Common use of Confidentiality and Non-Disclosure Covenant Clause in Contracts

Confidentiality and Non-Disclosure Covenant. During the Term of this Agreement, Executive hereby acknowledges that he may obtain and be entrusted with unpublished and material confidential and proprietary information relating to the Company's present and proposed business and operations including, without limitation, financial information relating to the Company's present and proposed business and operations, the cost and pricing of the Company's services, proposed acquisitions of the Company, and the terms of all material agreements to which the Company is a party. All of such information that may be obtained by Executive shall, for purposes hereof, be referred to herein as "Confidential Information". Executive hereby agrees that, unless the Confidential Information becomes publicly known through legitimate origin not involving any improper act or omission of Executive, neither he, nor any entity or person owned or controlled directly or indirectly by him, shall, during the Term of this Agreement or thereafter, use for his own benefit or for the benefit of others for any purpose and in any manner whatsoever, divulge to any person, firm, corporation or other entity or otherwise publish or disclose any Confidential Information (except as necessary in connection with the performance of Executive's services under this Agreement). This provision shall survive the expiration or termination of this Agreement. Notwithstanding the foregoing, Executive shall not be in breach of this covenant with respect to any use or disclosure of any Confidential Information by him which is or becomes available in the public domain or is required as a result of any legal process served upon him in any judicial or administrative proceeding or was obtained by Executive from a third party without such third party's breach of agreement or obligation of trust or which does not have a material adverse effect on the Company.

Appears in 3 contracts

Samples: Executive Employment Agreement (Sagemark Companies LTD), Employment Agreement (Sagemark Companies LTD), Executive Employment Agreement (Sagemark Companies LTD)

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Confidentiality and Non-Disclosure Covenant. 8.1 During the Term of this Agreement, Executive hereby acknowledges that he may obtain and be entrusted with unpublished and material confidential and proprietary information relating to the Company's present and proposed business and operations operations, including, without limitation, financial information relating to the Company's present and proposed business and proposed business and operations, the cost and pricing of the Company's services, proposed acquisitions the sales and marketing plans and strategies of the Company, proposed Company's accounts and the terms of all material agreements to which the Company is a party. All of such information that may be obtained by Executive shall, for purposes hereof, be referred to herein as "Confidential Information". ." Executive hereby agrees that, unless the Confidential Information becomes publicly known through legitimate origin not involving any improper act or omission of Executive, neither he, nor any entity or person owned or controlled directly or indirectly by him, shall, during the Term of this Agreement or thereafter, use for his own benefit or for the benefit of others for any purpose and in any manner whatsoever, divulge to any person, firm, corporation or other entity or otherwise publish or disclose any Confidential Information (except as necessary in connection with the performance of Executive's services under this Agreement). This provision shall survive the expiration or termination of this Agreement. Notwithstanding the foregoing, Executive shall not be in breach of this covenant with respect to any use or disclosure of any Confidential Information by him which is or becomes available in does not cause any material damage to the public domain Company or is required as a result of any legal process served upon him in any judicial or administrative proceeding (provided that the Company shall be given notice in time to enable it to object to such disclosure) or was obtained by Executive from a third party without such third party's breach of agreement or obligation of trust or which does not have a material adverse effect on the Companytrust.

Appears in 1 contract

Samples: Employment Agreement (Edulink Inc)

Confidentiality and Non-Disclosure Covenant. During the Term of this Agreement, Executive hereby acknowledges that he may will obtain and be entrusted with unpublished and material confidential and proprietary information relating to the Company's (for purposes of this Section 7, this shall include Premier as well as the Company), prospective locations or sites for future PET Centers, present and proposed business and operations including, without limitation, financial information relating to the Company's present and proposed business and operations, the cost and pricing of the Company's services, proposed acquisitions of the Company, and the terms of all material agreements to which the Company is a partyparty and the sources and terms of the Company's existing or proposed debt, equity or equipment financing. All of such information that may be obtained by Executive shall, for purposes hereof, be referred to herein as "Confidential Information". Executive hereby agrees that, unless the Confidential Information becomes publicly known through legitimate origin not involving any improper act or omission of Executive, neither he, nor any entity or person owned or controlled directly or indirectly by him, shall, during the Term of this Agreement or thereafter, use for his own benefit or for the benefit of others for any purpose and in any manner whatsoever, divulge to any person, firm, corporation or other entity or otherwise publish or disclose any Confidential Information (except as necessary in connection with the performance of Executive's services under this Agreement). This provision Section 7 shall survive the expiration or termination of this Agreement. Notwithstanding the foregoing, Executive shall not be in breach of this covenant with respect to any use or disclosure of any Confidential Information by him which is or becomes available in the public domain or is required as a result of any legal process served upon him in any judicial or administrative proceeding (provided that Executive provides prompt notice of any such process served upon him in order to enable the Company to timely contest the same, at its expense), or was obtained by Executive from a third party without such third party's breach of agreement or obligation of trust or which does not have a material adverse effect on the Companytrust.

Appears in 1 contract

Samples: Employment Agreement (Sagemark Companies LTD)

Confidentiality and Non-Disclosure Covenant. During the Term of this Agreement, Executive Employee hereby acknowledges that he may she will obtain and be entrusted with unpublished and material confidential and proprietary information relating to the Company's present and proposed business and operations including, without limitation, financial information relating to the Company's present and proposed business and operations, the cost and pricing of the Company's services, proposed acquisitions of the Company, and the terms of all material agreements to which the Company is a party. All of such information that may be obtained by Executive Employee shall, for purposes hereof, be referred to herein as "Confidential Information". Executive Employee hereby agrees that, unless the Confidential Information becomes publicly known through legitimate origin not involving any improper act or omission of ExecutiveEmployee, neither heshe, nor any entity or person owned or controlled directly or indirectly by himher, shall, during the Term of this Agreement or thereafter, use for his her own benefit or for the benefit of others for any purpose and or in any manner whatsoever, divulge to any person, firm, corporation or other entity or otherwise publish or disclose any Confidential Information (except as necessary in connection with the performance of ExecutiveEmployee's services under this Agreement). This provision shall survive the expiration or termination of this Agreement. Notwithstanding the foregoing, Executive Employee shall not be in breach of this covenant with respect to any use or disclosure of any Confidential Information by him her which is or becomes available in the public domain or is required to be disclosed as a result of any legal process served upon him her in any judicial or administrative proceeding or was obtained by Executive Employee from a third party without such third party's breach of agreement or obligation of trust or which does not have a material adverse effect on trust. For purposes hereof (and for Section 7 hereof), the term "Company" shall include both the Company and its subsidiaries and affiliated entities.

Appears in 1 contract

Samples: Employment Agreement (Sagemark Companies LTD)

Confidentiality and Non-Disclosure Covenant. 8.1 During the Term of this Agreement, Executive hereby acknowledges that he may obtain and be entrusted with unpublished and material confidential and proprietary information relating to the Company's present and proposed business and operations operations, including, without limitation, financial information relating to the Company's present and proposed business and proposed business and operations, the cost and pricing of the Company's services, proposed acquisitions the sales and marketing plans and strategies of the Company, proposed Company's accounts and the terms of all material agreements to which the Company is a party. All of such information that may be obtained by Executive shall, for purposes hereof, be referred to herein as "Confidential Information". ." Executive hereby agrees that, unless the Confidential Information becomes publicly known through legitimate origin not involving any improper act or omission of Executive, neither he, nor any entity or person owned or controlled directly or indirectly by him, shall, during the Term of this Agreement or thereafter, use for his own benefit or for the benefit of others for any purpose and in any manner whatsoever, divulge to any person, firm, corporation or other entity or otherwise publish or disclose any Confidential Information (except as necessary in connection with the performance of Executive's services under this Agreement). This provision shall survive the expiration or termination of this Agreement. Notwithstanding the foregoing, Executive shall not be in breach of this covenant with respect to any use or disclosure of any Confidential Information by him which is or becomes available in does not cause any material damage to the public domain Company or is required as a result of any legal process served upon him in any judicial or administrative proceeding (provided that the Company shall be give notice in time to enable it to object to such disclosure) or was obtained by Executive from a third party without such third party's breach of agreement or obligation of trust or which does not have a material adverse effect on the Companytrust.

Appears in 1 contract

Samples: Employment Agreement (Edulink Inc)

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Confidentiality and Non-Disclosure Covenant. 8.1 During the Term of this Agreement, Executive hereby acknowledges that he may obtain and be entrusted with unpublished and material confidential and proprietary information relating to the Company's present and proposed business and operations operations, including, without limitation, financial information relating to the Company's present and proposed business and proposed business and operations, the cost and pricing of the Company's services, proposed acquisitions the sales and marketing plans and strategies of the Company, proposed Company's accounts and the terms of all material agreements to which the Company is a party. All of such information that may be obtained by Executive shall, for purposes hereof, be referred to herein as "Confidential Information". ." Executive hereby agrees that, unless the Confidential Information becomes publicly known through legitimate origin not involving any improper act or omission of Executive, neither he, nor any entity or person owned or controlled directly or indirectly by him, shall, during the Term of this Agreement or thereafter, use for his own benefit or for the benefit of others for any purpose and in any manner whatsoever, divulge to any person, firm, corporation or other entity or otherwise publish or disclose any Confidential Information (except as necessary in connection with the performance of Executive's services under this Agreement). This provision shall survive the expiration or termination of this Agreement. Notwithstanding the foregoing, Executive shall not be in breach of this covenant with respect to any use or disclosure of any Confidential Information by him which is or becomes available in does not cause any material damage to the public domain Company or is required as a result of any legal process served upon him in any judicial or administrative proceeding (provided that the Company shall be given notice in time to enable it to object to such disclosure) or was obtained by Executive from a third party without such third party's breach of agreement or obligation of trust or which does not have a material adverse effect on the Companytrust.

Appears in 1 contract

Samples: Employment Agreement (Edulink Inc)

Confidentiality and Non-Disclosure Covenant. 8.1 During the Term of this Agreement, Executive hereby acknowledges that he may obtain and be entrusted with unpublished and material confidential and proprietary information relating to the Company's present and proposed business and operations operations, including, without limitation, financial information relating to the Company's present and proposed business and proposed business and operations, the cost and pricing of the Company's services, proposed acquisitions the sales and marketing plans and strategies of the Company, proposed Company's accounts and the terms of all material agreements to which the Company is a party. All of such information that may be obtained by Executive shall, for purposes hereof, be referred to herein as "Confidential Information". ." Executive hereby agrees that, unless the Confidential Information becomes publicly known through legitimate origin not involving any improper act or omission of Executive, neither he, nor any entity or person owned or controlled directly or indirectly by him, shall, during the Term of this Agreement or thereafter, use for his own benefit or for the benefit of others for any purpose and in any manner whatsoever, divulge to any person, firm, corporation or other entity or otherwise publish or disclose any Confidential Information (except as necessary in connection with the performance of Executive's services under this Agreement). This provision shall survive the expiration or termination of this Agreement. Notwithstanding the foregoing, Executive shall not be in breach of this covenant with respect to any use or disclosure of any Confidential Information by him which is or becomes available in does not cause any material damage to the public domain Company or is required as a result of any legal process served upon him in any judicial or administrative proceeding or was obtained by Executive from a third party without such third party's breach of agreement or obligation of trust or which does not have a material adverse effect on (provided that the Company.Company shall be

Appears in 1 contract

Samples: Employment Agreement (Edulink Inc)

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