Confidentiality and Other Restrictions Sample Clauses

Confidentiality and Other Restrictions. 12.1 The Employee accepts and agrees that his express and implied duties relating to confidential information, intellectual property and restrictive covenants continue after the Termination Date. In particular, the Employee affirms the duties and restrictions in clauses 12, 13, 16 and 17 of the Employment Contract. Note: Please send me both the Employment Contracts so that I can review these clauses. 12.2 The Employee agrees and undertakes as a strict condition of this Agreement not to divulge to any person, firm or company or use for his own benefit or the benefit of any person, firm or company any trade secret or information of a private, secret or confidential nature concerning the business, finances or affairs of the Employer or any company in the Group or any of its/their respective customers, clients or suppliers (including but not limited to terms of contracts or arrangements, existing and potential projects, accounts, information regarding customers, clients or suppliers, disputes, business development and/or marketing programmes and plans) which have or may have come to his knowledge during the course of his employment with the Employer or any company in the Group. 12.3 The Employee further agrees and undertakes as a strict condition of this Agreement that he will not: 12.3.1 make or publish any statement to a third party concerning this Agreement, the dispute settled by it or the circumstances surrounding the termination of the Employee’s employment; 12.3.2 make or publish any derogatory or disparaging statement or do anything in relation to the Employer or any company in the Group or past, current or future officers or employees of the Employer or any company in the Group which is intended to or which might be expected to damage or lower their respective reputations provided that the Employee will not be prevented from making a disclosure: (a) for the purposes of seeking legal advice in relation to this Agreement provided the professional adviser is bound by a duty of confidence; (b) to the proper authorities as required by law; or (c) in the case of the Employee to his spouse or partner, or civil partner, provided such person agrees to maintain confidentiality. 12.4 The Employee warrants that he has not done or failed to do anything including without limitation published any statement or authorised or permitted anyone else to do so prior to the date of this Agreement which would constitute a breach of Clauses 12.1, 12.2 or 12.3 if it had occurr...

Confidentiality and Other Restrictions. Notwithstanding any rights a Participant may otherwise have under this Agreement or Applicable Laws and Rules (including with respect to any New Compilation or New Data Structure created by such Participant): (i) no Participant shall sell, license, transfer, grant access to or disclose to any Non-Participant any Contributed Data of another Participant (including any Contributed Data that may be integrated into, combined or commingled with, or used in connection with, any New Compilation or New Data Structure), or any New Compilation or New Data Structure incorporating, or derived in whole or in part from, any Contributed Data of another Participant, except, in each case, (a) (1) with the prior written consent of such other Participant(s) or the Data Platform Management Committee or (2) as disclosure is required by Applicable Laws and Rules, provided that if a Participant believes that any such disclosure is required by Applicable Laws and Rules, it will, to the extent consistent with such Participant’s compliance with its obligations pursuant to Applicable Laws and Rules, prior to making such disclosure, provide reasonable advanced notice to the Participant that contributed the applicable Contributed Data and cooperate with such Participant to obtain confidential protection for any such disclosed Contributed Data, including pursuant to a protective order or similar mechanisms to the extent possible, and in any event will disclose no more than the minimum amount of such Contributed Data necessary to comply with the relevant Applicable Laws and Rules, and (b) in compliance with Applicable Laws and Rules, any governing contractual obligations and any third party confidentiality and similar obligations (including use restrictions); and (ii) no Participant shall sell, license, transfer, grant access to, disclose to, or otherwise permit the use of, the Contributed Data of any other Participant (including any Contributed Data that may be integrated into, combined or commingled with, or used in connection with, any New Compilation or New Data Structure), or any New Compilation or New Data Structure incorporating, or derived in whole or in part from, any Contributed Data of another Participant, to or by any Participant who is not entitled to have access to or use of such Contributed Data. For clarity, the restrictions set forth in this Section 7.4 shall not limit or otherwise prohibit a Participant from licensing, selling, transferring or disclosing to a third part...

Confidentiality and Other Restrictions. 10.1 The Employee accepts and agrees that his express and implied duties relating to confidential information and post-termination activities continue after the Date of Termination. In particular, but without limitation, the Employee affirms the duties and restrictions in the Contract of Employment and the obligations of confidentiality contained in it. 10.2 The Employee further agrees and undertakes that he will not: 10.2.1 make or publish any statement to a third party concerning this Agreement, the dispute settled by it or the circumstances surrounding the termination of the Employee’s employment and directorships; or 10.2.2 make or publish any derogatory or disparaging statement concerning the Company or Group or do anything in relation to the Company, any Group company or any officers or employees of the Company or any Group company which is intended to or which might be expected to damage or lower their respective reputations, provided always that the Employee will not be prevented from making a disclosure: (i) for the purposes of seeking legal or accounting advice in relation to this Agreement provided the professional adviser is bound by a duty of confidence; (ii) to the proper authorities as required by law; (iii) to his wife or partner provided such person agrees to maintain confidentiality; or (iv) consistent with the terms and spirit of the agreed reference referred to in Clause 11. 10.3 The Employee warrants that he has not done or failed to do anything, including, without limitation, published any statement or authorised or permitted anyone else to do so prior to the date of this Agreement, which would constitute a breach of Clauses 10.1 or 10.2 if it had occurred after the date of this Agreement.

Confidentiality and Other Restrictions. 8.1 The Contract CFO acknowledges and agrees that any and all information concerning the Company’s business which, at the time of disclosure, is not generally known by the public is confidential and proprietary (“Confidential Information”) and the Contract CFO agrees he will not during the term of this Agreement and for a period of three (3) years following the termination of this Agreement for any reason, duplicate, use or disclose any such Confidential Information, unless such duplication, use or disclosure is specifically authorized by the Board of Directors or Chief Executive Officer of the Company or otherwise specifically contemplated by this Agreement and the performance of the Services. Confidential Information includes, but is not limited to, customer requirements, business procedures, price lists or pricing information, financial data, customer lists, prospective customer lists and business plans of the Company and its subsidiaries. Notwithstanding the foregoing, the Contract CFO acknowledges and agrees that all Confidential Information, including, without limitation, formulae, patterns, compilations, programs, devices, methods, techniques, or processes, from which the Company derives independent economic value (actual or potential) because they are not generally known to or readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, and which the Company makes reasonable efforts to maintain secret, shall be deemed a Trade Secret under state and federal law. As such, the Contract CFO agrees he will not during the term of this Agreement and thereafter disclose any Company Trade Secret for his own benefit or the benefit of any third-party without the express written consent from the Company, until such time as that Trade Secret shall have properly become known to the general public. The Contract CFO acknowledges and agrees that certain information he will receive while performing the Services will be considered “material non-public information” under Federal securities laws and regulations and agrees he will not engage in any transactions in the Company’s securities, either during the term of this Agreement or following its termination, while in possession of such material non-public information or otherwise in violation of such securities laws and regulations. The Contract CFO further acknowledges and agrees he will, as an officer of the Company, be subject to the Company’s Ixxxxxx Xxxxxxx Polic...

Confidentiality and Other Restrictions. (a) Contractor shall keep secret and strictly confidential all trade secrets or proprietary or confidential information heretofore or hereafter possessed by Contractor concerning LabOne, its customers, or its or their businesses or business partners, including copies and analyses or notes thereof ("Confidential Information"). Contractor also shall not at any time use such Confidential Information or disclose it to any person, firm or other entity except with the written approval of LabOne and as necessary to fulfill Contractor's obligations under this Agreement, except (i) to the extent that such Confidential Information is no longer a trade secret, proprietary or confidential through no fault of Contractor or (ii) as required by law or governmental regulation or a court of competent jurisdiction. (b) Contractor shall keep secret and strictly confidential all Customer Information and shall not at any time use such information or disclose it to any person, firm or other entity except with the written approval of LabOne and as necessary to fulfill Contractor's obligations under this Agreement. Customer Information consists of, but is not necessarily limited to, the name, address and any non-public personal financial or health information about any customer or patient of LabOne or of any customer or business partner of LabOne including copies and analyses or notes thereof. In addition, Contractor agrees to be bound by, and upon the request of LabOne to sign acknowledgements of Contractor's obligation to abide by, additional privacy, security and similar restrictions required by LabOne's customers or by applicable law. (c) Contractor (i) shall at all times represent LabOne in a professional and positive manner and (ii) shall not at any time make any disparaging, false or misleading statement to others regarding LabOne or its affiliates, employees, contractors, services or customers. (d) Contractor shall comply with all of LabOne's policies and regulations regarding privacy, security and, if work performance location is at a LabOne place of business, safety in the workplace. (e) Sections 6(a)-6(d) shall survive the Term of this Agreement.

Confidentiality and Other Restrictions. The Vendor hereby agrees to assign to or otherwise hold for the Purchaser with effect from the Transfer Time the benefit of any confidentiality or other undertakings or restrictions given to the Vendor by any present or former employees of the Vendor in the Business where such undertakings or restrictions or the benefit thereof are not novated to or otherwise vested in the Purchaser by virtue of the Regulations and accordingly the Vendor hereby agrees pending formal assignment or novation of the same and at the request of the Purchaser to take such steps, actions and proceedings as the Purchaser shall reasonably require to enforce such undertakings and restrictions (or any of them) for the benefit of the Purchaser.

Confidentiality and Other Restrictions. Each JV Entity reserves the right to restrict all or any part of the Applicable Production Records and Applicable Milestone Records to specific personnel employed by Gevo (collectively, “Approved Personnel”) or to Gevo’s engaged third-party accounting or auditing services provider that is reasonably acceptable to the applicable JV Entity (collectively, “Approved Advisors”). Gevo and the JV Entity shall enter into a customary “clean team” agreement on terms reasonably satisfactory to each party, which, among other terms, shall require that any reports or other materials prepared by the Approved Personnel or Approved Advisors that are to be further distributed within Gevo must be sufficiently aggregated, cleaned, redacted or modified so as to remove any information that the applicable JV Entity has deemed to be competitively sensitive. If any such reports or other materials prepared by the Approved Personnel or Approved Advisors confirm the determinations made by the applicable JV Entity with respect to Royalty Compensation or Milestones, as applicable, then the Approved Personnel or Approved Advisors, as applicable, shall only share such conclusion with the other personnel of Gevo. Each of the Parties shall be responsible for its own fees, costs and expenses (including those of its Approved Advisors) in connection with the foregoing.

Confidentiality and Other Restrictions. 5.1 Consultant recognizes and acknowledges that during the Term, Consultant will acquire certain proprietary and confidential information relating to the Company and its subsidiaries or other affiliates or relating to acquisition targets (the “Information”). Consultant agrees that during the Term and thereafter, for any reason whatsoever, it shall not, directly or indirectly, except in the proper course of exercising Consultant’s duties hereunder, use for Consultant’s or another third party’s benefit, disclose, furnish, or make available to any person or entity, the Information. For purposes of this Section 5.1, “Information” includes any and all verbal or written materials, documents, information, products, recipes, formulas, processes, technologies, programs, trade secrets, customer lists or other data relating to the business and operations of the Company and/or its subsidiaries or other affiliates or acquisition targets. 5.2 Consultant acknowledges that the federal securities laws impose restrictions on your ability to purchase, sell, trade or otherwise transfer securities of the Company when in possession of material, non-public information regarding the Company, and you shall comply with those restrictions. 5.3 Consultant recognizes and acknowledges that he is bound by continuing obligations to the Company set forth in Sections 10 and 11 of the Second Amended and Restated Employment Agreement, dated as of December 16, 2014, between Consultant and the Company (the “Employment Agreement”) that will continue in force and effect after his retirement from the Company and shall apply during the Term, it being understood, however, that Consultant’s obligations under Section 10 of the Employment Agreement shall expire pursuant to the terms thereof on April 5, 2020. 5.4 In the event of a breach or threatened breach by Consultant of the provisions of this Section 5 the Company shall be entitled to an injunction restraining Consultant from violating the provisions of this Section. Notwithstanding the foregoing, nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach

Confidentiality and Other Restrictions. 5.1 The Employee accepts and agrees that his implied duties relating to confidential information continue after the Termination Date. In particular, the Employee affirms the duties and restrictions in clause 9 of the Service Agreement.

Confidentiality and Other Restrictions. The Employee’s obligations under clause [NUMBER] (confidentiality) and clause [NUMBER] (post-termination restrictive covenants) of their employment contract will continue to apply after the Termination Date. The Employee and the Employer confirm that they have kept and agree to keep the existence and terms of this agreement confidential, except where disclosure is to HM Revenue & Customs, their professional advisers, members of their immediate family (provided that they agree to keep the information confidential) or is required by law. The Employee shall not, and the Employer shall use reasonable endeavours to ensure that its employees and officers shall not, make any adverse or derogatory comment about each other or do anything that shall, or may, bring the Employer, its directors or employees, or the Employee into disrepute. The Employee confirms that they have received independent advice as to the terms and effect of this agreement and in particular on its effect on their ability to pursue any complaint before an employment tribunal or court from [NAME] of [FIRM/ORGANISATION], who is a relevant independent adviser, and who shall sign the certificate set out at Schedule 4 to this agreement. The Employer shall pay the reasonable legal fees (up to a maximum of £[AMOUNT] plus VAT) incurred by the Employee in obtaining advice on the termination of their employment and the terms of this agreement, such fees to be payable to their adviser on production of an invoice.