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 will obtain and be entrusted with nonpublic material confidential and proprietary information relating to the Company and its subsidiaries. Such information to include information with respect to the Company’s respective present and proposed businesses and operations including, without limitation, financial information relating to the Company's respective present and proposed businesses and operations, the cost and pricing of the Company’s respective services, proposed acquisitions of the Company, the terms of all material agreements to which the Company is a party (including all memoranda of understanding, letters of intent, and purchase agreements with third parties) and the sources and terms of any existing or proposed debt or equity financing of the Company. 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 without any improper act of Executive, he shall not directly or indirectly during the Term of this Agreement or thereafter, use for his own benefit 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 Executive's services under this Agreement, to comply with applicable laws or regulations and to Executive’s accountant or tax professional in connection with the preparation of Executive’s tax returns). The confidentiality and other obligations and restrictions contained in this Section 6shall survive for a period of thirty (30) months following 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.

Appears in 2 contracts

Samples: Executive Employment Agreement (Hellenic Solutions Corp), Executive Employment Agreement (Hellenic Solutions Corp)

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Confidentiality and Non-Disclosure Covenant. During (a) The Executive hereby acknowledges that, in the Term performance of his duties pursuant to this Agreement, Executive hereby acknowledges that he will may obtain and be entrusted with nonpublic material unpublished confidential and proprietary information relating to the Company Company's and its subsidiaries. Such information to include information with respect to the Company’s respective Subsidiaries' present and proposed businesses and operations, the use or disclosure of which would materially adversely affect the operations of the Company or its Subsidiaries, including, without limitation, unpublished material financial information relating to the Company's respective and its Subsidiaries' present and proposed businesses and operations, the cost and pricing of the Company’s respective 's and its Subsidiaries' services, the sales and marketing plans and strategies of the Company and its Subsidiaries, proposed acquisitions of by the CompanyCompany and its Subsidiaries, and the terms of all material agreements to which the Company or any Subsidiary is a party (including all memoranda of understanding, letters of intent, and purchase agreements with third parties) and the sources and terms of any existing or proposed debt or equity financing of the Companyparty. All of such unpublished information that may be obtained by the Executive shall, for purposes hereof, be referred to herein as "Confidential Information". The Executive hereby agrees that, unless the Confidential Information becomes publicly known without other than by reason of any improper act or omission of the Executive, he shall not directly neither he, nor any entity or indirectly person owned or controlled by him, shall, during or after the Term of this Agreement or thereafterhereof, 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 (Information, except as necessary in connection with the performance of the Executive's services under this Agreement, to comply with applicable laws or regulations and to Executive’s accountant or tax professional in connection with the preparation of Executive’s tax returns). The confidentiality and other obligations and restrictions contained in this Section 6shall survive for a period of thirty (30) months following the expiration or termination of this Agreement. Notwithstanding the foregoing, the 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 administrative, (provided that Executive provides prompt provided, if possible, the Company shall be given notice of any such process served upon him in order time to enable the Company it to timely contest the same, at its expense), object to such disclosure) or which was obtained by the Executive from a third party without such third party's breach of any agreement or obligation of trust. The term "entity or person owned or controlled by" the Executive or words of like import shall not include the Company or any of its Subsidiaries.

Appears in 2 contracts

Samples: Entertainment Employnent Agreement (Atlantic International Entertainment LTD), Entertainment Employment Agreement (Atlantic International Entertainment LTD)

Confidentiality and Non-Disclosure Covenant. During the Term of this Agreement, Executive Radiologist hereby acknowledges that he will obtain and be entrusted with nonpublic unpublished and material confidential and proprietary information relating to the Company Company's (for purposes of this Section 10, this shall include Premier, any affiliated entity, and its subsidiaries. Such information to include information with respect to the Company’s respective any entity which owns, operates or manages a Covered PET Center), prospective locations or sites for Additional PET Centers, present and proposed businesses business and operations of the Company and the PET Centers and Additional PET Centers, including, without limitation, financial information relating to the Company's respective present and proposed businesses business and operationsoperations with respect to the Company, Premier and such imaging centers, the cost and pricing of the Company’s respective 's and Premier's services, proposed acquisitions of the Company, the terms of all material agreements to which the Company is a party (including or Premier are parties and/or otherwise relating to all memoranda of understandingsuch imaging centers, letters of intent, and purchase agreements with third parties) and the sources and terms of any the Company's and Premier's existing or proposed debt debt, equity or equity financing of the Companyequipment financing. All of such information that may be obtained by Executive Radiologist shall, for purposes hereof, be referred to herein as "Confidential Information". Executive Radiologist hereby agrees that, unless the Confidential Information becomes publicly known without through legitimate origin not involving any improper act or omission of ExecutiveRadiologist, he shall not 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 ExecutiveRadiologist's services under this Agreement, to comply with applicable laws or regulations and to Executive’s accountant or tax professional in connection with the preparation of Executive’s tax returns). The confidentiality and other obligations and restrictions contained in this This Section 6shall 10 shall survive for a period of thirty (30) months following the expiration or termination of this Agreement. Notwithstanding the foregoing, Executive Radiologist 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 Radiologist 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 Radiologist from a third party without such third party's breach of agreement or obligation of trust.

Appears in 1 contract

Samples: Exclusive Radiology Services Agreement (Sagemark Companies LTD)

Confidentiality and Non-Disclosure Covenant. During the Term of this Agreement, Executive both parties hereto hereby acknowledges acknowledge that he will they may obtain and be entrusted with nonpublic material confidential and proprietary information relating to of the Company and its subsidiaries. Such other (for purposes of this Section 7, this shall include GTC), such information to include information with respect to the Company’s respective their present and proposed businesses and operations including, without limitation, financial information relating to the Company's respective present and proposed businesses business and operations, . To the cost and pricing of the Company’s respective services, proposed acquisitions of the Company, the terms of all material agreements to which extent that the Company is a party and/or the Services Provider desire any such information to be deemed “Confidential Information” hereunder, they will xxxx such documentation appropriately (including all memoranda of understanding, letters of intent, and purchase agreements with third parties) and the sources and terms or confirm oral disclosures of any existing or proposed debt or equity financing of the Companysuch information, in writing, indicating that such information is to be considered Confidential Information hereunder). All of such information that may be obtained by Executive the parties hereunder shall, for purposes hereof, be referred to herein as “Confidential Information”. Executive The Services Provider and the Company hereby agrees agree that, unless the Confidential Information becomes publicly known without any improper act of Executiveeither of such parties, he shall as applicable, they will not directly or indirectly during the Term of this Agreement or thereafterAgreement, use for his their own benefit 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 Executivethe Services Provider's services under this Agreement, Agreement or to comply with applicable laws or regulations and to Executive’s accountant or tax professional in connection with the preparation of Executive’s tax returns)regulations. The confidentiality and other obligations and use restrictions contained in this Section 6shall 7 shall survive for a period of thirty twenty-four (3024) months following the expiration or termination of this Agreement. Notwithstanding the foregoing, Executive neither of the parties hereto shall not be in breach of this covenant with respect to any use or disclosure of any Confidential Information by him them to any of their respective officers, directors, shareholders, representatives or advisors (collectively, the “Representatives”) who receive such information on a need-to-know basis, or any disclosure of such information which is or becomes available in the public domain or is required as a result of any legal process served upon him them in any judicial or administrative proceeding (provided that Executive the applicable party provides prompt notice of any such process served upon him it in order to enable the Company disclosing party to timely contest the same, at its expense), or was obtained by Executive the applicable party from a third party without such third party's breach of agreement or obligation of trust. Each party will cause their respective Representatives to whom Confidential Information is provided, to comply with the provisions of this Section and will be responsible for any breach of such provisions by any of such persons.

Appears in 1 contract

Samples: Services Agreement (Sanswire Corp.)

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Confidentiality and Non-Disclosure Covenant. During the ------------------------------------------- Term of this Agreement, Executive hereby acknowledges that he will obtain and be entrusted with nonpublic material confidential and proprietary information relating to the Company (for purposes of this Section 7, this shall include the Company and its subsidiaries. Such all subsidiaries thereof), such information to include include, without limitation, information with respect to the Company’s respective 's present and proposed businesses business and operations including, without limitation, financial information relating to the Company's respective present and proposed businesses business and operations, the cost and pricing of the Company’s respective 's services, proposed acquisitions of the Company, marketing plans and strategies, the terms of all material agreements to which the Company is a party (including all memoranda of understanding, letters of intent, and purchase agreements with third parties) and the sources and terms of any the Company's existing or proposed debt or equity financing of the Companyfinancings. 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 without any improper act of Executive, he shall not directly or indirectly during the Term of this Agreement or thereafter, use for his own benefit 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 Executive's services under this Agreement, to comply with applicable laws or regulations and to Executive’s 's accountant or tax professional in connection with the preparation of Executive’s 's tax returns). The confidentiality and other obligations and restrictions contained in this Section 6shall survive for a period of thirty (30) months following 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.

Appears in 1 contract

Samples: Employment Agreement (Matador Acquisition CORP)

Confidentiality and Non-Disclosure Covenant. During the Term of this Agreement, Executive hereby acknowledges that he will obtain and be entrusted with nonpublic unpublished and material confidential and proprietary information relating to the Company (for purposes of this Section 7, this shall include the Company and its subsidiaries. Such all subsidiaries thereof), such information to include information with respect to the Company’s respective present and proposed businesses business and operations including, without limitation, financial information relating to the Company's respective present and proposed businesses business and operations, the cost and pricing of the Company’s respective products and services, proposed acquisitions of the Company, product formulations and manufacturing processes and techniques, the terms of all material agreements to which the Company is a party (including all memoranda of understanding, letters of intent, and purchase agreements with third parties) and the sources and terms of any the Company’s existing or proposed debt or equity financing of the Companyfinancing. 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 without through legitimate origin not involving any improper act or omission of Executive, he shall not 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, to comply with applicable laws or regulations and to Executive’s accountant or tax professional in connection with the preparation of Executive’s tax returns). The confidentiality and other obligations and restrictions contained in this This Section 6shall 7 shall survive for a period of thirty (30) months following 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.

Appears in 1 contract

Samples: Executive Employment Agreement (Telecomm Sales Network Inc)

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