (ii) to the extent necessary to comply with applicable law or the valid order of a person court of competent jurisdiction, in which event Executive shall notify the Company as promptly as reasonably practicable (and, if possible, prior to making such disclosure) and (iii) in the performance of Executive’s duties hereunder. The foregoing provisions of this Section 3(b) shall not apply to any information or entity that data which has been previously disclosed to the public or is not a party to this Agreement (otherwise in the public domain in each case other than as a result of any disclosure the breach by ExecutiveExecutive of his obligations under this Section 3(b), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions . For purposes of this Section 1Agreement, and (B) if“Person” means an individual, in the absence of such a protective order corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, other entity or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product “group” (as defined below) or in the business Securities Exchange Act of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's control1934).

Appears in 4 contracts

Sources: Executive Employment and Non Competition Agreement (Northstar Realty), Executive Employment and Non Competition Agreement (Northstar Realty), Executive Employment and Non Competition Agreement (Northstar Realty)

Confidential Information. Executive acknowledges recognizes that all information concerning by reason of his employment by and service to the Company he will occupy a position of trust with respect to the business and affairs its employees and technical and other information of Sprintank and/or the Company a secret or any of its affiliates which confidential nature (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "“Confidential Information"”) which is the property of the Company or which the Company hereby agrees to provide Executive and which may also be imparted to him from time to time in the course of the performance of his duties hereunder. Executive acknowledges that such affiliate. Therefore, Executive information is a valuable and unique asset of the Company and agrees that Executive he shall not not, during or after the Term of this Agreement, directly or indirectly use or disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (to any person, except that Executive may use and disclose to authorized personnel of the "CEO")Company such Confidential Information as is reasonably appropriate in the course of the performance of his duties hereunder. Confidential Information of the Company shall include all information and knowledge of any nature and in any form relating to the Company and its subsidiaries and affiliates including but not limited to, unless business plans; development projects; computer software and related documentation and materials; designs, practices, processes, methods, know-how and other facts relating to the business of the Company and its subsidiaries and its affiliates; advertising, promotions, financial matters, sales and profit figures, employee hiring, training, evaluations and retention practices and customers or customer lists. Confidential Information shall not include any information that is or shall become publicly known through no fault of the Executive and any information received in good faith on a non-confidential basis from a third party who has the right to disclose such information and who has not received such information, either directly or indirectly, from the Company. If Executive is required to disclose Confidential Information by any court or governmental tribunal, Executive shall, to the extent practical under the circumstances, first give notice to the Company in order that the aforementioned matters (i) become generally known it may have an opportunity to seek a protective order. The Company and available for use Executive shall cooperate with each other, should either decide to seek a protective order with all costs and expenses being borne by the public (other than party seeking such order. Executive shall abide by reason of any disclosure by Executive)the final order, (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive)judgment, or (iii) are required by law or by the order decree of any court of competent jurisdiction jurisdiction, administration or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of regulatory body regarding such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such application for a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlorder.

Appears in 4 contracts

Sources: Employment Agreement (Kitty Hawk Inc), Employment Agreement (Kitty Hawk Inc), Employment Agreement (Kitty Hawk Inc)

Confidential Information. Executive (i) Optionee acknowledges that all information Confidential Information (as defined below) obtained by him while employed by the Company or its Subsidiaries or Affiliates concerning the business and or affairs of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company Subsidiary or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is Affiliate are the property of the Company or such affiliateSubsidiary or Affiliate and constitute a protectable business interest of the Company and its Subsidiaries or Affiliates. Optionee acknowledges that the Confidential Information has been generated at great effort and expense by the Company, its Subsidiaries and Affiliates and their predecessors, and has been reasonably maintained in a confidential manner by such persons and entities. Optionee does not claim any rights to or lien on any Confidential Information. Optionee will immediately notify the Company of any unauthorized possession, use, disclosure, copying, removal or destruction, or attempt thereof, of any Confidential Information by anyone of which the Optionee becomes aware and of all details thereof. Optionee shall take all reasonably appropriate steps to safeguard (including by abiding by all Company and Subsidiary policies with respect to) Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Therefore, Executive Optionee agrees that Executive that, indefinitely as to trade secrets for so long as the information remains a trade secret under applicable law and for five years as to all other Confidential Information, he shall not disclose to any unauthorized person disclose, furnish, make available or use for Executive's own purposes utilize, directly or indirectly, any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO")Operating Board, unless and to the extent that the aforementioned matters (i) become Confidential Information becomes generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), Optionee’s acts or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosedomissions. Executive Optionee shall deliver to the Company at the termination or expiration of his employment with the Company, or its Subsidiaries or Affiliates, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, computers, printouts and software and other documents and data (and copies thereof) embodying or relating to the Confidential Information, Work Product Inventions (as defined below) or the business of Sprintank and/or the Company Company, or any of its affiliates Subsidiaries, or Affiliates which Executive he may then possess or have under Executive's his control. (ii) As used in this Agreement, the term “Confidential Information” means any and all confidential, proprietary or trade secret information, whether disclosed, directly or indirectly, verbally, in writing or by any other means in tangible or intangible form, including that which is conceived or developed by Optionee, applicable to or in any way related to: (i) the present or future business and assets of the Company and its Subsidiaries and Affiliates; (ii) the research and development of the Company and its Subsidiaries and Affiliates; or (iii) the business of any client, customer, supplier, vendor or other business relation of the Company and its Subsidiaries and Affiliates. Such Confidential Information includes the following property or information of the Company and its Subsidiaries and Affiliates, by way of example and without limitation, trade secrets, processes, formulas, data, program documentation, customer lists, designs, drawings, algorithms, source code, object code, know-how, improvements, inventions, licenses, techniques, all plans or strategies for marketing, development and pricing, business plans, financial statements, profit margins and all information concerning existing or potential clients, suppliers, employees and vendors. Confidential Information of the Company and its Subsidiaries and Affiliates also means all similar information disclosed to the Company and its Subsidiaries and Affiliates by third parties which is subject to confidentiality obligations. Notwithstanding the foregoing, the provisions of this Section 7(a) shall not apply in the following circumstances: (1) when disclosure of Confidential Information is required by law or by any court, arbitrator, mediator or administrative or legislative body; provided, that prior to such disclosure Optionee shall provide to the Company and its Subsidiaries and Affiliates prompt notice of such required disclosure to enable such entities to seek a protective order or other relief, and reasonably cooperate with the such entities in connection with seeking any such order or other relief; or (2) with respect to Confidential Information that becomes generally known to the public other than due to (A) Optionee’s violation of this Agreement or any other obligation or duty to the Company, its Subsidiaries or Affiliates or (B) a disclosure by a third party who owes the Company, its Subsidiaries or its Affiliates an obligation of confidence in relation to such Confidential Information.

Appears in 4 contracts

Sources: Participant Interest Agreement (McAp Acquisition Corp), Participant Interest Agreement (McAp Acquisition Corp), Participant Interest Agreement (McAp Acquisition Corp)

Confidential Information. (a) Executive acknowledges that all information the information, observations and data (including trade secrets) that will be obtained by him while employed by the Company concerning the business and or affairs of Sprintank and/or the Company or any of and its affiliates which Subsidiaries (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "“Confidential Information"”) is are the property of the Company or such affiliateSubsidiary. Therefore, Executive agrees that Executive that, except as required by law or court order, including, but not limited to, depositions, interrogatories, court testimony, and the like, he shall not disclose to any unauthorized person or use for Executive's his own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO")Board, unless and to the extent that the aforementioned matters (i) become Confidential Information becomes generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), ’s acts or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosedomissions. Executive shall deliver to the Company at the termination or expiration of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) embodying or relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of and its affiliates Subsidiaries which Executive he may then possess or have under Executive's his control. (b) Executive shall be prohibited from using or disclosing any confidential information or trade secrets that Executive may have learned through any prior employment. If at any time during this employment with the Company or any Subsidiary, Executive believes he is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality or other obligations Executive may have to former employers, Executive shall immediately advise the Board so that Executive’s duties can be modified appropriately. (c) Executive represents and warrants to the Company that Executive took nothing with him which belonged to any former employer when Executive left his prior position and that Executive has nothing that contains any information which belongs to any former employer. If at any time Executive discovers this is incorrect, Executive shall promptly return any such materials to Executive’s former employer. The Company does not want any such materials, and Executive shall not be permitted to use or refer to any such materials in the performance of Executive’s duties hereunder.

Appears in 3 contracts

Sources: Employment Agreement (Keystone Automotive Operations Inc), Employment Agreement (Keystone Automotive Operations Inc), Employment Agreement (Keystone Automotive Operations Inc)

Confidential Information. Executive acknowledges that all information concerning in the business and affairs course of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of his employment with the Company (the "CEO"and, if applicable, its predecessors), unless he has been allowed to become, and will continue to be allowed to become, acquainted with business affairs, information, trade secrets, and other matters which are of a proprietary or confidential nature, including but not limited to the Company’s and its affiliates’ and predecessors’ operations, business opportunities, price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information and knowledge concerning the Company and its affiliates’ and predecessors’ business (collectively the “Confidential Information”). Confidential Information does not include information that arises from Executive’s general training, knowledge, skill, or experience, whether gained on the job or otherwise. The Company agrees to provide on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that the aforementioned matters (i) become Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company; (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall inform the Company of such event within 24 hours of receiving notice of the court order, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use by in any industry in which the public Company does business (other than by reason of any disclosure by Executivethe “Industry”), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure action or inaction by Executive), ; or (iiiiv) are required such information has been rightfully received by law a member of the Industry or has been published in a form generally available to the Industry prior to the date Executive proposes to disclose or use such information. Executive further agrees that he will not during his employment with the Company and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as Executive shall cease to be employed by the order of any court of competent jurisdiction or government agency Company, he will immediately turn over to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any all Confidential Information, Executive will use reasonable best efforts including papers, documents, writings, electronically stored information, other property, and all copies of them provided to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to created by him during the Company at any time course of his employment with the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlCompany.

Appears in 3 contracts

Sources: Employment Agreement (Harvard Bioscience Inc), Employment Agreement (Harvard Bioscience Inc), Employment Agreement (Harvard Bioscience Inc)

Confidential Information. Executive (a) Employee acknowledges that all the Company and its affiliates have trade, business and financial secrets and other confidential and proprietary information (collectively, the “Confidential Information”) and that during the course of Employee’s employment with the Company he has received, shall receive or shall contribute to the Confidential Information. Confidential Information includes technical information, processes and compilations of information, records, specifications and information concerning the business assets, and affairs information regarding methods of Sprintank and/or the Company or any of its affiliates which doing business. As defined herein, Confidential Information shall not include (i) information that is confidential publicly and proprietary generally known to Sprintank and/or other persons or entities who can obtain economic value from its disclosure or use; provided that, such information has not been made publicly and generally known by Employee in violation of this Agreement or, to the Company or any knowledge of its affiliatesEmployee, by others in violation of comparable agreements, and (ii) confers information required to be disclosed by Employee pursuant to a competitive advantage on Sprintank and/or subpoena or court order, or pursuant to a requirement of a governmental agency or law of the United States of America or a state thereof or any governmental or political subdivision thereof; provided, however, that Employee shall take all reasonable steps to prohibit disclosure pursuant to clause (ii) above. (b) During and following Employee’s employment by the Company, Employee agrees (i) to hold such Confidential Information in confidence and (ii) not to release such information to any person (other than Company employees and other persons to whom the Company or any of its affiliates, or (iii) would be detrimental or embarrassing has authorized Employee to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or disclose such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless information and then only to the extent that the aforementioned matters (i) become generally known to such Company employees and available for use other persons authorized by the public (other than by reason Company have a need for such knowledge). Employee agrees to use reasonable efforts to give the Company notice of any and all attempts to compel disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any Confidential Information, in such a manner so as to provide the Company with written notice at least five days before disclosure by Executive)or within one business day after Employee is informed that such disclosure is being or shall be compelled, or (iii) are required by law or by whichever is earlier. Such written notice shall include a description of the order of any court of competent jurisdiction or government agency information to be disclosed, in the court, government agency, or other forum through which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1disclosure is sought, and (B) if, in the absence of such a protective order or waiver, Executive date by which the information is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed disclosed, and to obtain an shall contain a copy of the subpoena, order or other assurance that confidential treatment will be accorded process used to compel disclosure. (c) Employee further agrees not to use any Confidential Information disclosed. Executive shall deliver to for the Company at benefit of any time person or entity other than the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlCompany.

Appears in 3 contracts

Sources: Employment Agreement (Jl Halsey Corp), Employment Agreement (Jl Halsey Corp), Employment Agreement (Jl Halsey Corp)

Confidential Information. During the Term and thereafter, Executive acknowledges that all will not, directly or indirectly, use, divulge, transmit or otherwise disclose (except as required by applicable law) any trade secrets or other confidential or proprietary information concerning the business and affairs of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or its Affiliates, including any such affiliate. Thereforeinformation relating to the Company’s or its Affiliates’ operations, finances, processes, services, techniques, customers or plans; provided, however, that Executive agrees may disclose such information (a) to the extent required to enable Executive to comply with applicable laws and regulations or with duly issued administrative, legislative or legal process (it being understood and agreed that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of provide the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason with notice as soon as reasonably practicable of any such disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement obligation so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiverother appropriate remedy) and (b) to Executive’s attorneys, Executive is compelled accountants and professional advisors, to disclose any Confidential Informationthe extent necessary to facilitate their representation of ​ ​ ​ Executive, Executive will use reasonable best efforts to limit so long as, in each case, such disclosure to Confidential Information which is so required attorneys, accountants and professional advisors agree to be disclosed bound by this Section 8 (it being understood and to obtain an order agreed that Executive shall remain responsible for any breach of this Agreement by any such persons). All files, records or other assurance that confidential treatment will documents (regardless of media) relating to the business of the Company or its Affiliates, whether prepared by Executive or otherwise, shall be accorded to any Confidential Information disclosed. the exclusive property of the Company and shall be promptly returned by Executive shall deliver to the Company at the end of the Term. In addition, Executive is hereby advised that in accordance with the Defend Trade Secrets Act of 2016 an individual may not be held criminally or civilly liable under any time federal or state trade secret law for the Company may requestdisclosure of a trade secret that (i) is made in confidence to a federal, all memorandastate, notesor local government official, planseither directly or indirectly, recordsor to an attorney, reportssolely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have if such filing is made under Executive's control.seal. ​

Appears in 3 contracts

Sources: Executive Services Agreement (Evolve Transition Infrastructure LP), Executive Services Agreement (Evolve Transition Infrastructure LP), Executive Services Agreement (Evolve Transition Infrastructure LP)

Confidential Information. (a) The Executive acknowledges shall not disclose or, directly or indirectly, use at any time, during the Employment Period or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by him, alone or with others, except to the extent that all information concerning the business and affairs of Sprintank and/or the Company or any of its affiliates which (i) such disclosure or use is confidential and proprietary required by the Executive’s performance of the duties assigned to Sprintank and/or the Company or any of its affiliatesExecutive by the Board, (ii) confers a competitive advantage on Sprintank and/or the Executive is required by subpoena or similar process to disclose or discuss any Confidential Information, provided, that in such case, the Executive shall promptly inform the Company in writing of such event, shall reasonably cooperate with the Company in attempting to obtain a protective order or any to otherwise limit or restrict such disclosure to the greatest extent possible, and shall disclose only that portion of its affiliatesthe Confidential Information as is strictly required, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become is or becomes generally known to and available for use by the public (other than by reason of any disclosure by Executive)public, (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure action or inaction directly or indirectly by the Executive). At the Company’s expense, the Executive shall take all reasonable steps to safeguard Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Executive acknowledges that the Confidential Information obtained by him during the course of his employment with the Company is the sole and exclusive property of the Company and its Subsidiaries, as applicable. (b) The Executive understands that the Company and its Subsidiaries will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the part of the Company and its Subsidiaries to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and in the period specified in such confidentiality agreements, and without in any way limiting the provisions of Section 1.5(a) above, the Executive will hold Third Party Information in confidence, consistent with the obligations applicable to Confidential Information of the Company generally, and will not disclose to anyone (other than personnel and agents of the Company or its Subsidiaries who need to know such information in connection with their work for the Company or its Subsidiaries) or use, except in connection with his work for the Company or its Subsidiaries, Third Party Information unless expressly authorized by the Board in writing. (c) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is related in any way to the actual or anticipated business of the Company, its Subsidiaries, its Affiliates or any of their respective predecessors in interest, including but not limited to (i) business development, growth and other strategic business plans, (ii) properties available for acquisition, financing development or sale, (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which caseaccounting and business methods, (Aiv) Executive will use reasonable best efforts to notify services or products and the Company promptly marketing of such request services and products, (v) fees, costs and pricing structures, (vi) designs, (vii) analysis, (viii) drawings, photographs and reports, (ix) computer software, including operating systems, applications and program listings, (x) flow charts, manuals and documentation, (xi) data bases, (xii) inventions, devices, new developments, methods and processes, whether patentable or requirement so that the Company may seek an appropriate protective order unpatentable and whether or waive compliance with the provisions not reduced to practice, (xiii) copyrightable works, (xiv) all technology and trade secrets, (xv) confidential terms of this Section 1material agreements and customer relationships, and (Bxvi) if, all similar and related information in whatever form or medium. Confidential Information shall not include any information that has become generally available to the absence of such a protective order or waiver, public prior to the date the Executive is compelled proposes to disclose any Confidential Information, Executive will or use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order information or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to general know-how of the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's control.

Appears in 3 contracts

Sources: Employment Agreement (XCel Brands, Inc.), Employment Agreement (XCel Brands, Inc.), Employment Agreement (XCel Brands, Inc.)

Confidential Information. (a) The Executive acknowledges that all information the information, observations and data obtained by the Executive concerning the business and affairs of Sprintank and/or the Company or any Employer during the course of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is Executive's employment are the property of the Company Employer, including information concerning acquisition opportunities in or reasonably related to the business or industry of the Employer of which the Executive becomes aware during such affiliateperiod. Therefore, the Executive agrees that Executive shall he will not at any time (whether during or after the Employment Term) disclose to any unauthorized person or, directly or indirectly, use for the Executive's own purposes account, any Confidential Information of such information, observations or data without the prior written consent of the Chief Executive Officer of the Company (the "CEO")Board, unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a direct or indirect result of any disclosure by the Executive), 's unauthorized acts or (iii) are required by law omissions to act or by the order unauthorized acts or omissions to act of any court other employees of competent jurisdiction or government agency the Employer. The Executive agrees to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company Employer at the termination of the Executive's employment, or at any other time the Company Employer may requestrequest in writing (whether during or after the Employment Term), all memoranda, notes, plans, records, reports, computer tapes, printouts and software reports and other documents and data documents, regardless of the format or media (and copies thereof) ), relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of Employer and its affiliates predecessors (including, without limitation, all acquisition prospects, lists and contact information) which the Executive may then possess or have under the Executive's control. (b) The Executive acknowledges that the restrictions contained in this Section 10 hereof are reasonable and necessary, in view of the nature of the Employer's business, in order to protect the legitimate interests of the Employer, and that any violation thereof would result in irreparable injury to the Employer. Therefore, the Executive agrees that in the event of a breach or threatened breach by the Executive of the provisions of Section 10(a) hereof, the Employer shall be entitled to obtain from any court of competent jurisdiction, preliminary or permanent injunctive relief restraining the Executive from disclosing or using any such confidential information. Nothing herein shall be construed as prohibiting the Employer from pursuing any other remedies available to them for such breach or threatened breach, including, without limitation, recovery of damages from the Executive.

Appears in 3 contracts

Sources: Employment Agreement (BSB Bancorp Inc), Employment Agreement (BSB Bancorp Inc), Employment Agreement (BSB Bancorp Inc)

Confidential Information. Executive acknowledges (a) I agree that all I have had access to the Company’s Confidential Information, as defined herein, that said Confidential Information is valuable to the Company, and that the unauthorized release of that information concerning would cause serious damage to the Company. I therefore agree to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the Company, any Confidential Information of the Company. I understand that “Confidential Information” means any of the Company’s proprietary information, technical data, trade secrets or know-how, including, but not limited to, business plans, financial analyses, specifications, programming, flow charts, data, compilations of data, research, product plans, products, services, client lists, markets, software, developments, inventions, processes, formulas, technology, marketing, finances, business plans, or other business information disclosed to me by the Company either directly or indirectly in writing, orally or by drawings or observation. I acknowledge that such Confidential Information is a valuable and unique asset of the Company and I covenant that I will not, unless expressly authorized in writing by the Company, at any time during the course of my engagement by the Company, use any Confidential Information or divulge or disclose any Confidential Information to any person, firm or corporation except (A) in connection with the performance of my duties for and on behalf of the Company and in a manner consistent with the Company’s policies regarding Confidential Information; (B) as necessary to enforce the terms of my employment agreement or any other agreement between the Company and me; or (C) except when required to do so by a court of law, by any governmental agency having supervisory authority over the business and affairs of Sprintank and/or the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order me to divulge, disclose or make accessible such information. In the event that I am required by law to disclose any Confidential Information, I will give the Company prompt advance written notice thereof and will provide the Company with reasonable assistance in obtaining an order to protect the Confidential Information from public disclosure. For the avoidance of its affiliates which doubt, Confidential Information shall not include any information that (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and becomes generally available to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any an unauthorized disclosure by Executive)me, (ii) has been independently developed by me or others without the use or reference to Confidential Information, (iii) otherwise enters the public domain through lawful means, (iv) I received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation to the Company, (v) Company approved for release by written authorization, or (iiivi) are required by law is generally applicable business or by the order industry know-how or acumen of any court of competent jurisdiction or government agency to be disclosed, in mine which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, does not embody and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any not predicated upon Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's control.

Appears in 3 contracts

Sources: Employment Agreement (DeCicco Richard J), Employment Agreement (Iconic Brands, Inc.), Employment Agreement (Iconic Brands, Inc.)

Confidential Information. Executive acknowledges The Professional Services Consultant shall maintain the confidentiality of information designated as confidential by Princeton University, as well as any data and information that all the Professional Services Consultant may derive from such confidential information, in strict confidence, and no less rigorously than it protects its own confidential data and information concerning the business of a similar nature, and affairs of Sprintank and/or the Company or shall not disclose any of such information to others, including its affiliates which employees, except: (i) is confidential and proprietary to Sprintank and/or the Company extent necessary to enable Professional Services Consultant to carry out its Work or to effectuate any term or provision of its affiliatesany Release Order issued under this BOA , including without limitation any mediation or litigation to enforce any Release Order issued under this BOA; (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliatesdisclosures to Professional Services Consultant’s accountants, or attorneys, financial advisors; and (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are disclosures required by law law, including without limitation in response to lawful process or by the subpoena or other valid or enforceable order of any a court of competent jurisdiction or government agency any filings with governmental authorities, except that the Professional Services Consultant shall provide notice to Princeton University sufficiently in advance (but in no event less than five (5) business days) of the requested disclosure in order to permit Princeton University to seek a protective order, to the fullest extent such notice is lawful. This confidentiality obligation shall apply to confidential information provided by Princeton University prior to the execution of this BOA and any Release Order issued under this BOA. Confidential information, including the copyright and all other intellectual property rights of the confidential information, provided by Princeton University is owned by Princeton University, and nothing in this BOA or any Release Order issued under this BOA conveys any ownership rights to the Professional Services Consultant. Professional Services Consultant shall similarly obligate any and all persons and/or entities to whom such information is necessarily disclosed hereunder, including without limitation its Subconsultants, to maintain said information in strict confidence in conformance with the terms of this paragraph. Professional Services Consultant agrees to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions liable for any breach of this Section 1, and (B) ifconfidentiality obligation by any of its Subconsultants or their respective employees or representatives. Professional Services Consultant also agrees that, in the absence event of such a protective order or waiverany breach of this confidentiality obligation, Executive is compelled Princeton University shall be entitled to disclose equitable relief, including injunctive relief and specific performance, in addition to all other rights and remedies otherwise available. The rights and obligations of the parties under this paragraph shall survive any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to termination of any Confidential Information disclosedRelease Order issued under this BOA and/or the BOA. Executive shall deliver to the Company at any time the Company may At Princeton University’s request, all memoranda, notes, plans, records, reports, computer tapes, printouts Professional Services Consultant and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess Subconsultants and their employees or have under Executive's controlagents shall execute Princeton University’s standard form of nondisclosure agreement.

Appears in 3 contracts

Sources: Professional Services Basic Ordering Agreement, Professional Services Basic Ordering Agreement, Professional Services Basic Ordering Agreement

Confidential Information. (a) The Executive acknowledges shall not disclose or, directly or indirectly, use at any time, during the Employment Period or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by him, alone or with others, except to the extent that all information concerning the business and affairs of Sprintank and/or the Company or any of its affiliates which (i) such disclosure or use is confidential and proprietary required by the Executive’s performance of the duties assigned to Sprintank and/or the Company or any Executive by the Board of its affiliatesDirectors, (ii) confers a competitive advantage on Sprintank and/or the Executive is required by subpoena or similar process to disclose or discuss any Confidential Information, provided, that in such case, the Executive shall promptly inform the Company in writing of such event, shall cooperate with the Company in attempting to obtain a protective order or any to otherwise limit or restrict such disclosure to the greatest extent possible, and shall disclose only that portion of its affiliatesthe Confidential Information as is strictly required, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become is or becomes generally known to and available for use by the public (other than by reason of any disclosure by Executive)public, (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure action or inaction directly or indirectly by the Executive). At the Company’s expense, the Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Executive acknowledges that the Confidential Information obtained by him during the course of his employment with the Company is the sole and exclusive property of the Company and its Subsidiaries, as applicable. (b) The Executive understands that the Company and its Subsidiaries will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the part of the Company and its Subsidiaries to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and in the period specified in such confidentiality agreements, and without in any way limiting the provisions of Section 1.5(a) above, the Executive will hold Third Party Information in confidence, consistent with the obligations applicable to Confidential Information of the Company generally, and will not disclose to anyone (other than personnel and agents of the Company or its Subsidiaries who need to know such information in connection with their work for the Company or its Subsidiaries) or use, except in connection with his work for the Company or its Subsidiaries, Third Party Information unless expressly authorized by the Board in writing. (c) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is related in any way to the actual or anticipated business of the Company, its Subsidiaries, its Affiliates or any of their respective predecessors in interest, including but not limited to (i) business development, growth and other strategic business plans, (ii) properties available for acquisition, financing development or sale, (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which caseaccounting and business methods, (Aiv) Executive will use reasonable best efforts to notify services or products and the Company promptly marketing of such request services and products, (v) fees, costs and pricing structures, (vi) designs, (vii) analysis, (viii) drawings, photographs and reports, (ix) computer software, including operating systems, applications and program listings, (x) flow charts, manuals and documentation, (xi) data bases, (xii) inventions, devices, new developments, methods and processes, whether patentable or requirement so that the Company may seek an appropriate protective order unpatentable and whether or waive compliance with the provisions not reduced to practice, (xiii) copyrightable works, (xiv) all technology and trade secrets, (xv) confidential terms of this Section 1material agreements and customer relationships, and (Bxvi) if, all similar and related information in whatever form or medium. Confidential Information also expressly excludes Executive’s general know-how and business contacts to the absence extent that the use of such a protective order information does not violate or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to breach the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business terms of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlSection 1.9.

Appears in 3 contracts

Sources: Employment Agreement (XCel Brands, Inc.), Employment Agreement (XCel Brands, Inc.), Employment Agreement (XCel Brands, Inc.)

Confidential Information. (a) The Executive acknowledges that the Company and its Affiliates continually develop Confidential Information, that the Executive may develop Confidential Information for the Company or its Affiliates and that the Executive may learn of Confidential Information during the course of employment. The Executive agrees that all information concerning Confidential Information which the business and affairs Executive creates or to which he has access as a result of Sprintank and/or his employment or other associations with the Company or any of its affiliates which Affiliates is and shall remain the sole and exclusive property of the Company or its Affiliate, as applicable. The Executive shall comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and shall never disclose to any Person (i) is confidential except as required by applicable law or for the proper performance of his duties and proprietary responsibilities to Sprintank and/or the Company and its Affiliates), or use for his own benefit or gain or the benefit or gain of any other Person, any Confidential Information obtained by the Executive incident to his employment or any other association with the Company or any of its affiliatesAffiliates. The Executive understands that this restriction shall continue to apply after his employment terminates, regardless of the reason for such termination. Further, the Executive agrees to furnish prompt notice to the Company of any required disclosure of Confidential Information sought pursuant to subpoena, court order or any other legal process or requirement, and agrees to provide the Company a reasonable opportunity to seek protection of the Confidential Information prior to any such disclosure. (iib) confers a competitive advantage on Sprintank and/or All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company or any of its affiliatesAffiliates and any copies or derivatives (including without limitation electronic), in whole or in part, thereof (iii) would the “Documents”), whether or not prepared by the Executive, shall be detrimental the sole and exclusive property of the Company and its Affiliates. Except as required for the proper performance of the Executive’s regular duties for the Company or embarrassing as expressly authorized in writing in advance by the Board or its expressly authorized designee, the Executive will not copy any Documents or remove any Documents or copies or derivatives thereof from the premises of the Company. The Executive shall safeguard all Documents and shall surrender to Sprintank and/or the Company at the time his employment terminates, and at such earlier time or times as the Board or its designee may specify, all Documents and other property of the Company or any of its affiliates if disclosed (collectivelyAffiliates and all documents, "Confidential Information") is the property records and files of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software customers and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or Persons with whom the Company or any of its affiliates which Affiliates does business (“Third Party Documents,” and each individually a “Third Party Document”) then in the Executive’s possession or control; provided, however, that if a Document or Third-Party Document is on electronic media, the Executive may then possess may, in lieu of surrendering the Document or have under Executive's controlThird-Party Document, provide a copy to the Company on electronic media and delete and overwrite all other electronic media copies thereof. The Executive also agrees that, upon request of any duly authorized officer of the Company, the Executive shall disclose all passwords and passcodes necessary or desirable to enable the Company or any of its Affiliates or the Persons with whom the Company or any of its Affiliates do business to obtain access to the Documents and Third-Party Documents.

Appears in 3 contracts

Sources: Employment Agreement (Canada Goose Holdings Inc.), Employment Agreement (Canada Goose Holdings Inc.), Employment Agreement (Canada Goose Holdings Inc.)

Confidential Information. (a) Executive acknowledges that it is the policy of the Company and its Affiliates to maintain as secret and confidential all Confidential Information, and that Confidential Information has been and will be developed at substantial cost and effort to the Company and its Affiliates. Executive acknowledges that he will have access to Confidential Information with respect to the Company and its Affiliates which information concerning is a valuable and unique asset of the Company and its Affiliates and that disclosure of such Confidential Information would cause irreparable damage to the business and affairs operations of Sprintank and/or the Company or any of and its affiliates which Affiliates. (ib) is confidential and proprietary to Sprintank and/or Executive acknowledges that the Confidential Information is, as between the Company or any of and its affiliatesAffiliates and Executive, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the exclusive property of the Company and its Affiliates. (c) Both during Executive’s employment by the Company (whether during or such affiliate. Thereforeafter the Contract Term) and at any time after the Termination Date, Executive agrees that Executive Executive: (i) shall not disclose not, directly or indirectly, divulge, furnish or make accessible to any unauthorized person or use for Executive's own purposes Person any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and except (x) to the extent Executive reasonably and in good faith believes that the aforementioned matters (i) become generally known to such actions are related to, and available for use by the public (other than by reason required by, Executive’s performance of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to his duties under this Agreement (other than as a result of any disclosure by Executive)Agreement, or (iiiy) are as may be compelled by applicable law or administrative regulation; provided that Executive, to the extent not prohibited from doing so by applicable law or administrative regulation, shall give the Company written notice of the information to be so disclosed pursuant to clause (y) of this sentence as far in advance of its disclosure as is practicable, shall cooperate with the Company in its efforts to protect the information from disclosure, and shall limit its disclosure of such information to the minimum disclosure required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify administrative regulation unless the Company promptly agrees in writing to a greater level of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1disclosure); (ii) shall not use for his own benefit in any manner, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit ; (iii) shall not cause any such disclosure to Confidential Information which is so required to be disclosed become publicly known; and (iv) shall take all reasonable steps to safeguard such Confidential Information and to obtain an order protect it against disclosure, misuse, loss and theft. (d) For purposes of this Agreement, Confidential Information represents trade secrets subject to protection under the Uniform Trade Secrets Act, as adopted by the State of Illinois, or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlcomparable protection afforded by applicable laws.

Appears in 3 contracts

Sources: Employment Agreement (Exelon Generation Co LLC), Employment Agreement (Commonwealth Edison Co), Employment Agreement (Exelon Corp)

Confidential Information. Executive acknowledges that all information concerning (a) Except as may be permitted in accordance with Section 3.6 below, during the business and affairs course of Sprintank and/or your employment with the Company Corporation or any Affiliate and continuing thereafter, you will maintain in secrecy all Confidential Information of the Corporation and its affiliates which (i) is confidential Affiliates and proprietary to Sprintank and/or will not, either directly or indirectly, at any time, while an employee of the Company Corporation or any of its affiliatesAffiliate or thereafter, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliatesmake known, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectivelydivulge, "Confidential Information") is the property of the Company or such affiliate. Thereforereveal, Executive agrees that Executive shall not disclose to any unauthorized person furnish, make available, disclose, appropriate or use (except for Executive's own purposes use in the regular course of your duties for the Corporation or its Affiliates) any Confidential Information (as defined below) without the prior written consent of the Chief Executive Officer Corporation. Upon the Termination Date, or any time the Corporation makes a request, you will deliver promptly to the Corporation all Confidential Information and all copies of Confidential Information, or any analyses, compilations, summaries, studies, or other documents based, in whole or in part, upon the Company (the "CEO")Confidential Information and, unless and to the extent any Confidential Information is stored on any PDA or personal computer, cloud, email account or other storage device, you will fully cooperate with the Corporation or its Affiliates to return and permanently delete all such Confidential Information from such devices. Upon the Corporation’s request, you agree to provide access to any such device(s) to the Corporation or a third-party vendor selected by the Corporation to assist with such identification and removal of Confidential Information and Corporation material in a manner that includes steps to protect your personal information. Upon the aforementioned matters Corporation’s request at any time, you will certify in writing to the Corporation that no Confidential Information or any analyses, compilations, summaries, studies, or other documents based, in whole or in part, upon the Confidential Information, remains in your possession or control. You also agree that this obligation is in addition to, and not in limitation or preemption of, all other obligations of confidentiality that you may have to the Corporation or its Affiliates under the Code of Conduct, Securities Trading Policy or other rules or policies governing the conduct of their respective businesses, or general or specific legal or equitable principles. (b) As used herein, “Confidential Information” means the information you have been given or to which you have access or become informed of, directly or indirectly, which the Corporation or its Affiliates possess or have access and which relates to the Corporation or its Affiliates, is not generally known to the public or in the trade or is a competitive asset and/or otherwise constitutes a “trade secret,” as that term is defined by Applicable Laws, of the Corporation or its Affiliates, including without limitation, non- public: (i) become generally known to planning data and available for use by the public (other than by reason of any disclosure by Executive)marketing strategies, including marketing ideas, mailing lists, and sales and marketing plans; (ii) are independently developed by a person terms of any new products and investment strategies; (iii) information relating to other officers and employees of the Corporation or entity that is its Affiliates, including personal information, social security numbers, medical information, addresses, and telephone numbers; (iv) financial results and information about the business condition of the Corporation or its Affiliates, including results and data about Corporation conditions, operations, strategies and plans, pending projects and proposals, and potential acquisitions or divestitures; (v) terms of any investment, management or advisory agreement or other material contract; (vi) proprietary software and other product or technical information, including product formulations, new product ideas, new business developments, plans, designs, compilations, methods, processes, procedures, program devices, data or market information processing programs, hardware firmware, research and development products, and related documents and information; (vii) customer and potential customer information, including client lists, prospecting lists, information about client accounts, pricing strategies, and current or proposed transactions and contact persons at such customers and customer prospects; and (viii) material information or internal analyses concerning customers or customer prospects of the Corporation or its Affiliates or their respective operations, condition (financial or otherwise) or plans. Confidential Information does not a party include information which: (i) was or becomes generally available to this Agreement (the public other than as a result of any disclosure by Executive)you or any of your agents, advisors or representatives or the wrongdoing of a third party; (ii) was within your possession prior to its being furnished to you by or on behalf of the Corporation or its Affiliates, provided that the source of the information was not bound by a confidentiality agreement with the Corporation or otherwise prohibited from transmitting the information to you by a contractual, legal or fiduciary obligation or otherwise wrongfully came into possession of such information; or (iii) are required was or becomes available to you on a non-confidential basis from a source other than the Corporation or its Affiliates, provided that such source is not bound by law a confidentiality agreement with the Corporation or otherwise prohibited from transmitting the information to you by the order of any court of competent jurisdiction a contractual, legal or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly fiduciary obligation or otherwise wrongfully came into possession of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlinformation.

Appears in 3 contracts

Sources: Performance Share Unit Agreement (Bank of New York Mellon Corp), Restricted Stock Unit Agreement (Bank of New York Mellon Corp), Options Agreement (Bank of New York Mellon Corp)

Confidential Information. Executive acknowledges that all information concerning in the business and affairs course of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of his employment with the Company (the "CEO"and, if applicable, its predecessors), unless he has been allowed to become, and will continue to be allowed to become, acquainted with the Company’s business affairs, information, trade secrets, and other matters which are of a proprietary or confidential nature, including but not limited to the Company’s and its affiliates’ and predecessors’ operations, business opportunities, price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information and knowledge (collectively the “Confidential Information”) concerning the Company’s and its affiliates’ and predecessors’ business. The Company agrees to provide on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that the aforementioned matters (i) become Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company; (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use by in the public Company’s industry (other than by reason of any disclosure by Executivethe “regenerative medicine industry”), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure action or inaction by Executive), ; or (iiiiv) are required such information has been rightfully received by law a member of the regenerative medicine industry or has been published in a form generally available to regenerative medicine industry prior to the date Executive proposes to disclose or use such information. Executive further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as Executive shall cease to be employed by the order of any court of competent jurisdiction or government agency Company, he will immediately turn over to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any all Confidential Information, Executive will use reasonable best efforts including papers, documents, writings, electronically stored information, other property, and all copies of them provided to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to created by him during the Company at any time course of his employment with the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlCompany.

Appears in 3 contracts

Sources: Employment Agreement (Harvard Apparatus Regenerative Technology, Inc.), Employment Agreement (Harvard Apparatus Regenerative Technology, Inc.), Employment Agreement (Harvard Apparatus Regenerative Technology, Inc.)

Confidential Information. Executive acknowledges that all information concerning the business and affairs of Sprintank and/or the Company or any of its affiliates which (i) is confidential Subject to Section 3(a)(v) and proprietary to Sprintank and/or Section 3(d), Participant will not at any time (A) retain or use for the Company benefit, purposes or account of Participant or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property other person outside of the Company Group, or such affiliate. Thereforein any manner adverse to the interests of the Company Group, Executive agrees that Executive shall not disclose any Confidential Information; or (B) disclose, divulge, reveal, communicate, share, transfer or provide access to any unauthorized person or use for Executive's own purposes outside of the Company Group any Confidential Information (other than in performance of Participant’s duties during Participant’s employment and/or service with the Company Group and pursuant to customary industry practice), without the prior written consent authorization of the Chief Executive Officer Board of Directors of the Company (Company. Participant will take all action reasonably necessary to protect the "CEO"), unless and Confidential Information from being disclosed to the extent that the aforementioned matters (i) become generally known to and available for use anyone other than persons authorized by the public (other than by reason of any disclosure by Executive), Company Group. (ii) are independently developed Except as required by a person or entity that is law, Participant will not a party disclose to this Agreement (anyone, other than as a result of any disclosure by Executive), or Participant’s family (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosedit being understood that, in which casethis Section 3, (Athe term “family” refers to Participant, Participant’s spouse, children, parents and spouse’s parents) Executive will use reasonable best efforts and advisors, the existence or contents of this Appendix; provided that Participant may disclose to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with any prospective future employer the provisions of this Section 13. This Section 3(a)(ii) shall terminate if a member of the Company Group publicly discloses a copy of this Appendix (or, if a member of the Company Group publicly discloses summaries or excerpts of this Appendix, to the extent so disclosed). (iii) All Confidential Information shall remain the sole and exclusive property of the applicable Company Group. To the extent that Participant acquires any right, title or interest in or to any Confidential Information, Participant hereby irrevocably assigns, transfers, conveys and delivers to the applicable member of the Company Group all such right, title and interest in and to such Confidential Information. (iv) Upon termination of Participant’s employment with the Company Group for any or no reason, Participant shall (A) cease and not thereafter commence use of any Confidential Information or Intellectual Property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company Group; and (B) ifimmediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including documents, memoranda, books, papers, plans, computer files, letters, email and computer disks or tapes, whether machine or user readable, and other data) in Participant’s possession or control (including any of the absence foregoing stored or located in Participant’s office, home, laptop or other computer, whether or not Company Group property) that contain Confidential Information. At the time Participant returns or destroys such copies of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive Participant will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver acknowledge to the Company at Group, in writing and under oath, that Participant has complied with the terms of this Appendix. (v) 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any time Federal or State trade secret law for the Company may requestdisclosure of a trade secret that (A) is made (i) in confidence to a Federal, all memorandaState, notesor local government official, planseither directly or indirectly, recordsor to an attorney; and (ii) solely for 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, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating if such filing is made under seal.” Nothing in this Section 3 is intended to the Confidential Information, Work Product (as defined belowconflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the business parties to this Appendix have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of Sprintank and/or reporting or investigating a suspected violation of law. The parties also have the Company right to disclose trade secrets in a document filed in a lawsuit or any of its affiliates which Executive may then possess or have other proceeding, but only if the filing is made under Executive's controlseal and protected from public disclosure.

Appears in 3 contracts

Sources: Restricted Stock Unit Award Agreement (Signify Health, Inc.), Non Qualified Stock Option Award Agreement (Signify Health, Inc.), Substitute Non Statutory Stock Option Grant (Signify Health, Inc.)

Confidential Information. (a) Executive acknowledges that shall, during the Term and for a period of five years thereafter, hold in a fiduciary capacity for the benefit of the Company all confidential or proprietary information concerning relating to or concerned with the Company and its affiliates or their products, prospective products, operations, business and affairs ("Confidential Information"), and he shall not, at any time hereafter, use or disclose any Confidential Information to any Person other than to the Company or its designees or except as may otherwise be required in connection with the business and affairs of Sprintank the Company, and in furtherance of the foregoing Executive agrees that: (i) Executive will receive, maintain and hold Confidential Information in strict confidence and will use the same level of care in safeguarding it that he uses with his own confidential material of a similar nature; (ii) Executive will take all such steps as may be reasonably necessary to prevent the disclosure of Confidential Information; and (iii) Executive will not utilize Confidential Information without first having obtained the Company's written consent to such utilization. (b) The commitments set forth in Section 9(a) shall not extend to any portion of Confidential Information that is generally available to the public or that, hereafter, through no act or omission on the part of the Executive, becomes information generally available to the public. (c) At any time upon written request by the Company (i) the Confidential Information, including any copies, shall be returned to the Company, and (ii) all documents, drawings, specifications, computer software, and any other material whatsoever in the possession of the Executive that relates to such Confidential Information, including all copies and/or any other form of reproduction and/or description thereof made by Executive shall, at the Company's option, be returned to the Company or destroyed. (d) In the event that Executive becomes legally compelled (by deposition, interrogatory, request of documents, subpoena, civil investigative demand or similar process) to disclose any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Confidential Information, Executive shall provide the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the with prompt prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly notice of such request or requirement so that the Company it may seek an appropriate a protective order or other appropriate remedy and/or waive compliance with the provisions terms of this Section 1, and (B) if, in Agreement. In the absence of event that such a protective order or waiverother remedy is not obtained, or the Company waives compliance with the provisions hereof, Executive is compelled agrees to disclose any Confidential Information, Executive will use reasonable best efforts to limit furnish only such disclosure to portion of the Confidential Information which that is so legally required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (furnished as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under determined by Executive's controloutside counsel in a written opinion letter.

Appears in 3 contracts

Sources: Employment Agreement (Jakks Pacific Inc), Employment Agreement (Jakks Pacific Inc), Employment Agreement (Jakks Pacific Inc)

Confidential Information. Executive acknowledges that all information concerning The Employee hereby agrees that, ------------------------ except as otherwise required in the course of his performance of any duties he may have as an employee of the Company, during the period commencing on the date hereof and ending on the second anniversary of the date on which the Employee's employment is terminated: (a) Neither the Employee nor any company or organization in which the Employee has a direct or indirect financial interest will directly or indirectly own, manage, operate, join, control or participate in the ownership, management, operation or control of or be connected in any manner with, any business and affairs of Sprintank and/or the Company conducted under any corporate or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property trade name of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information name similar thereto without the prior written consent of the Chief Executive Officer Company; and (b) The Employee shall hold in confidence and not directly or indirectly disclose to anyone or use or otherwise appropriate for the Employee's own benefit (i) any pricing information, marketing information or sales technique of the Company, or any subsidiary of the Company, or (ii) any other of the following confidential information or documents of or relating to the Company or any subsidiary of the Company: confidential records, computer software programs, client and customer lists, terms of license or franchise agreements, terms of contracts with clients and customers, and planning and financial information of the Company or any subsidiary of the Company (collectively, the "CEOConfidential Data"). Notwithstanding the foregoing, unless and Confidential Data shall not include any information of the type specified above to the extent that the aforementioned matters (i) such materials or information have become generally known available to and available for use the public by the public (other than by reason act of one who has the right to disclose such information without violating any right of the Company to which such information pertains. The Employee hereby acknowledges and agrees that the prohibitions against disclosure of Confidential Data recited herein are in addition to, and not in lieu of, any rights or remedies that the Company or any subsidiary of the Company may have pursuant to the laws of any jurisdiction or at common law to prevent the disclosure of trade secrets, and the enforcement by Executive), (ii) are independently developed by a person or entity that is not a party any such corporation of its rights and remedies pursuant to this Agreement (other than shall not be construed as a result waiver of any disclosure by Executive), other rights or (iii) are required by available remedies that it may possess in law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, equity in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlthis Agreement.

Appears in 3 contracts

Sources: Employment Agreement (Syntellect Inc), Employment Agreement (Syntellect Inc), Employment Agreement (Syntellect Inc)

Confidential Information. (a) Executive acknowledges that all information the information, observations and data (including trade secrets) obtained by him while employed by the Company concerning the business and or affairs of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "“Confidential Information"”) is are the property of the Company or such affiliate. Therefore, except in the course of Executive’s duties to the Company or as may be compelled by law or appropriate legal process, Executive agrees that Executive he shall not disclose to any unauthorized person or entity or use for Executive's his own purposes any Confidential Information or any confidential or proprietary information of other persons or entities in the possession of the Company and its affiliates (“Third Party Information”), without the prior written consent of the Chief Executive Officer of the Company (the "CEO")Board, unless and to the extent that the aforementioned matters (i) become Confidential Information or Third Parry Information becomes generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), ’s acts or (iii) are required omissions. Except in the course of Executive’s duties to the Company or as may be compelled by law or appropriate legal process, Executive will not, during his employment by the order of any court of competent jurisdiction Company, or government agency to be disclosedpermanently thereafter, in which casedirectly or indirectly use, (A) Executive will use reasonable best efforts to notify the Company promptly of such request divulge, disseminate, disclose, lecture upon, or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose publish any Confidential Information, Executive will use reasonable best efforts without having first obtained written permission from the Board to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information discloseddo so. Executive shall deliver to the Company at the termination or expiration of the Employment Period, or at any other time the Company may reasonably request, all memoranda, notes, plans, records, reports, computer files, disks and tapes, printouts and software and other documents and data (and copies thereof) embodying or relating to the Confidential Third Party Information, Work Product (as defined below) Confidential Information or the business of Sprintank and/or the Company, or its affiliates which he may then possess or have under his control. Notwithstanding the foregoing, the Company hereby waives the right to assert an “inevitable disclosure” argument in any legal proceeding against Employee after the termination of his employment. (b) Executive shall be prohibited from using or disclosing any confidential information or trade secrets that Executive may have learned through any prior employment. If at any time during his employment with the Company or any of its affiliates which affiliates, Executive believes he is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality, or other obligations Executive may then possess have to former employers, Executive shall immediately advise the Board so that Executive’s duties can be modified appropriately. Executive represents and warrants to the Company that Executive took nothing with him which belonged to any former employer when Executive left his prior position and that Executive has nothing that contains any information which belongs to any former employer. If at any time Executive discovers this is incorrect, Executive shall promptly return any such materials to Executive’s former employer. The Company does not want any such materials, and Executive shall not be permitted to use or have under refer to any such materials in the performance of Executive's control’s duties hereunder.

Appears in 3 contracts

Sources: Employment Agreement (NRG Energy, Inc.), Employment Agreement (NRG Energy, Inc.), Employment Agreement (NRG Energy, Inc.)

Confidential Information. Executive acknowledges and agrees that all information concerning the business and affairs of Sprintank and/or regarding the Company or the activity of any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property member of the Company that is not generally known to persons not employed or such affiliateretained (as employees or as independent contractors or agents) by the Company, including without limitation information about the customers, business connections, customer lists, procedures, operations, trade secrets, techniques and other aspects of and information about the business of the Company (the “Confidential Information”) is established at great expense and protected as confidential information and provides the Company with a substantial competitive advantage in conducting its business. Executive further acknowledges and agrees that by virtue of Executive’s employment with the Company, Executive will have access to, and will be entrusted with Confidential Information, and that the Company would suffer great loss and injury if Executive would disclose this information or use it in a manner not specifically authorized by the Company. Therefore, Executive agrees that during the Term and at all times thereafter, Executive shall not will not, directly or indirectly, either individually or as an employee, agent, partner, shareholder, owner trustee, beneficiary, co-venturer distributor, consultant or in any other capacity, use or disclose or cause to any unauthorized person be used or use for Executive's own purposes disclosed any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO")Information, unless and to the extent that the aforementioned matters (i) become any such information becomes generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive)’s acts or omissions. Nothing in this Agreement prohibits or restricts Executive from (i) initiating communications with, or (iii) are required by responding to any inquiry from, any administrative, governmental, regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation; or (ii) disclosing information and documents to Executive’s attorney, financial or tax advisors and other professional advisors who are bound by the order obligations of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosedconfidentiality. Executive shall deliver to the Company at the termination of Executive’s employment and the Term, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's ’s control. In addition, Executive agrees that, notwithstanding the foregoing, to the extent Executive is compelled to disclose Confidential Information by lawful service of process, subpoena, court order, or otherwise compelled to do by law, Executive shall, to the extent legally permitted, provide the Company with a copy of the document(s) seeking disclosures of such information promptly upon receipt of such document(s) and prior to Executive’s disclosure of any such information, so that the Company may take such action as it deems to be necessary or appropriate in relation to such subpoena or request and Executive may not disclose any such information until the Company has had the opportunity to take such action. Executive cannot be held criminally or civilly liable under any federal or state law (including trade secret laws) for disclosing a trade secret or confidential information (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding. Notwithstanding this immunity from liability, Executive may be held liable if Executive unlawfully accesses trade secrets or confidential information by unauthorized means. Nothing in this Agreement (A) limits, restricts or in any other way affects Executive’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity; or (B) requires Executive to notify the Company or any member of the Company about such communication.

Appears in 3 contracts

Sources: Employment Agreement (Lulu's Fashion Lounge Holdings, Inc.), Employment Agreement (Roadzen Inc.), Employment Agreement (Lulu's Fashion Lounge Holdings, Inc.)

Confidential Information. Executive acknowledges that all information concerning the business and affairs of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, The Executive agrees that Executive shall she will not disclose to at any unauthorized person or use for Executive's own purposes any Confidential Information without time, except with the prior written consent of the Chief Executive Officer Company or its Affiliates or as required by applicable law, directly or indirectly, reveal to any person, entity or other organization (other than the Company or its Affiliates or its respective employees, officers, directors, shareholders or agents) or use for the Executive’s own benefit any confidential or proprietary information of any member of the Company or its Affiliates (the "CEO"), unless and “Confidential Information”) relating to the extent that assets, liabilities, employees, goodwill, business or affairs of any member of the aforementioned matters (i) become generally Company or its Affiliates, including, without limitation, any information concerning past, present or prospective clients, intellectual capital, marketing data, or other confidential information used by, or useful to, any member of and known to and available for use by the public (other than Executive by reason of the Executive’s employment by, shareholdings in or other association with the Company or its Affiliates, other than disclosure while employed by the Company which the Executive reasonably and in good faith believes to be in or not opposed to the interests of the Company; provided that such Confidential Information does not include any disclosure by Executive), (ii) are independently developed by a person information which is available to the general public or entity that is not a party to this Agreement (generally available within the relevant business or industry other than as a result of the Executive’s breach of this Agreement. Confidential Information may be in any disclosure by Executive)medium or form, including, without limitation, physical documents, computer files or disks, videotapes, audiotapes, and oral communications. (iiiii) are required by law or by In the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so event that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is becomes legally compelled to disclose any Confidential Information, the Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is shall, if permitted by law, provide the Company with prompt written notice so required to be disclosed and to obtain an that the Company may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Executive shall furnish only that portion of such Confidential Information or take only such action as is legally required by binding order and shall exercise her reasonable efforts to obtain reliable assurance that confidential treatment will shall be accorded any such Confidential Information. The Company shall promptly pay (upon receipt of invoices and any other documentation as may be requested by the Company) all reasonable expenses and fees incurred by the Executive, including attorneys’ fees, in connection with her compliance with the immediately preceding sentence. Notwithstanding anything herein to the contrary, nothing in this Agreement shall (A) prohibit the Executive from making reports of possible violations of federal law or regulation to any Confidential Information disclosed. Executive shall deliver to governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (B) require notification or prior approval by the Company at of any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data reporting described in clause (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlA).

Appears in 3 contracts

Sources: Employment Agreement (First Western Financial Inc), Employment Agreement (First Western Financial Inc), Employment Agreement (First Western Financial Inc)

Confidential Information. Executive acknowledges The Distributor covenants with the Company: (a) to keep all Confidential Information to which access is granted to or obtained by it in strictest confidence and not to disclose or permit disclosure of all or any portion of the Confidential Information to any person, firm, corporation, business or other entity, except as otherwise expressly permitted by this Agreement or with the prior written authorization of the Company; (b) without prejudice to the generality of subsection 12.2(a), to exercise a degree of care in protecting the confidentiality of the Confidential Information that is at least equivalent to that which the Distributor uses to protect its own information of like sensitivity and importance; (c) not to use all information concerning or any portion of the Confidential Information in any way which may be reasonably considered as detrimental to the business and affairs operations of Sprintank and/or the Company Company; (d) not to use all or any portion of its affiliates which the Confidential Information for any purpose other than as expressly authorized by this Agreement or in writing by the Company; (ie) is confidential and proprietary not to Sprintank and/or the Company copy or otherwise reproduce or duplicate all or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property portion of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent authorization of the Chief Executive Officer Company, which authorization may be unreasonably withheld; (f) to permit access to the Confidential Information only to such of its directors, officers, employees and agents as need such Confidential Information for the proper use thereof or for the fulfilment of their regular duties with the Distributor; (g) not to permit any director, officer, employee, agent or representative of any nominee corporation for them or any other party receiving Confidential Information on their behalf to disclose or permit disclosure of such information to any person, firm, corporation, business or other entity for any purpose, except as expressly authorized by this agreement or in writing by the Company; (h) to promptly advise the Company in writing if any unauthorized use or disclosure or any anticipated use or disclosure of all or any portion of the Company (Confidential Information comes the "CEO"), unless Distributor's attention and to the extent that the aforementioned matters take all reasonable steps to stop such unauthorized or anticipated use or disclosure; and (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any return all Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to together with any Confidential Information disclosed. Executive shall deliver copies thereof, to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlupon demand.

Appears in 3 contracts

Sources: Distribution Agreement (Bulldog Technologies Inc), Distribution Agreement (Bulldog Technologies Inc), Distribution Agreement (Sound Technology Inc)

Confidential Information. (a) During the term of this Agreement, the Company will provide to Executive certain confidential and proprietary information owned by the Company as more fully described below. Executive acknowledges that all information concerning he occupies or will occupy a position of trust and confidence with the business Company, and affairs of Sprintank and/or that the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing irreparably damaged if Executive were to Sprintank and/or breach the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliatecovenants set forth in this Section 3.1(a). ThereforeAccordingly, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information he will not, without the prior written consent of the Chief Company, at any time during the term of this Agreement or any time thereafter, except as may be required by competent legal authority or as required by the Company to be disclosed in the course of performing Executive’s duties under this Agreement for the Company, use or disclose to any person, firm or other legal entity, any confidential records, secrets or information obtained by Executive Officer during his employment hereunder related to the Company or any parent, subsidiary or affiliated person or entity (collectively, “Confidential Information”). Confidential Information shall include, without limitation, information about the Company’s Inventions (as defined in Section 3.2(a)), customer lists and product pricing, data, know-how, formulae, processes, ideas, past, current and planned product development, market studies, computer software and programs, database and network technologies, strategic planning and risk management. Executive acknowledges and agrees that all Confidential Information of the Company and/or its affiliates will be received in confidence and as a fiduciary of the Company. Executive will exercise utmost diligence to protect and guard the Confidential Information. (b) Executive agrees that he will not, without the "CEO")express written consent of the Board, unless take with him upon the termination of this Agreement, any document or paper, or any photocopy or reproduction or duplication thereof, relating to any Confidential Information. (c) Executive agrees that he will, upon the termination of his employment, return all the Company’s property including but not limited to vehicles leased or owned by the Company, mobile telephone, fuel card, personal computer, all documents, working papers, information whether stored on computer disc or otherwise, and all other records relating to the extent Company and its business. Executive agrees that the aforementioned matters (i) become generally known he will confirm in writing that he has complied with this clause, if requested to and available for use do so by the public Company, within seven (other than by reason 7) days of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence receipt of such a protective order or waiverrequest. (d) Executive agrees that, while Executive is compelled to disclose employed with the Company, he will not, either directly or indirectly, have an interest in any Confidential Informationbusiness (whether as manager, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order operator, licensor, licensee, partner, 5% or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may requestgreater equity holder, all memorandaemployee, notesconsultant, plansdirector, records, reports, computer tapes, printouts and software and other documents and data (and copies thereofadvisor or otherwise) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or competitive with the Company or any of its affiliates business activities or solicit individuals or other entities that are customers or competitors of the Company. Executive further agrees that, for a period of twenty-four (24) months after the date of termination of this Agreement (the “Restricted Period”), Executive shall not use the Company’s trade secrets, either directly or indirectly, to compete in any way with the business of the Company and will not solicit individuals or other entities that are customers or competitors of the Company during the six-month period immediately prior to the date of termination of this Agreement, to terminate or change their contracts or business relations with the Company. Executive also agrees that, for the Restricted Period, he will not, either directly or indirectly, solicit any employee of the Company to terminate such employee’s employment with the Company. (e) For purposes of this Section 3.1, “the Company” shall include any of its parents, subsidiaries or any other entity in which Executive may then possess it holds a 50% or have under Executive's controlgreater equity interest.

Appears in 3 contracts

Sources: Executive Employment Agreement (Polar Power, Inc.), Executive Employment Agreement (Polar Power, Inc.), Executive Employment Agreement (Polar Power, Inc.)

Confidential Information. Executive acknowledges that all (a) For two years after the Closing, Sellers and their respective Affiliates shall not, directly or indirectly, disclose to any Person any information concerning not in the business public domain or generally known in the industry, in any form, whether acquired prior to or after the Closing Date, relating to the business, management or operations of the TGE Entities prior to the Closing Date. (b) Notwithstanding the foregoing, Sellers and affairs of Sprintank and/or the Company or their respective Affiliates and any of its affiliates which their respective Representatives may disclose or use any information relating to the business, management or operations of the TGE Entities: (i) is confidential and proprietary to Sprintank and/or the Company if required by Law, including any applicable stock exchange rule or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property requirement of the Company or such affiliate. ThereforeSEC, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent except that the aforementioned matters disclosing Party shall (ix) become generally known if legally permissible, prior to and available for use by the public (other than by reason of making any disclosure by Executive)such disclosure, (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled other relief from the requirement to disclose any Confidential Informationsuch information and (y) if it is legally impermissible to seek such relief or if no such relief is granted, Executive will use reasonable best efforts to limit disclose only such disclosure to Confidential Information which information as is so legally required to be disclosed disclosed; (ii) if such disclosure is to another Person and, at the time such information is provided, such other Person is already in the possession of such information and is bound by confidentiality obligations with respect to such information that are at least as stringent (including, for the avoidance of doubt, with respect to the time period of such confidentiality obligations) as those contained in this Agreement and any other Transaction Documents; (iii) if such disclosure is to a Representative of any Seller or any Affiliate of any Seller that agrees to keep such disclosure confidential; or (iv) if the use, private disclosure in the ordinary course of business, or public disclosure of such information is solely undertaken by the TGE Entities and, in each case, such information solely relates to the business and operations of the TGE Entities and not of Sellers, their Affiliates or their respective businesses or operations. (c) Nothing in this Agreement will prevent any individual from: (i) lawfully initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by the SEC or any other Governmental Authority regarding a possible violation of any Law; (ii) responding to any inquiry or legal process directed to an individual from any Governmental Authority; (iii) testifying, participating or otherwise assisting in a Proceeding by any Governmental Authority relating to a possible violation of Law, including providing documents or other confidential information to Governmental Authorities; or (iv) receiving an award for information provided to the SEC or another Governmental Authority. No individual will be required to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may requestprior authorization from Acquirors, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company Sellers or any of its affiliates which Executive may then possess their respective Affiliates before engaging in any of the conduct described in the first sentence of this Section 6.7(c), or have under Executive's controlto notify Acquirors, Sellers or their respective Affiliates of having engaged in any such conduct. (d) For the avoidance of doubt, nothing in this Section 6.7 is intended to, nor does it, modify any confidentiality provisions (including, for the avoidance of doubt, any qualifications and exceptions thereto) contained in any agreement between any of the TGE Entities, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand.

Appears in 3 contracts

Sources: Purchase Agreement (Tallgrass KC, LLC), Purchase Agreement (Tallgrass Holdings, LLC), Purchase Agreement (Kelso GP VIII, LLC)

Confidential Information. Executive acknowledges that all the non-public information and data obtained by him while employed by any Ladder Company concerning the business and or affairs of Sprintank and/or the Company or any of its Ladder Companies and their affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "“Confidential Information"”) is are the property of the Company or such affiliateLadder Companies. Therefore, except as may be otherwise required by law or legal process, Executive agrees that that, during the Employment Period and at all times thereafter, Executive shall not disclose to any unauthorized person or use for Executive's ’s own purposes any Confidential Information without the prior written consent of the Chief Executive Officer Board other than in a good faith effort during the Employment Period to promote the interests of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosedLadder Companies. Executive shall deliver to the Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapesfiles and related back-ups, printouts and software printouts, software, and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) in Section 7), or the business of Sprintank and/or the any Ladder Company or any of its affiliates which Executive may then possess or have under his control. Notwithstanding anything to the contrary in this Section 6, (i) Confidential Information shall not include: (A) information to the extent that it is or becomes generally available to the public (other than as a result of a disclosure by Executive's control) and (B) information to the extent that it is disclosed to Executive by a party or person that is not under any obligation to keep such information confidential; and (ii) if Executive is required to disclose or discuss Confidential Information by order of a court of competent jurisdiction, Executive may disclose such Confidential Information (provided that in such case, Executive shall promptly inform the Company of such order and shall only disclose Confidential Information to the extent necessary to comply with any such court order). Notwithstanding anything to the contrary in this Agreement, from and after the termination of the Restrictive Period, Executive shall have the right to use and distribute throughout the world the investment track record for the Ladder Companies in connection with activities relating to the marketing, fund raising and operation of any post-Company employment activities in which Executive engages, and no Ladder Company or representative of any Ladder Company shall prevent or interfere with Executive’s use and discussion of the information supporting the track record (including, without limitation, periodic performance data and investor reports), so long as such use and discussion is in accordance with this Section 6 and not inconsistent with the performance data furnished to Executive pursuant to this Section 6; provided that (i) any offering memorandum or other document containing such track record shall conspicuously state that neither the Company nor its affiliates have approved or disapproved of any of the information set forth therein and that neither the Company nor its affiliates shall have any liability or obligation arising out of, or related to, such information, (ii) neither the Company nor its affiliates shall be required to make (or deemed to have made) any representation or warranty with respect to the accuracy or completeness of such track record and (iii) neither the Company nor its affiliates shall have any liability or obligation arising out of, or related to, the usage of such track record by any such Person. In addition, upon Executive’s written request, the Ladder Companies will (a) promptly furnish to Executive the consolidated audited financial statements of the Ladder Companies for each fiscal year in which Executive was employed by any Ladder Company (or, if such audited financial statements were not prepared for any such fiscal year, then unaudited financial statements for such fiscal year), (b) to the extent available, promptly furnish to Executive the unaudited monthly and quarterly income statements underlying the annual performance track record for such fiscal years and (c) use their commercially reasonable efforts (including using estimates where necessary) to promptly furnish to Executive a breakdown of the Company positions and quarterly and annual returns on equity calculations in the aggregate and by product type for any fiscal year Executive was employed by any Ladder Company.

Appears in 3 contracts

Sources: Employment Agreement (Ladder Capital Corp), Employment Agreement (Ladder Capital Finance Holdings LLLP), Employment Agreement (Ladder Capital Corp)

Confidential Information. a. The Executive acknowledges that all information the information, observations and data, including trade secrets, obtained by the Executive while employed or retained by the Company and its controlled affiliates concerning the their business and affairs of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "“Confidential Information"”) is are the property of the Company or such affiliatethose entities. Therefore, the Executive agrees that that, except as required by law, court order, an arbitrator, a mediator or by other legal process, including, but not limited to, depositions, interrogatories, court testimony, arbitration, and the like, and except in connection with any litigation, arbitration or mediation involving the Employment Agreement (including the Exhibits thereto), including the enforcement of the Employment Agreement (including the Exhibits thereto), the Executive shall not at any time disclose to any unauthorized person or use for Executive's his own purposes any Confidential Information without the prior written consent of the Chief Executive Officer Company’s Board of the Company Directors (the "CEO"which may delegate to an authorized officer authority to give such consent), unless and to the extent that the aforementioned matters that: (i) become the Confidential Information becomes generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (generally known in the industry other than as a result of any disclosure by the Executive)’s acts or omissions, (ii) the Executive discloses or uses such information in the performance of his duties as an employee and an officer of the Company (including services to its controlled affiliates) in the ordinary course of business, or (iii) are required by law or by the order of any court of competent jurisdiction or government agency Executive discloses such information to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify third parties with whom the Company promptly or its affiliates have entered into a non-disclosure agreement and such disclosure is made in the ordinary course performance of such request or requirement so that the Executive’s duties and responsibilities to the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosedits affiliates. The Executive shall deliver to the Company promptly following the termination of his employment, or at any other time the Company may reasonably request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to embodying the Confidential Information, Information or Work Product (as defined below) or which the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or control, provided that the Executive may retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that the Executive reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his or her employment, or termination thereof, with the Company. Notwithstanding the foregoing or anything in this Agreement to the contrary, Confidential Information or Work Product shall not include: any information in the Executive’s possession or known to the Executive prior to employment with the Company, including but not limited to information that is located on the Executive’s rolodex (whether paper or electronic), any information that is generally known in the industry or in the public domain, or any information that becomes generally known in the industry or in the public domain through no wrongful act on the Executive’s part. b. The Executive represents and warrants to the Company that, to the best of his knowledge, the Executive has nothing that contains any material information which belongs to any former employer that the Executive is not entitled to have under or use for the benefit of the Company and its controlled affiliates. If at any time the Executive discovers that the foregoing statement is incorrect in any material respect, the Executive shall promptly return any such materials to the Executive's control’s former employer or obtain any necessary consents. The Executive understands that Company does not want any such materials, and that the Executive will not be permitted to use or refer to any such materials in the performance of the Executive’s duties.

Appears in 3 contracts

Sources: Executive Employment Agreement (Innophos Holdings, Inc.), Executive Employment Agreement (Innophos Holdings, Inc.), Executive Employment Agreement (Innophos Holdings, Inc.)

Confidential Information. Executive A. The Employee acknowledges that all information concerning the business he has had and affairs of Sprintank and/or will continue to have access to various Confidential Information. The Employee agrees, therefore, that he will not at any time, either while employed by the Company or afterwards, knowingly make any of its affiliates which independent use of, or knowingly disclose to any other person (except as authorized by the Company) any Confidential Information. Confidential Information shall not include (i) is confidential and proprietary information that becomes known to Sprintank and/or the Company or any public generally through no fault of its affiliatesthe Employee, (ii) confers a competitive advantage on Sprintank and/or information required to be disclosed by law or legal process or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), the Employee shall, if possible, give prior written notice thereof to the Company or any of its affiliatesand provide the Company with the opportunity to contest such disclosure, or (iii) would be detrimental the Employee reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the Employee. In the event of a breach or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use threatened breach by the public (other than by reason Employee of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B8(A) if, in the absence of such a protective order or waiver, Executive is compelled with respect to disclose any Confidential Information, Executive will use reasonable best efforts the Company shall be entitled to limit such disclosure to a temporary restraining order and a preliminary and permanent injunction (without the necessity of posting any bond in connection therewith) restraining the Employee from disclosing, in whole or in part, that Confidential Information which is so required to Information. Nothing herein shall be disclosed and to obtain an order construed as prohibiting the Company from pursuing any other available remedy for that breach or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive threatened breach, including the recovery of damages. B. The Employee shall deliver disclose promptly to the Company at any time and all conceptions and ideas for inventions, improvements, and valuable discoveries, whether patentable or not, which are conceived or made by the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts Employee solely or jointly with any other Person or Persons during the period of his Employment and software and other documents and data (and copies thereof) relating which pertain primarily to the Confidential Informationmaterial business activities of the Company, Work Product (as defined below) or and the business of Sprintank and/or Employee hereby assigns and agrees to assign all his interests therein to the Company or to its nominee; whenever requested to do so by the Company, the Employee shall execute any and all applications, assignments or other instruments which the Company shall deem necessary to apply for and obtain Letters of its affiliates which Executive may then possess Patent of the United States or have under Executiveany foreign country or to otherwise protect the Company's controlinterest therein. These obligations shall (i) continue beyond the Termination Date with respect to inventions, improvements, and valuable discoveries, whether patentable or not, conceived, made or acquired by the Employee during the period of his Employment and (ii) be binding upon the Employee's assigns, executors, administrators and other legal representatives.

Appears in 3 contracts

Sources: Employment Agreement (Apple Orthodontix Inc), Employment Agreement (American Residential Services Inc), Employment Agreement (American Residential Services Inc)

Confidential Information. Executive acknowledges that all information concerning the business information, observations and affairs of Sprintank and/or data obtained by him while employed by Holding, the Company or any other member of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company Group (whether prior to or during the Employment Period) concerning the business or affairs of any member of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or Group (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is are the property of Holding, the Company or such affiliateother member of the Company Group. Therefore, Executive agrees that Executive he shall not disclose to any unauthorized person Person or use for Executive's his own purposes account any Confidential Information without the prior written consent of the Chief Executive Officer Board of the Company (the "CEO")Holding, unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), 's acts or (iii) are required by law or by the order of any court of competent jurisdiction or government agency omissions to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosedact. Executive shall deliver to Holding at the Company termination of Executive's employment, or at any other time the Company Holding may request, all memoranda, notes, plans, records, reports, computer tapes, printouts tapes and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or and the business of Sprintank and/or the Company or any of its affiliates Group which Executive he may then possess or have under his control. Executive acknowledges that (a) the Confidential Information is commercially and competitively valuable to the Company Group; (b) the unauthorized use or disclosure of the Confidential Information would cause irreparable harm to the Company Group; (c) Holding and the Company have taken and are taking all reasonable measures to protect their legitimate interest in the Confidential Information, including, without limitation, affirmative action to safeguard the confidentiality of such Confidential Information; (d) the restrictions on the activities in which Executive may engage set forth in this Agreement, and the periods of time for which such restrictions apply, are reasonably necessary in order to protect the Company Group's legitimate interests in its Confidential Information; and (e) nothing herein shall prohibit Holding or the Company from pursuing any remedies, whether in law or equity, available to Holding or the Company for breach or threatened breach of this Agreement, including the recovery of damages from Executive's control.

Appears in 3 contracts

Sources: Executive Employment Agreement (Von Hoffmann Holdings Inc), Executive Employment Agreement (Von Hoffmann Corp), Executive Employment Agreement (Von Hoffmann Holdings Inc)

Confidential Information. The Company and the Executive acknowledges covenant and agree that: (a) The Company will provide the Executive Confidential Information (as defined below) to permit the Executive to perform the Executive’s duties on behalf of the Company and its affiliates, which will include, among other things, generating additional Confidential Information on behalf of the Company and its affiliates. (b) Except as may be required by the lawful order of a court or agency of competent jurisdiction, except as necessary to carry out his duties to the Company and its affiliates, or except to the extent that the Executive has express authorization from the Company, the Executive agrees to keep secret and confidential, all Confidential Information (as defined below), and not to disclose the same, either directly or indirectly, to any other person, firm, or business entity, or to use it in any way during the Agreement Term and at all times thereafter, provided, however, if the jurisdiction in which the Company seeks to enforce the confidentiality obligation will not enforce a confidentiality obligation of indefinite duration, then the provisions in this Agreement restricting the disclosure and use of Confidential Information shall survive for a period of five (5) years following the Executive’s Termination Date; provided, however, that trade secrets shall remain confidential indefinitely . (c) To the extent that any court or agency seeks to have the Executive disclose Confidential Information, he shall promptly inform the Company, and he shall take such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent that the Executive generates or obtains information concerning the business and affairs on behalf of Sprintank and/or the Company or any of its affiliates which that may be subject to attorney-client privilege as to the Company’s attorneys, the Executive shall take reasonable steps to maintain the confidentiality of such information and to preserve such privilege. (id) is confidential and proprietary Nothing in the foregoing provisions of this paragraph 10 shall be construed so as to Sprintank and/or prevent the Executive from using, in connection with his employment for himself or an employer other than the Company or any of the affiliates, knowledge which was acquired by him during the course of his employment with the Company and its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") and which is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to persons of his experience in other companies in the same industry. (e) For purposes of this Agreement, the term “Confidential Information” shall include all non-public information (including, without limitation, information regarding litigation and available for use pending litigation, trade secrets, proprietary information, or confidential or proprietary methods) concerning the Company and its affiliates (and their customers) which was generated or acquired by or disclosed to the public Executive during the course of his employment with the Company, or during the course of his consultation with the Company following the Termination Date. (other than by reason f) This paragraph 10 shall not be construed to unreasonably restrict the Executive’s ability to disclose Confidential Information in a court proceeding in connection with the assertion of, or defense against any claim of any disclosure by Executivebreach of this Agreement. If there is a dispute between the Company and the Executive as to whether information may be disclosed in accordance with this subparagraph (f), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to matter shall be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver submitted to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlcourt for decision.

Appears in 3 contracts

Sources: Severance Agreement (Castle a M & Co), Severance Agreement (Castle a M & Co), Severance Agreement (Castle a M & Co)

Confidential Information. For purposes of this Agreement, the Executive acknowledges and agrees that all the terms “Confidential Information” and “Trade Secrets” shall mean information concerning the business and affairs of Sprintank and/or that the Company or any of its affiliates which (i) owns or possesses, that the Company or its affiliates have developed at significant expense and effort, that they use or that is confidential potentially useful in the business of the Company or its affiliates, that the Company or its affiliates treat as proprietary, private or confidential, and proprietary that is not generally known to Sprintank and/or the public. The Executive further acknowledges that the Executive’s relationship with the Company is one of confidence and trust such that the Executive has in the past been, and may in the future be, privy to Confidential Information and Trade Secrets of the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or . The Executive covenants and agrees that during the Executive’s employment by the Company or any of and its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or and at all times thereafter, the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any keep all Confidential Information and Trade Secrets strictly confidential and that the Executive shall safeguard the Confidential Information and Trade Secrets from exposure to, or appropriation by, unauthorized persons, and that the Executive shall not, without the prior written consent of the Chief Executive Officer of Company, divulge, reveal, report, publish, transfer or use, for any purpose whatsoever, such Confidential Information and Trade Secrets. Notwithstanding the Company (the "CEO")foregoing, unless and to the extent that the aforementioned matters this Section 16(d) shall not apply (i) become generally known when disclosure is required by law, legal process or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to and available for use by order the public (other than by reason of Executive to disclose or make accessible any disclosure by Executive)information, (ii) are independently developed by a person when disclosure is required with respect to any litigation, arbitration or entity that is mediation involving this Agreement, including, but not a party to limited to, the enforcement of this Agreement (other than as a result of any disclosure by Executive)Agreement, or (iii) are as to Confidential Information or Trade Secrets that become generally known to the public other than due to the Executive’s violation of this Section 16(d). If the Executive is required by law to provide or by disclose information in accordance with subsection (i) or (ii) of this Section 16(d), the order Executive shall, within three days of any court receiving notice of competent jurisdiction or government agency to be disclosedsuch requirement, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that and the terms of and circumstances surrounding such requirement. Furthermore, the Executive shall cooperate with the Company in any attempts it may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, make in the absence of such seeking a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating injunction with respect to the Confidential Information, Work Product (as defined below) or Information and/or Trade Secrets that are subject to the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlrequired disclosure.

Appears in 2 contracts

Sources: Employment Agreement (Radian Group Inc), Employment Agreement (Radian Group Inc)

Confidential Information. Executive A. The Employee acknowledges that all information concerning the business Employee has had and affairs of Sprintank and/or will continue to have access to various Confidential Information. The Employee agrees, therefore, that Employee will not at any time, either while employed by the Company or afterwards, knowingly make any of its affiliates which independent use of, or knowingly disclose to any other person (except as authorized by the Company) any Confidential Information. Confidential Information shall not include (i) is confidential and proprietary information that becomes known to Sprintank and/or the Company or any public generally through no fault of its affiliatesthe Employee, (ii) confers a competitive advantage on Sprintank and/or information required to be disclosed by law or legal process or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), the Employee shall, if possible, give prior written notice thereof to the Company or any of its affiliatesand provide the Company with the opportunity to contest such disclosure, or (iii) would be detrimental the Employee reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the Employee. In the event of a breach or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use threatened breach by the public (other than by reason Employee of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B8(A) if, in the absence of such a protective order or waiver, Executive is compelled with respect to disclose any Confidential Information, Executive will use reasonable best efforts the Company shall be entitled to limit such disclosure to a temporary restraining order and a preliminary and permanent injunction (without the necessity of posting any bond in connection therewith) restraining the Employee from disclosing, in whole or in part, that Confidential Information which is so required to Information. Nothing herein shall be disclosed and to obtain an order construed as prohibiting the Company from pursuing any other available remedy for that breach or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive threatened breach, including the recovery of damages. B. The Employee shall deliver disclose promptly to the Company at any time and all conceptions and ideas for inventions, improvements, and valuable discoveries, whether patentable or not, which are conceived or made by the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts Employee solely or jointly with any other Person or Persons during the term of Employment and software and other documents and data (and copies thereof) relating which pertain primarily to the Confidential Informationmaterial business activities of the Company, Work Product (as defined below) or and the business of Sprintank and/or Employee hereby assigns and agrees to assign all his interests therein to the Company or to its nominee; whenever requested to do so by the Company, the Employee shall execute any and all applications, assignments or other instruments which the Company shall deem necessary to apply for and obtain Letters of its affiliates which Executive may then possess Patent of the United States or have under Executiveany foreign country or to otherwise protect the Company's controlinterest therein. These obligations shall (i) continue beyond the Termination Date with respect to inventions, improvements, and valuable discoveries, whether patentable or not, conceived, made or acquired by the Employee during the term of Employment and (ii) be binding upon the Employee's assigns, executors, administrators and other legal representatives.

Appears in 2 contracts

Sources: Employment Agreement (Apple Orthodontix Inc), Employment Agreement (Apple Orthodontix Inc)

Confidential Information. (a) The Executive acknowledges that all during the course of employment with the Company and the Bank, the Executive may produce and have access to confidential and/or proprietary non-public information concerning the business Company and affairs its Affiliates. The Executive agrees not to directly or indirectly use, disclose, copy or make lists of Sprintank and/or Confidential Information for the benefit of anyone other than the Company and its Affiliates, whether during employment or during five-year period thereafter, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Company, required by law or any competent administrative agency or judicial authority, or otherwise as reasonably necessary or appropriate in connection with performance by the Executive of duties as an executive of the Company and the Bank. The Executive agrees that, upon receipt of a subpoena or other court order or is otherwise required by law to provide information to a governmental authority or other person concerning the activities of the Company or the Bank, or her activities in connection with the business of the Company or the Bank, the Executive, to the extent legally permitted, will immediately notify the Company and the Bank of such subpoena, court order or other requirement and deliver forthwith to the Company a copy thereof and any attachments and non-privileged correspondence related thereto. The Executive shall take reasonable precautions to protect against the inadvertent disclosure of its affiliates which Confidential Information. The Executive agrees to abide by the Company’s and the Bank’s policies, as in effect from time to time, respecting avoidance of interests conflicting with those of the Company and the Bank. In this regard, the Executive shall not directly or indirectly render services to any person or entity where the Executive’s service would involve the inevitable use or disclosure of Confidential Information. (b) Notwithstanding Section 11.1, Executive shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, made (A) Executive will use reasonable best efforts in confidence to notify the Company promptly of such request a Federal, State, or requirement so that the Company may seek local government official, either directly or indirectly, or to an appropriate protective order or waive compliance with the provisions of this Section 1, attorney; and (B) ifsolely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, in if such filing is made under seal. Accordingly, the absence of such a protective order or waiver, Executive is compelled has the right to disclose any Confidential Informationin confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The Executive will use reasonable best efforts also has the right to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order disclose trade secrets in a document filed in a lawsuit or other assurance proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that confidential treatment will are expressly allowed by 18 U.S.C. § 1833(b). Nothing in this Agreement shall be accorded construed to any Confidential Information disclosed. Executive authorize, or limit liability for, an act that is otherwise prohibited by law, such as the unlawful access of material by unauthorized means. (c) Nothing contained herein shall deliver impede Executive’s ability to report possible federal securities law violations to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts Securities and software Exchange Commission and other documents governmental agencies (i) without the Company’s or Bank’s prior approval, and data (and copies thereofii) relating without having to the Confidential Information, Work Product (as defined below) forfeit or the business of Sprintank and/or the Company or forego any of its affiliates which Executive may then possess or have under Executive's controlresulting whistleblower awards.

Appears in 2 contracts

Sources: Employment Agreement (OP Bancorp), Employment Agreement (OP Bancorp)

Confidential Information. (i) The Executive acknowledges that all customer lists and information, vendor or supplier lists and information, inventions, trade secrets, know-how or other non-public, confidential or proprietary knowledge, information concerning or data with respect to the products, services, operations, finances, business and or affairs of Sprintank and/or the Company or any its subsidiaries and affiliates or with respect to confidential, proprietary or secret processes, methods, inventions, services, techniques, customers (including, without limitation, the identity of its affiliates which (i) is confidential and proprietary to Sprintank and/or the customers of the Company or any its subsidiaries and affiliates and the specific nature of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the services provided by the Company or any its subsidiaries and affiliates), employees (including, without limitation, the matters subject to this Agreement) or plans of its affiliates, or (iii) would be detrimental or embarrassing with respect to Sprintank and/or the Company or any its subsidiaries and affiliates or the terms of its affiliates if disclosed this Agreement (collectivelyall of the foregoing collectively hereinafter referred to as, "“Confidential Information"”) is the are property of the Company or such affiliateits applicable subsidiaries or affiliates. The Executive further acknowledges that the Company and its subsidiaries and affiliates intend, and make reasonable good faith efforts, to protect the Confidential Information from public disclosure. Therefore, the Executive agrees that, except as required by law or regulation or as legally compelled by court order (provided that in such case, the Executive shall not promptly notify the Company of such order, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any unauthorized person such law, regulation or order), during the Employment Term and at all times thereafter, the Executive shall not, directly or indirectly, divulge, transmit, publish, copy, distribute, furnish or otherwise disclose or make accessible any Confidential Information, or use for Executive's own purposes any Confidential Information without for the prior written consent benefit of the Chief Executive Officer of anyone other than the Company (the "CEO")and its subsidiaries and affiliates, unless and to the extent that the aforementioned matters (i) become Confidential Information becomes generally known to and available for use by the general public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of the Executive’s acts or omissions or such disclosure is necessary in the course of the Executive’s proper performance of her duties under this Agreement. (ii) The Company Entities do not wish to incorporate any disclosure by Executive)unlicensed or unauthorized material into their products or services. Therefore, the Executive agrees that she will not disclose to the Company, use in the Company’s business, or (iii) are required by law cause the Company to use, any information or by the order material which is a trade secret, or confidential or proprietary information, of any court of competent jurisdiction third party, including, but not limited to, any former employer, competitor or government agency client, unless the Company has a right to be disclosed, in which case, (A) receive and use such information or material. The Executive will use reasonable best efforts not incorporate into her work any material or information which is subject to notify the copyrights of any third party unless the Company promptly of has a written agreement with such request third party or requirement so that otherwise has the Company may seek an appropriate protective order right to receive and use such material or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlinformation.

Appears in 2 contracts

Sources: Employment Agreement (Dynegy Inc.), Employment Agreement (Dynegy Inc.)

Confidential Information. Executive acknowledges that all information concerning During and for a period of five (5) years after the business and affairs term of Sprintank and/or the Company Agreement, Employee shall not directly or indirectly, divulge, furnish or make accessible to any party not authorized by Employer to receive it, any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is , other than in the property course of performing his duties hereunder and in accordance with Employer’s policies and regulations, as established from time to time, for the protection of the Company or such affiliateEmployer’s Confidential Information. ThereforeNotwithstanding the foregoing, Executive agrees that Executive Employee shall not disclose have any obligation hereunder to any unauthorized person or use for Executive's own purposes keep confidential any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason disclosure of any disclosure thereof is required by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive)law, or (iii) are determined in good faith by Employee to be necessary or appropriate to comply with any legal or regulatory order, regulation or requirement; provided, however, that in the event disclosure is required by law or by the order of any court of competent jurisdiction or government agency to be disclosedlaw, in which case, (A) Executive will use Employee shall provide Employer with reasonable best efforts to notify the Company promptly notice of such request or requirement so that the Company Employer may seek an appropriate protective order or waive compliance and Employee shall reasonably cooperate with the provisions of this Section 1, and (B) if, in the absence of Employer’s efforts to seek such a protective order or waiverorder. Upon termination of employment, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit all tangible evidence of such disclosure to Confidential Information which is so required in the possession of Employee shall be returned to Employer, and Employee shall not make or retain any copies or excerpts thereof, except that Employee may retain copies of all materials that may be disclosed and of a personal nature to obtain an order or other assurance that confidential treatment will be accorded Employee. Employee further agrees not to use any Confidential Information disclosed. Executive shall deliver to for the Company at benefit of any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and person or entity other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) than Employer or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlsubsidiaries.

Appears in 2 contracts

Sources: Employment Agreement (Advanced Viral Research Corp), Employment Agreement (Advanced Viral Research Corp)

Confidential Information. Executive acknowledges that all information concerning the business and affairs of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that The Executive shall not disclose to any unauthorized person either during his period of employment or use for Executive's own purposes thereafter, any Confidential Information without (as defined below) of which the prior written consent of the Chief Executive Officer of the Company (the "CEO")is or becomes aware, unless and whether or not such information is developed by him, except to the extent that the aforementioned matters (i) become generally known such disclosure is directly related to and available for use required by the public (other than by reason Executive’s performance in good faith of any disclosure by Executive), (ii) are independently developed by a person duties for the Company or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive)its subsidiaries, or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, directly or indirectly, for his own benefit or for the benefit of any person or entity other than the Company and its subsidiaries. Notwithstanding the foregoing, the Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof; shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought; and shall assist the Company and such counsel in resisting or otherwise responding to such process. (ii) The Executive will use reasonable best efforts take all appropriate steps to limit such disclosure to safeguard Confidential Information which is so required to be disclosed in his possession and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosedprotect it against disclosure, misuse, espionage, loss and theft. The Executive shall deliver to the Company at the termination of his employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts media and software and other documents and data (and copies thereof) relating to the Confidential Information, Information or the Work Product (as defined belowhereinafter defined) or of the business of Sprintank and/or the Company or any of its affiliates Subsidiaries which the Executive may then possess or have under Executive's his control. (iii) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or any of its subsidiaries in connection with their businesses, including, but not limited to, information, observations and data obtained by the Executive while employed by the Company or any of its subsidiaries or any predecessors thereof (including those obtained prior to the date hereof) concerning (i) the business or affairs of the Company or any of its subsidiaries (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, (xv) marketing and pricing information, (xvi) supplier lists, and (xvii) all similar and related information in whatever form, all of which are confidential and may be proprietary and are owned or used by the Company or any of its subsidiaries. Such information shall hereinafter be called “Confidential Information” and shall include any and all items enumerated in the preceding sentence that are used, developed or obtained by the Company or any of its subsidiaries in connection with their businesses and of which the Executive is or becomes aware, whether discovered, conceived by, reduced to practice or developed by others or by the Executive alone or with others during the Period of Employment. Confidential Information does not include information that Executive can document has legally and properly entered the public domain through a source other than Executive and through no fault of Executive’s. Confidential Information will not be deemed to have legally and properly entered the public domain merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Appears in 2 contracts

Sources: Employment Agreement (Cardiff Lexington Corp), Employment Agreement (Cardiff Lexington Corp)

Confidential Information. (a) The Executive acknowledges that all information concerning the business and affairs of Sprintank and/or the Company or any of its affiliates which agrees (i) that all Confidential Information is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company Company, (ii) not to disclose or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes give possession of any Confidential Information without the prior written consent to any person except authorized representatives of the Chief Company, (iii) not to directly or indirectly use any Confidential Information (A) to compete against the Company, or (B) for the Executive’s own benefit or for the benefit of any person other than the Company, and (iv) to promptly return to the Company following the termination of the Executive’s employment, at the Company’s main office, all Confidential Information and other property of the Company, including but not limited to, computers, computer disks, electronic data without regard to the means of storage, credit cards, identification cards, badges, keys, and any other physical or personal property belonging to the Company, and any copies, duplicates, reproductions or excerpts of any of the foregoing, even if down loaded or copied to the Executive’s personal computer, personal data assistant or other mechanism used for storing information. This Section 6 shall not preclude the Executive Officer from disclosure or use of information known generally in the public domain other than through a breach of this Agreement or from disclosure required by law or court order. (b) The Executive understands, acknowledges and agrees that, during the course of his employment with the Company, he gained and will continue to gain, as a key employee of the Company, substantial information regarding and competitive knowledge of and familiarity with Confidential Information of the Company and that if the Confidential Information were disclosed or the Executive engaged in competition against the Company, the Company would suffer irreparable damage and injury. The Confidential Information derives substantial economic value, among other reasons, from not being known or readily ascertainable by proper means by others who could obtain economic value from its disclosure. The Executive acknowledges and agrees that the Company uses reasonable means to maintain the secrecy of the Confidential Information. (c) For purposes of this Agreement, the term “Confidential Information” means any and all (a) materials, records, data, documents, writings and information (whether printed, computerized, on disk or otherwise) relating or referring in any manner to the business, operations, affairs, policies, strategies, techniques, products, product developments or customers of the Company which are not generally known or available to the business, trade or industry of the Company or individuals who work therein or which are not otherwise in the public domain, in either case not through a breach of this Agreement, and (b) trade secrets of the Company (the "CEO")as defined in Indiana Code 24-2-3-2, unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive)amended, or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlsuccessor statute).

Appears in 2 contracts

Sources: Employment Agreement (National Bank of Indianapolis Corp), Employment Agreement (National Bank of Indianapolis Corp)

Confidential Information. Executive Employee acknowledges that all the information, observations and data obtained by Employee while associated with any member of the Company Group (including, without limitation, trade secrets, know-how, research plans, business, accounting, distribution and sales methods and systems, sales and profit figures and margins and other technical or business information, business, marketing and sales plans and strategies, cost and pricing structures, and information concerning acquisition opportunities and targets in or reasonably related to any member of the Company Group’s business or industry) including, in each case, such information, observations and data obtained prior to the date of this Agreement concerning the business and or affairs of Sprintank and/or any member of the Company or any of Group and its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "“Confidential Information"”) is are the property of the Company or such affiliateentity and agrees that such entity has a protectable interest in such Confidential Information. Therefore, Executive Employee agrees that Executive Employee shall not (during the Employment Period or at any time thereafter) disclose to any unauthorized person or use for Executive's own purposes any such Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), Board unless and to the extent that the aforementioned matters matters: (ia) become or are generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (industry other than as a result of any disclosure by Executive)Employee’s acts or omissions in breach of this Agreement, or (iiib) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, disclosed by judicial process or law (A) Executive will use reasonable best efforts provided that Employee shall give prompt advance written notice of such requirement to notify the Company promptly of such request or requirement so that to enable the Company may to seek an appropriate protective order or waive compliance with the provisions confidential treatment), or (c) are in furtherance of this Employee’s duties under Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed2(b). Executive Employee shall deliver to the Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the which constitute Confidential Information, Information or Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive Employee may then possess or have under Executive's Employee’s control. Employee understands and acknowledges that nothing in this Agreement prohibits or limits Employee or Employee’s counsel from initiating communications directly with, responding to any inquiry from, volunteering information to, or providing testimony before, the Securities and Exchange Commission, the Department of Justice, the Financial Industry Regulatory Authority, any other self-regulatory organization or any other governmental, law enforcement, or regulatory authority, regarding this Agreement and its underlying facts and circumstances, or any reporting of, investigation into, or proceeding regarding suspected violations of law, and that Employee is not required to advise or seek permission from the Company before engaging in any such activity. Employee recognizes that, in connection with any such activity, Employee must inform such authority that the information Employee is providing is confidential. The Company does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information.

Appears in 2 contracts

Sources: Employment Agreement (Castellum, Inc.), Employment Agreement (Castellum, Inc.)

Confidential Information. Executive acknowledges that all information concerning in the business and affairs course of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of his employment with the Company (the "CEO"and, if applicable, its predecessors), unless he has been allowed to become, and will continue to be allowed to become, acquainted with the Company’s business affairs, information, trade secrets, and other matters which are of a proprietary or confidential nature, including but not limited to the Company’s and its affiliates’ and predecessors’ operations, business opportunities, price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information and knowledge (collectively the “Confidential Information”) concerning the Company’s and its affiliates’ and predecessors’ business. The Company agrees to provide on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that the aforementioned matters (i) become Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company; (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use by in the public Company’s industry (other than by reason of any disclosure by Executivethe “laboratory analytical instruments industry”), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure action or inaction by Executive), ; or (iiiiv) are required such information has been rightfully received by law a member of the laboratory analytical instruments industry or has been published in a form generally available to the laboratory analytical instruments industry prior to the date Executive proposes to disclose or use such information. Executive further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as Executive shall cease to be employed by the order of any court of competent jurisdiction or government agency Company, he will immediately turn over to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any all Confidential Information, Executive will use reasonable best efforts including papers, documents, writings, electronically stored information, other property, and all copies of them provided to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to created by [him]/[her] during the Company at any time course of his employment with the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlCompany.

Appears in 2 contracts

Sources: Employment Agreement (Harvard Bioscience Inc), Employment Agreement (Harvard Bioscience Inc)

Confidential Information. The Executive expressly recognizes and acknowledges that all during the Executive’s employment with the Company, the Executive became entrusted with, had access to, or gained possession of confidential and proprietary information, data, documents, records, materials, and other trade secrets and/or other proprietary business information concerning of the business and affairs of Sprintank Company that is not readily available to competitors, outside third parties and/or the Company or any of its affiliates which public, including without limitation, information about (i) is current or prospective customers and/or suppliers, (ii) employees, research, goodwill, production, and prices, (iii) business methods, processes, practices or procedures; (iv) computer software and technology development, and (v) business strategy, including acquisition, merger and/or divestiture strategies, (collectively or with respect to any of the foregoing, the “Confidential Information”). The Executive agrees, by acceptance of the right to receive Severance Payments under this Agreement, that: (i) unless pursuant to prior written consent by the Company, the Executive shall not disclose any Confidential Information for any purpose whatsoever unless compelled by court order of subpoena; (ii) the Executive shall treat as confidential all Confidential Information and proprietary shall take reasonable precautions to Sprintank and/or prevent unauthorized access to the Confidential Information; (iii) the Executive shall not use the Confidential Information in any way detrimental to the Company or any of its affiliates; and (iv) the Executive agrees that the Confidential Information obtained during the Executive’s employment with the Company shall remain the exclusive property of the Company and its affiliates, (ii) confers a competitive advantage on Sprintank and/or and the Executive shall promptly return to the Company all material which incorporates, or is derived from, all such Confidential Information upon termination of the Executive’s employment with the Company or any of its affiliates, . It is hereby agreed that Confidential Information does not include information generally available and known to the public other than through the disclosure thereof by or (iii) would be detrimental through the Executive or embarrassing to Sprintank and/or obtained from a source not bound by a confidentiality agreement with the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlaffiliates.

Appears in 2 contracts

Sources: Executive Severance Agreement (Town Sports International Holdings Inc), Executive Severance Agreement (Town Sports International Holdings Inc)

Confidential Information. The Executive acknowledges that all information concerning the business information, observations and affairs data that have been or may be obtained by the Executive during the Executive’s employment or other relationship with, or through the Executive’s involvement as a direct and indirect owner of, the Company, any Affiliate thereof or any direct or indirect successor to or predecessor of Sprintank and/or the Company any of them or any of its affiliates which their businesses (collectively with the Company, the “Related Companies”), prior to or after the execution and delivery of this Agreement, of or concerning the Related Companies or their businesses or affairs (collectively, “Confidential Information”), are and will be the property of the Related Companies; provided, that the term “Confidential Information” shall not include any information (including techniques, know-how or strategies) that the Executive can demonstrate (i) is confidential and proprietary to Sprintank and/or the Company or any becomes publicly available otherwise than through a breach of its affiliatesthis Agreement, (ii) confers is or becomes known or available to the Executive on a competitive advantage on Sprintank and/or non-confidential basis and not in contravention of applicable law from a source that is entitled to disclose such information to the Company or any of its affiliatesExecutive, or (iii) would is required to be detrimental disclosed pursuant to any applicable law or embarrassing to Sprintank and/or the Company court order or any of its affiliates if disclosed governmental or regulatory body or (collectively, "Confidential Information"iv) is appropriate or necessary to be disclosed in connection with any dispute related to the property of the Company or such affiliateExecutive’s employment. Therefore, the Executive agrees that the Executive shall not will not, during the Employment Period or thereafter, disclose to any unauthorized person Person or use for the account of the Executive or any other Person (other than the Company and its Affiliates and their officers, directors and employees, in the course of performing the Executive's own purposes ’s duties as an employee of the Company) any Confidential Information without the prior written consent of the Chief Executive Officer Company (by the action of the Company (the "CEO"Board), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any such disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law law. The Executive will deliver or by the order of any court of competent jurisdiction or government agency cause to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver delivered to the Company at, or within two (2) weeks after, the final day of the Executive’s employment with the Company, or at any other time the Company or its Affiliates may request, all memoranda, notes, plans, records, reports, computer tapeselectronic data in any form, printouts and software and other documents and data materials (and copies thereof) containing or relating to the Confidential Information, Work Product (as defined below) Information or the business of Sprintank and/or any Related Company that the Company or any of its affiliates which Executive may then possess or have under the Executive's ’s control; provided, that Executive may retain copies of the Executive’s compensation records and documents, information reasonably needed for tax purposes or otherwise provided to him in accordance with Applicable Legislation, and any other personal property, such as rolodexes or other personal contacts.

Appears in 2 contracts

Sources: Executive Employment Agreement (KORE Group Holdings, Inc.), Executive Employment Agreement (KORE Group Holdings, Inc.)

Confidential Information. Executive (a) ▇▇▇▇▇▇▇ agrees and acknowledges that all information concerning the business and affairs of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO")as hereinafter defined) is valuable, unless special and unique to the extent its business; that such business depends on such Confidential Information; and that the aforementioned matters Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company. Based on the foregoing, ▇▇▇▇▇▇▇ agrees to undertake the following obligations with respect to such Confidential Information: (i) become generally known ▇▇▇▇▇▇▇ agrees to keep any and available all Confidential Information in trust for the use and benefit of the Company; (ii) ▇▇▇▇▇▇▇ agrees that, except as required by ▇▇▇▇▇▇▇'▇ duties hereunder or authorized in writing by the public Company, he will not at any time during and for five years after the termination of his employment with the Company, disclose or use, directly or indirectly, any Confidential Information of the Company; (iii) ▇▇▇▇▇▇▇ agrees to take all reasonable steps necessary, or reasonably requested by the Company, to ensure that all Confidential Information of the Company is kept confidential for the use and benefit of the Company; and (iv) ▇▇▇▇▇▇▇ agrees that, upon termination of his employment by the Company or at any other than time the Company may in writing so request, he will promptly deliver to the Company all materials constituting Confidential Information (including all copies thereof) that are in the possession of or under the control of ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ further agrees that, if requested by the Company to return any Confidential Information pursuant to this Subsection 6.2(a) (iv), he will not make or retain any copy of or extract from such materials. (b) For purposes of this Section 6.2, Confidential Information means any and all information developed by or for the Company of which ▇▇▇▇▇▇▇ gained knowledge by reason of any disclosure his employment by Executive), (ii) are independently developed by a person the Company prior the date hereof or entity his employment under this Agreement that is not a party generally known in any industry in which the Company is or may become engaged. Confidential Information includes, but is not limited to, any and all information developed by or for the Company concerning plans, marketing and sales methods, materials, processes, business forms, procedures, devices used by the Company, contractors and customers with which the Company has dealt prior to this Agreement (other than as a result ▇▇▇▇▇▇▇'▇ termination of employment with the Company, plans for development of new products, services and expansion into new areas or markets, internal operations, and any trade secrets and proprietary information of any disclosure by Executive), or (iii) are required by law or type owned by the order Company together with all written, graphic and other materials relating to all or any part of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so same. In the event that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if▇▇▇▇▇▇▇ is, in the absence opinion of such a protective order or waiverhis legal counsel (which counsel shall be acceptable to the Company in its reasonable discretion), Executive is compelled required to disclose any Confidential InformationInformation to any federal, Executive will use reasonable best efforts state, local or foreign judicial, legislative, administrative or other authority, agency or instrumentality or is required to limit disclose such disclosure to Confidential Information which is by reason of his fiduciary duties to the Company or its shareholders or by any federal, state, local or foreign securities, blue-sky or other similar laws, rules, regulations or ordinances, then, notwithstanding anything in this Section 6.2 to the contrary, ▇▇▇▇▇▇▇ may disclose such Confidential Information to the extent, and to the persons and entities, so required without any liability hereunder, without constituting a breach hereunder and without giving rise to a right of the Company to terminate ▇▇▇▇▇▇▇'▇ employment (for Cause or otherwise) hereunder. ▇▇▇▇▇▇▇ shall notify the Company of any disclosure required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to made in connection with the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (preceding sentence as defined below) or the business soon as practicable after ▇▇▇▇▇▇▇ becomes aware of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlsuch required disclosure.

Appears in 2 contracts

Sources: Employment Agreement (Tier Technologies Inc), Employment Agreement (Tier Technologies Inc)

Confidential Information. Except as may be required by the lawful ------------------------ order of a court or agency of competent jurisdiction, or except to the extent that the Executive acknowledges that has express authorization from the Company, the Executive agrees, both while he is employed by the Company and thereafter, to keep secret and confidential all non-public information (including, without limitation, information regarding litigation and pending litigation) concerning the business Company and affairs the Subsidiaries which was acquired by or disclosed to the Executive during the course of Sprintank and/or his employment with the Company, or during the course of his consultation with the Company following his termination of employment (regardless of whether consultation is pursuant to paragraph 9), and not to disclose the same, either directly or indirectly, to any of its affiliates which (i) is confidential and proprietary other person, firm or business entity, or to Sprintank and/or use it in any way. The Executive agrees that, to the extent that any court or agency seeks to have him disclose Confidential Information, the Executive shall promptly inform the Company or any and shall take such reasonable steps as are available to the Executive to prevent disclosure of its affiliates, (ii) confers a competitive advantage on Sprintank and/or such Confidential Information until the Company or any has been informed of its affiliatessuch requested disclosure, or (iii) would be detrimental or embarrassing to Sprintank and/or and the Company has an opportunity to respond to such court or any of its affiliates if disclosed (collectivelyagency; provided, "Confidential Information") is that the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose be required hereby to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless do so if and to the extent that the aforementioned matters (i) become generally known to and available for use by Executive would thereby incur personal financial or other risk. To the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so extent that the Company may seek an appropriate protective order or waive compliance with the provisions Executive obtains information on behalf of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates the Subsidiaries that may be subject to attorney-client privilege as to the Company's or any Subsidiary's attorneys, the Executive shall take reasonable steps to maintain the confidentiality of such information and to preserve such privilege. Nothing in the foregoing provisions of this paragraph 7 shall be construed so as to prevent the Executive from using, in connection with his employment for himself or an employer other than the Company or any of the Subsidiaries, knowledge which Executive may then possess was acquired by him during the course of his employment with the Company and the Subsidiaries that is generally known to persons of his experience in other companies in the same industry. Nothing in this paragraph 7 or have under in paragraph 8 shall be construed as limiting the Executive's controlduty of loyalty to the Company while he is employed by the Company, or any other duty he may otherwise have to the Company while he is employed by the Company or thereafter.

Appears in 2 contracts

Sources: Employment Agreement (Catellus Development Corp), Employment Agreement (Catellus Development Corp)

Confidential Information. Executive acknowledges that Employee agrees to keep confidential all information concerning the business and affairs of Sprintank and/or protected by the Company or as trade secrets during the Initial Term and each Extension Term, if any, (including any leaves of its affiliates which (iabsence) is and will neither use nor disclose the confidential and proprietary to Sprintank and/or information without written authorization by the Company or for ten years thereafter. For the purposes of this Agreement, such confidential information shall include information set forth in any application for Letters Patent unless and until such information is ultimately published. The Company and Employee mutually agree that the following types of its affiliates, information shall not be protected by this Agreement: (iia) confers a competitive advantage on Sprintank and/or Information already in the public domain at the time Employee received it; (b) Information which although disclosed in confidence to Employee is later disseminated by the Company or into the public domain; (c) Information which although received in confidence by Employee is subsequently disseminated into public domain by a third party who has not breached any of its affiliates, or duty to any other party in disseminating such information; and (iiid) would be detrimental or embarrassing to Sprintank and/or Information given by the Company or any of its affiliates if disclosed (collectively, "Confidential Information") in confidence to Employee which Employee is the property of expressly authorized in writing by the Company to use or such affiliatedisclose thereafter. Therefore, Executive Employee also understands and agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally he will maintain in confidence all information known to and available for use by the public (other than him by reason of any disclosure by Executive)his employment even if such information is included in a redacted deposit of a work filed with an application for copyright registration, (ii) are independently developed by if such deposit has been abridged in order to protect the confidentiality of the information deposited with the Copyright Office. For purposes of this Agreement, a person or entity that is not a party to this Agreement (other than as a result trade secret "...may consist of any disclosure by Executive)formula, pattern, device or (iii) are required by law or by the order compilation of any court of competent jurisdiction or government agency to be disclosed, information which is used in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1one's business, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and gives him an opportunity to obtain an order advantage over competitors who do not know or use it. It may be a formula for a chemical compound, a process of manufacturing, trading or preserving materials, a pattern for machine or other assurance that confidential treatment will device, or a list of customers..." as commonly interpreted by the courts of the State of Texas. Upon the termination of this Agreement, regardless of how such termination may be accorded to any Confidential Information disclosed. Executive brought about, Employee shall deliver to the Company at any time the Company may requestand all documents, all memorandainstruments, notes, plans, records, reports, computer tapes, printouts and software and papers or other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) expressions or the business embodiments of Sprintank and/or the Company Proprietary Property or any of its affiliates confidential information which Executive may then possess are in Employee's possession or have under Executive's control.

Appears in 2 contracts

Sources: Employment Agreement (Lifequest Medical Inc), Employment Agreement (Dexterity Surgical Inc)

Confidential Information. (a) Executive acknowledges that all information the information, observations and data (including trade secrets) obtained by her while employed by the Company and its Subsidiaries concerning the business and or affairs of Sprintank and/or the Company or any of its affiliates which Subsidiary (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential InformationCONFIDENTIAL INFORMATION") is are the property of the Company or such affiliateSubsidiary. Therefore, Executive agrees that Executive she shall not disclose to any unauthorized person or use for Executive's her own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO")Board, unless and to the extent that the aforementioned matters (i) become Confidential Information becomes generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), 's acts or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosedomissions. Executive shall deliver to the Company at the termination or expiration of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) embodying or relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates Subsidiaries which Executive she may then possess or have under her control; PROVIDED that the Company shall provide Executive with reasonable access during normal business hours to all such materials to the extent reasonably required with respect to any dispute or matter with respect to which Executive may have personal liability, and all such materials made available to Executive shall continue to be subject to the confidentiality provisions set forth in this Section 6. (b) Executive shall be prohibited from using or disclosing any confidential information or trade secrets that Executive may have learned through any prior employment. If at any time during this employment with the Company or any Subsidiary, Executive believes she is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality or other obligations Executive may have to former employers, Executive shall immediately advise the Board so that Executive's controlduties can be modified appropriately. (c) Executive represents and warrants to the Company that Executive took nothing with her which belonged to any former employer when Executive left her prior position and that Executive has nothing that contains any information which belongs to any former employer. If at any time Executive discovers this is incorrect, Executive shall promptly return any such materials to Executive's former employer. The Company does not want any such materials, and Executive shall not be permitted to use or refer to any such materials in the performance of Executive's duties hereunder.

Appears in 2 contracts

Sources: Executive Employment Agreement (Focal Communications Corp), Executive Employment Agreement (Focal Communications Corp)

Confidential Information. Executive acknowledges (a) The Employee agrees that all during the course of his employment and at any time thereafter, he will not disclose or make accessible to any other person, Keryx's products, services and technology, both current and under development, promotion and marketing programs, lists, trade secrets and other confidential and proprietary business information concerning the business and affairs of Sprintank and/or the Company Keryx or any of its affiliates which clients. The Employee agrees: (i) is confidential not to use any such information for himself or others; and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company not to take any such material or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executivereproductions thereof from Keryx's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company facilities at any time during his employment by Keryx, except as required in the Company may request, Employee's duties to Keryx. The Employee agrees immediately to return all memoranda, notes, plans, records, reports, computer tapes, printouts such material and software reproductions in his possession to Keryx upon request and other documents and data (and copies thereof) relating in any event upon termination of employment. Nothing in the foregoing shall be construed to prevent the Employee from disclosing or using any information which the Employee can show by written documentation was in the public domain or enters into the public domain through no improper act on the Employee's part or on the part of any of Keryx's employees or was in his possession prior to his joining Keryx or disclosed properly to the Confidential InformationEmployee after leaving Keryx. (b) Except with prior written authorization by Keryx, Work Product (as defined below) the Employee agrees not to disclose or publish any of the confidential, technical or business information or material of Sprintank and/or the Company Keryx, its clients or any other party to whom Keryx owes an obligation of its affiliates which Executive may then possess confidence, at any time during or have under Executive's controlfor a period of two years after his employment with Keryx except in the event of involuntary no cause termination by Keryx or a termination by the Employee for cause.

Appears in 2 contracts

Sources: Employment Agreement (Keryx Biopharmaceuticals Inc), Employment Agreement (Keryx Biopharmaceuticals Inc)

Confidential Information. Executive acknowledges I understand that all during my employment, I have learned trade secrets and other information concerning the business and affairs of Sprintank and/or confidential to the Company and that the Company would be substantially injured if the confidentiality of such information were not maintained. For the purposes of this Paragraph, “Confidential Information” means and includes every item of and all the contents of any discussions, documents, information, technology, procedures, customer lists, business plans, employee compensation data, pricing information, strategies, software, financial data, ideas and assumptions and all other material relating to or in connection with my employment with the Company and their property, business methods and practices, suppliers and customers, other than that which is generally known to the public. To the extent that the Confidential Information comprises any written material or other material in a reproducible form by any means whatsoever, whether manual, mechanical or electronic, I will not copy, extract or reproduce the same by any means whatsoever, nor provide nor otherwise make such material available to any third party, nor use such Confidential Information for my own purposes. I acknowledge that during the course of its affiliates which my employment I may have become aware of communications or documents protected by the attorney client privilege or the work product doctrine, and that I am not entitled to waive such privilege or to disclose such information or communications to others, except as required by law and subject to conditions set forth herein. Subject to the employee protections set forth in subpart (b) of Paragraph 2, I agree (i) is confidential and proprietary not to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person third persons such protected documents or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO")Company, unless and to the extent that the aforementioned matters (i) become generally known to and available whether for use by the public (other than by reason of any disclosure by Executive)compensation or otherwise, (ii) are independently developed by a not to use such documents or Confidential Information for any purpose detrimental to the Company and (iii) to use my best possible reasonable efforts to ensure that any person or entity that to whom the Confidential Information is not a party disclosed pursuant to this Agreement (other than keeps the same secret and confidential and observes an obligation of confidentiality in relation to the matters specified in this Paragraph. Notwithstanding the above, nothing in this Agreement shall prevent or restrict me from responding truthfully to inquiries as part of an official investigation conducted by a court or a government, administrative or law enforcement agency or in response to a subpoena or as provided for in Paragraph 2(b) above or as otherwise required by law. Additionally, I understand that nothing in this Agreement is intended to prohibit or interfere with my right to participate as a result of complainant or witness in a governmental agency investigation (including any disclosure by Executiveactivities protected under the whistleblower provisions or any applicable law or regulations), during which communications can be made without authorization by or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver notification to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlCompany.

Appears in 2 contracts

Sources: Employment Separation Agreement (CSX Corp), Employment Separation Agreement (CSX Corp)

Confidential Information. Executive acknowledges that all information concerning the business and affairs of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive The Associate agrees that Executive shall she will not at any time, whether prior to or subsequent to the Separation Date, directly or indirectly use or disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) obtained during the course of her employment with Walmart or otherwise, except as (a) previously authorized by Walmart in writing, (b) required by applicable legal proceeding, or (c) permitted by Section 5(c) or 18(a) of this Agreement. In addition, the business Associate shall not disclose any information for which Walmart holds a legally recognized privilege against disclosure or discovery (“Privileged Information”), or take any other action that would cause such privilege to be waived by Walmart. With respect to (b) above only, and subject to Sections 5(c) and 18(a) hereof, in the event that the Associate is required by applicable legal proceeding (including, without limitation, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand, or other legal proceeding) to disclose any Confidential Information or Privileged Information, the Associate shall provide Walmart with prompt prior written notice of Sprintank and/or such requirement. The Associate shall also, to the Company extent legally permissible and again subject to Sections 5(c) and 18(a) hereof, provide Walmart as promptly as practicable with a description of the information that may be required to be disclosed (and, if applicable, the text of the disclosure itself) and cooperate with Walmart (at Walmart’s expense) to the extent Walmart may seek to limit such disclosure, including, if requested, by taking all reasonable steps to resist or narrow any such disclosure or to obtain a protective order or other remedy with respect thereto. If a protective order or other remedy is not obtained and disclosure is legally required, the Associate shall (a) disclose such information only to the extent required in the written opinion of its affiliates which Executive may then possess the Associate’s legal counsel, and (b) give advance notice to Walmart of the information to be actually disclosed as far in advance as is reasonably possible. In any such event, the Associate and her legal counsel shall use reasonable commercial efforts to ensure that all Confidential Information or have under Executive's controlPrivileged Information that is so disclosed is accorded confidential treatment by the recipient thereof.

Appears in 2 contracts

Sources: Separation Agreement (Walmart Inc.), Retirement Agreement (Walmart Inc.)

Confidential Information. Executive acknowledges that all (a) The Selling Parties and their Affiliates (which after Closing will not include ENP GP and the Partnership Entities) shall not, directly or indirectly, disclose after the Closing Date to any Person any information concerning not in the public domain or generally known in the industry, in any form, acquired prior to the Closing Date, relating to the business and affairs operations of Sprintank and/or the Company or Partnership Entities. Notwithstanding the foregoing, the Selling Parties may disclose any information relating to the business and operations of its affiliates which the Partnership Entities (i) is confidential and proprietary if required by Law, applicable stock exchange rule or in relation to Sprintank and/or the Company or any of its affiliatesTax Returns, (ii) confers a competitive advantage on Sprintank and/or to such other Persons if, at the Company or any time such information is provided, such Person is already in the possession of its affiliatessuch information, or (iii) would be detrimental or embarrassing such information relates to Sprintank and/or ongoing commercial relationships between the Company Selling Parties or any of its affiliates if disclosed (collectivelytheir Affiliates and any Partnership Entity or to the Administrative Services Agreement, "Confidential Information") and such disclosure is the property reasonably necessary in furtherance of the Company business and operations of the Selling Parties or any such affiliate. ThereforeAffiliate; provided, Executive agrees that Executive shall that, the Selling Parties and their Affiliates may not disclose such information pursuant to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company this clause (the "CEO"), unless and iii) to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed is restricted by a person or entity that is not a party written agreement entered into in connection with any such ongoing commercial relationship. (b) Except as consented to this by Buyer in writing, none of the Selling Parties and their Affiliates shall release any Person from any Bidder Confidentiality Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) now existing with respect to the confidential information of the Partnership Entities or waive or amend any provision thereof. After the business Closing Date, the Selling Parties shall use commercially reasonable efforts to have all confidential information either returned to the Selling Parties or destroyed. Furthermore, if any parties to the Bidder Confidentiality Agreements breach the terms of Sprintank and/or their respective agreement, upon the Company request of Buyer, the Selling Parties shall cooperate with Buyer to enforce the terms of such Bidder Confidentiality Agreements at Buyer’s cost and expense. The term “Bidder Confidentiality Agreements” shall mean the confidentiality agreements between any of the Selling Parties or any of their Affiliates or advisors and prospective purchasers (other than Buyer or its affiliates which Executive may then possess or have under Executive's controlAffiliates) of the Member Interests and the Subject Common Units.

Appears in 2 contracts

Sources: Purchase Agreement (Denbury Resources Inc), Purchase Agreement (Vanguard Natural Resources, LLC)

Confidential Information. Executive acknowledges The Employee agrees that all information concerning the business and affairs Employee shall not use for the Employee’s own purpose or for the benefit of Sprintank and/or any person or entity other than the Company, nor shall the Employee otherwise disclose to any individual or entity at any time while the Employee is employed by the Company or thereafter, any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property Information of the Company or unless such affiliate. Thereforedisclosure (a) is in connection with the Employee’s performance of duties to the Company or, Executive agrees that Executive shall not disclose with respect to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent period of time following the termination of the Chief Executive Officer of the Company (the "CEO")Employee’s employment, unless and to the extent that the aforementioned matters (i) become generally known to and available for use has been authorized by the public (other than by reason Company’s Board of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), Directors; or (iiib) are is required by law or by the order of any law, a court of competent jurisdiction or a governmental or regulatory agency. The Employee acknowledges that the Company has provided the Employee with the following notice of immunity rights in compliance with the requirements of the Defend Trade Secrets Act of 2016: (i) the Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of Confidential Information that is made in confidence to a federal, state or local government agency official or to be disclosed, in which casean attorney solely for the purpose of reporting or investigating a suspected violation of law, (Aii) Executive will the Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of Confidential Information that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and (iii) if the Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Employee may disclose the Confidential Information to the Employee’s attorney and use reasonable best efforts the Confidential Information in the court proceeding, if the Employee files any document containing the Confidential Information under seal, and does not disclose the Confidential Information, except pursuant to court order. Notwithstanding anything to the contrary in this Agreement, no provision of this Agreement shall be interpreted so as to impede the Employee (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation. The Employee does not need the prior authorization of the Company to make any such reports or disclosures and the Employee shall not be required to notify the Company promptly of that such request reports or requirement so that disclosures have been made. Notwithstanding the Company may seek an appropriate protective order or waive compliance with foregoing, the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive Employee is compelled not authorized to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order communications with counsel that were made for the purpose of receiving legal advice or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to contain legal advice or that are protected by the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) attorney work product or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlsimilar privilege.

Appears in 2 contracts

Sources: Executive Employment Agreement (Longevity Health Holdings, Inc.), Executive Employment Agreement (Carmell Corp)

Confidential Information. Executive acknowledges that all information concerning the Confidential Information (as defined below) relating to the business and affairs of Sprintank and/or the Company and its Affiliates which Executive has obtained or any will obtain during the course of its affiliates which (i) is confidential and proprietary to Sprintank and/or his association with the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliateand its Affiliates. Therefore, Executive agrees that Executive shall he will not disclose to any unauthorized person or use for Executive's own purposes at any time, either during or after his employment with the Company, any Confidential Information without the prior written consent of the Chief Executive Officer Board of Directors of the Company (the "CEOBoard"), ) unless and to the extent that the aforementioned matters (i) become generally known to and available for such use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, disclosure: (A) Executive will use reasonable best efforts to notify is undertaken in the course of performing Executive's duties for the Company promptly and is reasonably expected to be in the best interests of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and Company; (B) ifrelates to federal or state tax matters for periods ending on or prior to August 31, 1998 and is disclosed in connection with the absence preparation or audit of tax returns for such a protective order period or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed otherwise necessary for determination of Executive's proper tax liability; and to obtain an order (C) in connection with confirmation or other assurance that confidential treatment will be accorded to any Confidential Information discloseddetermination of the amount of Additional Consideration payable under the Stock Purchase Agreement. Executive shall agrees to deliver to the Company upon termination of his employment with the Company, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software documentation and other documents and data materials (and copies thereof) containing Confidential Information relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of and its affiliates Affiliates no matter where such material is located and no matter what form the material may be in, which Executive may then possess or have under his control. If requested by the Company, Executive shall provide the Company with written confirmation that all such materials have been delivered to the Company. Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Without limiting or reducing Executive's controlobligations under Sections 9(a) or (b) hereof, nothing in this subsection (d) or in the definition of Confidential Information shall be construed as depriving Executive from earning a livelihood from the exercise of personal professional skills and expertise developed before, during or after his employment with the Company.

Appears in 2 contracts

Sources: Employment Agreement (Core Inc), Employment Agreement (Core Inc)

Confidential Information. Executive Employee acknowledges that all that, during the course of his employment with the Company, Employee may produce and have access to confidential and/or proprietary non‑public information concerning the Company and its Affiliates, including marketing materials, financial and other information concerning customers and prospective customers, customers lists, records, data, trade secrets, proprietary business information, pricing and affairs profitability information and policies, strategic planning, commitments, plans, procedures, litigation, pending litigation and other information not generally available to the public (collectively, “Confidential Information”). Employee agrees not to directly or indirectly use, disclose, copy or make lists of Sprintank and/or Confidential Information for the benefit of anyone other than the Company, either during or after his employment with the Company, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Company, required by law or any competent administrative agency or judicial authority, or otherwise as reasonably necessary or appropriate in connection with performance by Employee of his duties hereunder. Employee agrees that, if he receives a subpoena or other court order or is otherwise required by law to provide information to a governmental authority or other person concerning the activities of the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or Affiliates, or his activities in connection with the business of the Company or any of its affiliatesAffiliates, (ii) confers a competitive advantage on Sprintank and/or Employee will immediately notify the Company of such subpoena, court order or other requirement and deliver forthwith to the Company a copy thereof and any attachments and non‑privileged correspondence related thereto. Employee shall take reasonable precautions to protect against the inadvertent disclosure of Confidential Information. Employee agrees to abide by the Company's reasonable policies, as in effect from time to time, respecting avoidance of interests conflicting with those of the Company and its affiliatesAffiliates. In this regard, Employee shall not directly or indirectly render services to any person or entity where Employee's service would involve the use or disclosure of Confidential Information. Employee agrees not to use any Confidential Information to guide him in searching publications or other publicly available information, selecting a series of items of knowledge from unconnected sources and fitting them together to claim that he did not violate any agreements set forth in this Agreement. For purposes of this Agreement, the Company's “Affiliates” include each company, corporation, partnership, bank, savings bank, savings and loan association, credit union or other financial institution, directly or indirectly, which is controlled by, controls, or is under common control with, the Company, and “control” means (x) the ownership of 51% or more of the voting securities or other voting interest or other equity interest of any corporation, partnership, joint venture or other business entity, or (iiiy) would be detrimental the possession, directly or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectivelyindirectly, "Confidential Information") is the property of the Company power to direct or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without cause the prior written consent direction of the Chief Executive Officer of the Company (the "CEO"), unless management and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly policies of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1corporation, and (B) ifpartnership, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order joint venture or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlentity.

Appears in 2 contracts

Sources: Change of Control Agreement (Heartland Financial Usa Inc), Change of Control Agreement (Heartland Financial Usa Inc)

Confidential Information. Executive acknowledges that all information concerning (a) During the business Term and affairs of Sprintank and/or thereafter, the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information not, without the prior written consent of the Chief Executive Officer of the Company, disclose to any person, other than an employee of the Company (or a person to whom disclosure is reasonably necessary or appropriate in connection with the "CEO")performance by the Executive of his duties as an executive of the Company, unless and any material confidential information obtained by him while in the employ of the Company or its subsidiaries with respect to any of the products, improvements, formulas, designs or styles, processes, customers, methods of distribution or methods of manufacture of the Company or its subsidiaries, the disclosure of which he knows will be materially damaging to the extent Company; provided, however, that the aforementioned matters (i) become confidential -------- ------- information shall not include any information known generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any unauthorized disclosure by the Executive)) or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that conducted by the Company. (b) Any and all inventions made, developed or created by the Executive (whether at the request or suggestion of the Company or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment by the Company or its subsidiaries, which may be directly or indirectly useful in, or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosedrelate to, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or or tests being carried out by the Company or any of its affiliates which subsidiaries or affiliates, will be promptly and fully disclosed by the Executive may then possess to an appropriate executive officer of the Company and shall be the Company's exclusive property as against the Executive, and the Executive will promptly deliver to an appropriate executive officer of the Company all papers, drawings, models, data and other material relating to any invention made, developed or have created by him as aforesaid. (c) The Executive will, upon the Company's request and without any payment therefor, execute any documents necessary or advisable in the opinion of the Company's counsel to direct issuance of patents to the Company with respect to such inventions as are to be the Company's exclusive property as against the Executive under Section 5.3 (b) above or to vest in the Company title to such inventions as against the Executive; provided, however, that the expense of -------- ------- securing any such patent will be borne by the Company. (d) The foregoing provisions of this Section 5.3 shall be binding upon the Executive's controlheirs, successors and legal representatives. (e) In no event shall an asserted violation of the provisions of this Section 5.3 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

Appears in 2 contracts

Sources: Severance Agreement (Crown Castle International Corp), Severance Agreement (Crown Castle International Corp)

Confidential Information. Except as permitted or directed ------------------------ by Summit, during the term of this Agreement or at any time thereafter, Executive shall not divulge, furnish or make accessible to anyone or use in any way (other than in the ordinary course of the business of Summit) any confidential or secret knowledge or information of Company, Summit or Summit Affiliates which Executive has acquired or become acquainted with prior to the term of this Agreement while working for the Company, or shall acquire or become acquainted with during the term of this Agreement in the course of Executive' employment, whether or not during regular working hours, in each case, whether developed by himself or by others, concerning any trade secrets, confidential or secret designs, processes, formulae, plans, algorithms, software, devices or material (whether or not patented or patentable) directly or indirectly useful in any aspect of the business of Summit or of any Summit Affiliate, any customer or supplier lists of Summit or of any Summit Affiliate, any confidential or secret development or research work of Summit or of any Summit Affiliate, or any other confidential information or secret aspects of the business of Summit or any Summit Affiliate. As used herein, "Summit Affiliate" shall mean any entity that controls or is controlled by Summit, with "control" meaning the ownership of 50% or more of the voting securities in such entity. Executive acknowledges that all the above-described knowledge or information concerning constitutes a unique and valuable asset of Summit and of the business respective Summit Affiliates and affairs represents a substantial investment of Sprintank and/or time and expense by Summit and the Company Summit Affiliates and that any disclosure or other use of such knowledge or information other than for the sole benefit of Summit or of any Summit Affiliate would be wrongful and would cause irreparable harm to Summit or such Summit Affiliate. Both during and after the term of this Agreement, Executive shall not intentionally act in any manner that is reasonably likely to reduce the value of such knowledge or information to Summit or any Summit Affiliate. The foregoing obligations of its affiliates which confidentiality shall not apply to any knowledge or information that (ia) is confidential and proprietary to Sprintank and/or at the Company time acquired by Executive, or thereafter becomes, a part of the public domain other than through the act or omission of Executive, (b) is provided by Summit or any Summit Affiliate to a third party without any obligation of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliatesconfidentiality, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information"c) is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's control.

Appears in 2 contracts

Sources: Reorganization Agreement (Summit Medical Systems Inc /Mn/), Employment Agreement (Summit Medical Systems Inc /Mn/)

Confidential Information. Executive acknowledges that all information concerning the business and affairs of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive The Associate agrees that Executive shall she will not disclose at any time, whether prior to any unauthorized person or subsequent to the Retirement Date, directly or indirectly use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) obtained during the course of her employment with Walmart or otherwise, except as previously authorized by Walmart in writing. Additionally, the business Associate shall not at any time, whether prior to or subsequent to the Retirement Date, disclose any Confidential Information obtained during the course of Sprintank and/or her employment with Walmart or otherwise, unless such disclosure is (a) previously authorized by Walmart in writing, (b) required by applicable legal proceeding, or (c) as permitted by Section 18(a) of this Agreement. In addition, the Company Associate shall not disclose any information for which Walmart holds a legally recognized privilege against disclosure or discovery (“Privileged Information”), or take any other action that would cause such privilege to be waived by Walmart. With respect to (b) above only, in the event that the Associate is required by applicable legal proceeding (including, without limitation, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand, or other legal proceeding) to disclose any Confidential Information or Privileged Information, the Associate shall provide Walmart with prompt prior written notice of its affiliates which Executive such requirement. The Associate shall also, to the extent legally permissible, provide Walmart as promptly as practicable with a description of the information that may then possess be required to be disclosed (and, if applicable, the text of the disclosure itself) and cooperate with Walmart (at Walmart’s expense) to the extent Walmart may seek to limit such disclosure, including, if requested, by taking all reasonable steps to resist or have under Executive's controlnarrow any such disclosure or to obtain a protective order or other remedy with respect thereto. If a protective order or other remedy is not obtained and disclosure is legally required, the Associate shall (a) disclose such information only to the extent required in the written opinion of the Associate’s legal counsel, and (b) give advance notice to Walmart of the information to be actually disclosed as far in advance as is reasonably possible. In any such event, the Associate and her legal counsel shall use reasonable commercial efforts to ensure that all Confidential Information or Privileged Information that is so disclosed is accorded confidential treatment by the recipient thereof.

Appears in 2 contracts

Sources: Retirement Agreement, Retirement Agreement (Wal Mart Stores Inc)

Confidential Information. Executive acknowledges that all information concerning the business and affairs of Sprintank and/or Except as directed by the Company or the Surviving Bank’s Board of Directors, during the Term or at any time thereafter, the Executive shall not divulge, furnish or make accessible to anyone or use in any way (other than in the ordinary course of its affiliates which (ithe business of the Surviving Bank) is any confidential and proprietary to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property information of the Company or the Surviving Bank (or of any third party) that the Executive has acquired or become acquainted with or will acquire or become acquainted with, whether developed by himself or by others, including but not limited to any trade secrets, confidential, proprietary or secret information or data, processes, formulae, plans, devices or material (whether or not patented or patentable) used in any aspect of the business of the Company or the Surviving Bank, any customer or supplier lists of the Company or the Surviving Bank, any confidential development or research work of the Company or the Surviving Bank, or any other confidential information or aspects of the business of the Company or the Surviving Bank, or any confidential information obtained from third parties under an obligation of the Company or the Surviving Bank to maintain the confidentiality of such affiliateinformation, which obligation is known to Executive (all such confidential or secret knowledge and information referred to in this sentence, the “Confidential Information”). ThereforeThe Executive acknowledges that the Confidential Information constitutes a unique and valuable asset of the Company and the Surviving Bank and represents a substantial investment of time and expense and the creation of goodwill by the Company and the Surviving Bank, Executive agrees and that any disclosure or other use of such knowledge or information other than for the sole benefit of the Company and the Surviving Bank would be wrongful and would cause irreparable harm to the Company and the Surviving Bank. The foregoing obligations of confidentiality shall not apply to, and Executive shall not disclose be entitled to disclose, any unauthorized person knowledge or use information (i) that is now published or which subsequently becomes generally publicly known in the form in which it was obtained from the Company or the Surviving Bank, other than as a direct or indirect result of the breach of this Agreement by the Executive; (ii) as may be required by law or legal process after providing the Surviving Bank with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law), (iii) in any criminal proceeding against him after providing the Company and the Surviving Bank with prior written notice and an opportunity to seek protection for Executive's own purposes any such Confidential Information without (at the Company’s or the Surviving Bank’s sole expense, as applicable); or (iv) with the prior written consent of the Chief Surviving Bank. Executive Officer understands that certain whistleblower laws permit him to communicate directly with governmental or regulatory authorities about possible violations of the Company (the "CEO"), unless and to the extent law. Executive acknowledges that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that he is not a party required to this Agreement (other than as a result seek the permission of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly or the Surviving Bank of such request or requirement so any communications made in compliance with applicable whistleblower laws, and that neither the Company may seek an appropriate protective order or waive compliance with nor the provisions of Surviving Bank will consider such communications to violate this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlAgreement.

Appears in 2 contracts

Sources: Employment Agreement (Heartland Financial Usa Inc), Employment Agreement (Heartland Financial Usa Inc)

Confidential Information. Executive (a) Groundfloor acknowledges that the information and knowledge obtained in the course of its performance of the Services relating to the Company’s or the Manager’s business (the “Confidential Information”) are of a confidential nature. Groundfloor shall, and shall ensure that its employees, use commercially reasonable efforts to take all information concerning actions necessary and appropriate to preserve the business confidentiality of the Confidential Information and affairs prevent (i) the disclosure of Sprintank and/or the Confidential Information to any person other than employees of Groundfloor who have a need to know of it in order to perform their duties hereunder; and (ii) the use of the Confidential Information other than in connection with the performance of its duties hereunder. (b) The foregoing provision shall not apply to Confidential Information that (i) has been disclosed to the public by the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliatesManager, as applicable, (ii) confers otherwise entered the public domain through lawful means, (iii) was or is disclosed to Groundfloor by a competitive advantage on Sprintank and/or third party and which to the knowledge of the Company, after investigation, is not subject to an obligation of confidentiality to Groundfloor, (iv) was known by Groundfloor prior to its receipt from the Company or the Manager, as applicable, (v) was developed by Groundfloor independently of any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or disclosures previously made by the Company or any the Manager, as applicable to Groundfloor of its affiliates if disclosed such information, (collectively, "Confidential Information"vi) is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order by Groundfloor in connection with any judicial, administrative or other assurance that confidential treatment will be accorded to governmental proceeding involving the Company, the Manager, or Groundfloor, or any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data of their affiliates or employees (and copies thereofwhether or not such proceeding involves third parties) relating to the Confidential InformationServices or this Agreement, Work Product (as defined below) or the business of Sprintank and/or provided that Groundfloor first give written detailed notice thereof to the Company or any the Manager, as applicable, as soon as possible prior to such disclosure, unless notice would be unlawful, or (vii) is disclosed in good faith by Groundfloor in the ordinary course of carrying out its affiliates which Executive may then possess or have under Executive's controlduties hereunder.

Appears in 2 contracts

Sources: Shared Services Agreement (Groundfloor Loans 3 LLC), Shared Services Agreement (Groundfloor Loans 2 LLC)

Confidential Information. (a) Executive acknowledges and agrees that all information Confidential Information concerning the business and or affairs of Sprintank and/or the Company or and any of its affiliates Affiliates (which (i) is will include certain third party confidential and proprietary information entrusted to Sprintank and/or the Company or any of and its affiliatesAffiliates) will be obtained by, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliatescreated by, or disclosed or made available to Executive while Executive is employed by the Company. Executive agrees that Confidential Information (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information"other than certain third party information owned by such third parties) is the property of the Company or such affiliateand/or its Affiliates, as the case may be. Therefore, Executive agrees that at all times during the Employment Period and thereafter, Executive shall not disclose to any unauthorized person or use (even for Executive's ’s own purposes purposes) or disclose any Confidential Information to any person or entity without written authorization from the prior written consent of Board, except for the Chief Executive Officer direct benefit of the Company (and its Affiliates during the "CEO"), unless Employment Period and to the extent strictly on a need-to-know basis with persons and/or entities that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive), (ii) are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify have executed confidentiality agreements with the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosedits Affiliates. Executive shall deliver to the Company on the End Date, or at any other time as the Company may request, any Company Property and all memoranda, notes, plans, documents, electronically stored and hard copy information, information technology assets and devices, records, reports, computer files, disks and tapes, printouts and software and other documents and data (and copies thereof) embodying or relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or any of its affiliates which Affiliates that Executive may then possess or have under Executive's ’s custody or control. (b) Executive shall be prohibited from using or disclosing any confidential information or trade secrets that Executive may have learned through any prior employment. If at any time during the Employment Period, Executive believes Executive is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality or other obligations Executive may have to former employers, Executive shall immediately advise the CEO so that Executive’s duties can be modified appropriately. Executive represents and warrants to the Company that Executive took nothing with Executive which belonged to any former employer when Executive left Executive’s prior position(s), and that Executive does not have in Executive’s possession, custody or control any information that belongs to any former employer. If at any time Executive discovers this is incorrect, Executive shall promptly return any such materials to Executive’s former employer. The Company does not want any such materials, and Executive shall not be permitted to use or refer to any such materials in the performance of Executive’s duties hereunder. Executive further represents and warrants that as of the Effective Date, except as set forth on Exhibit A, Executive is not bound by any confidentiality, non-disclosure, invention assignment, or other related agreement, other than this Agreement.

Appears in 2 contracts

Sources: Executive Employment Agreement (Epiq Systems Inc), Executive Employment Agreement (Epiq Systems Inc)

Confidential Information. Executive acknowledges that shall hold in confidence for the benefit of the Company all of the information(other than information concerning the corporate opportunities) and business and affairs secrets in respect of Sprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any all of its affiliates, (ii) confers a competitive advantage on Sprintank and/or including, but not limited to, all information and data relating to or concerned with the business, finances, pending transactions and other affairs of the Company or any and all of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that and Executive shall not at any time before or after Executive's employment by the Company is terminated for any reason, or Executive resigns for any reason, willfully use or disclose or divulge any such information or data to any unauthorized person or use for Executive's own purposes any Confidential Information without other Person (as defined below) except (i) with the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by Executive)Company, (ii) to the extent necessary to comply with applicable law or the valid order of a court of competent jurisdiction, in which event Executive shall notify the Company as promptly as reasonably practicable (and, if possible, prior to making such disclosure) and (iii) in the performance of Executive's duties hereunder. With respect to information concerning corporate opportunities of the Company and all of its affiliates that are independently developed developed, initiated or become known to Executive during his employment with the Company, Executive shall hold in confidence for the benefit of the Company all of such information in respect of the Company and all of its affiliates, including, but not limited to, all information and data relating to or concerned with such opportunities of the Company and all of its affiliates, and Executive shall not at any time before or within one (1) year after Executive's employment by the Company is terminated for any reason, or Executive resigns for any reason, willfully use or disclose or divulge any information relating to any such corporate opportunities to or for the benefit of the Executive or any other Person (as defined below) except (i) with the prior written consent of the Company, (ii) to the extent necessary to comply with applicable law or the valid order of a person court of competent jurisdiction, in which event Executive shall notify the Company as promptly as reasonably practicable (and, if possible, prior to making such disclosure) and (iii) in the performance of Executive's duties hereunder. The foregoing provisions of this Section 3(b) shall not apply to any information or entity that data which has been previously disclosed to the public or is not a party to this Agreement (otherwise in the public domain in each case other than as a result of any disclosure the breach by ExecutiveExecutive of his obligations under this Section 3(b), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions . For purposes of this Section 1Agreement, and (B) if"Person" means an individual, in the absence of such a protective order corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, other entity or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product "group" (as defined below) or in the business Securities Exchange Act of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's control1934).

Appears in 2 contracts

Sources: Executive Employment Agreement (Northstar Realty), Executive Employment Agreement (Northstar Realty)

Confidential Information. Executive acknowledges The Certificate Insurer agrees that all it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any proprietary information concerning disclosed to it by the business and affairs of Sprintank and/or the Company Seller or any of its affiliates which Depositor (i) is confidential and proprietary as a result of financial statements, reports or other information furnished pursuant to Sprintank and/or the Company or any of its affiliates, (ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information") is the property of the Company or such affiliate. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public (other than by reason of any disclosure by ExecutiveSection 2.02(c), (ii) are independently developed by a person during the inspections conducted or entity that is not a party discussions had pursuant to this Agreement (other than as a result of any disclosure by ExecutiveSection 2.02(e), or (iii) are prior to the Closing Date, to the extent that proprietary information was furnished pursuant to the Certificate Insurer’s request in connection with its evaluation of the Certificates for credit purposes, unless such information is readily available from public sources or is disclosed to the Certificate Insurer by any Person or source other than the Seller, or the Depositor, which Person or source is not actually known to the Certificate Insurer to be subject to a confidentiality obligation to the Seller or the Depositor, or except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary or expedient to preserve its rights or security under or to enforce any of the order Operative Documents or any other agreement executed in connection with the transactions related to the Operative Documents to which the Certificate Insurer is a party or of which the Certificate Insurer is a third party beneficiary, or in connection with the defense of any court of competent jurisdiction or government agency to be disclosed, legal proceeding in which casethe Certificate Insurer is a party; provided, however, that the foregoing shall not limit the right of the Certificate Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants. If the Certificate Insurer is requested or required (Aby oral questions, interrogatories, requests for information or documents subpoena, civil investigative demand or similar process) Executive to disclose any information of which it becomes aware through such inspections or discussions, the Certificate Insurer will use reasonable best efforts to promptly notify the Company promptly Seller of such request or requirement request(s) so that the Company Seller may seek an appropriate protective order or and/or waive the Certificate Insurer’s compliance with the provisions of this Section 1Insurance Agreement, and (B) ifunless the Certificate Insurer, in the opinion of its counsel, is prohibited from providing such notice by any tribunal, court or governmental agency or other governmental or quasi-governmental authority. If, in the absence of such a protective order or waiverthe receipt of a waiver hereunder, Executive the Certificate Insurer is, nonetheless, in the opinion of its counsel, compelled to disclose such information to any tribunal or else suffer a penalty or liability, the Certificate Insurer may disclose such information to such tribunal that the Certificate Insurer is compelled to disclose disclose; provided, however, that a copy of all information disclosed is provided to the Seller promptly upon such disclosure; provided, further, however, that no such copy must be delivered or supplied if the Certificate Insurer, in the opinion of its counsel, is prohibited from providing such a copy by any Confidential Informationtribunal, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order court or governmental agency or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) governmental or the business of Sprintank and/or the Company or any of its affiliates which Executive may then possess or have under Executive's controlquasi-governmental authority.

Appears in 2 contracts

Sources: Insurance and Indemnity Agreement (Bayview Financial Mortage Pass-Through Trust 2005-D), Insurance and Indemnity Agreement (Bayview Financial Mortgage Pass-Through Certificates, Series 2005-B)