Confidentiality and Return of Property. It is understood and agreed that this Agreement and each and every provision hereof shall be confidential and shall not be disclosed directly or indirectly by Mxxxxx to any other person, firm, organization or other entity, of any and every type, public or private, for any reason, at any time, without the prior written request or consent of Company, unless required by law. Nor shall Mxxxxx disclose directly or indirectly to any person or organization, except as expressly permitted herein, that Mxxxxx received any sum of money from Company as a result of the termination of his employment with Company. Except as expressly authorized in writing by Company’s Board of Directors, Mxxxxx further agrees not to disclose, use, or disseminate any Confidential Information regarding Company, or its affiliates or subsidiaries. For purposes of this Agreement, “Confidential Information” shall include any information concerning Company’s business that is not generally known by the public or Company’s competitors, including but not limited to information concerning Company’s business and marketing techniques, policies, or plans, finances, pricing, customers, vendors, management or employees. Mxxxxx agrees to deliver or return to Company immediately upon termination of employment, all documents, records, notebooks, and other material containing Confidential Information, including all copies in Mxxxxx’x possession, whether prepared by Mxxxxx or by others, along with any Company credit cards, keys and any electronic card for entry into the Company’s parking or office space at University Centre, the 2002 Cadillac STS Company automobile now in his possession, and all other Company property. Mxxxxx covenants and agrees that, simultaneously with the delivery of the payment called for by Paragraph 2 above to him, he will deliver all Company owned items in his possession to the Company. Mxxxxx covenants and agrees that should he later become aware that he has failed to deliver any Company owned articles, he will promptly deliver them to the Company. Mxxxxx may disclose Confidential Information only if required to disclose such information by law or court order, but before doing so Mxxxxx must provide written notice to the Company with regard to such potential disclosure. It is further understood and agreed that it shall not constitute a breach of this Agreement for Mxxxxx to disclose the terms hereof to his immediate family, attorney, and to his accountant; provided, however, that Mxxxxx shall be obliged to use his best efforts to assure that such persons do not disclose this Agreement or any provision thereof or the fact that Mxxxxx received any sum of money from Company as a result of the termination of Mxxxxx’x employment with Company. The Company may make such disclosure of the terms of this Agreement in documents filed with or prepared pursuant to the statutes administered by and rules and regulations of the Securities and Exchange Commission as it may deem appropriate.
Appears in 1 contract
Confidentiality and Return of Property. It is understood and agreed that this Agreement and each and every provision hereof shall be confidential and shall not be disclosed directly or indirectly by Mxxxxx to any other person, firm, organization or other entity, of any and every type, public or private, for any reason, at any time, without To the prior written request or consent of Company, unless required extent permitted by law. Nor shall Mxxxxx disclose directly or indirectly to any person or organization, except as expressly permitted herein, that Mxxxxx received any sum of money from Company as a result of the termination of his employment with Company. Except as expressly authorized in writing by Company’s Board of Directors, Mxxxxx further Employee agrees not to disclose, useeither directly or indirectly, any information whatsoever relating to the existence or disseminate any Confidential Information regarding substance of the Agreement, the business of Company, or its affiliates any current or subsidiaries. For purposes former employees of this AgreementCompany to any person or entity including, “Confidential Information” shall include any information concerning Company’s business that is not generally known by the public or Company’s competitors, including but not limited to information concerning Company’s business and marketing techniquesto, policies, or plans, finances, pricing, customers, vendors, management or employees. Mxxxxx agrees to deliver or return to Company immediately upon termination of employment, all documents, records, notebooks, and other material containing Confidential Information, including all copies in Mxxxxx’x possession, whether prepared by Mxxxxx or by others, along with any Company credit cards, keys and any electronic card for entry into the Company’s parking or office space at University Centre, the 2002 Cadillac STS Company automobile now in his possession, and all other Company property. Mxxxxx covenants and agrees that, simultaneously with the delivery members of the payment called for by Paragraph 2 above to himmedia, he will deliver all Company owned items in his possession to the Company. Mxxxxx covenants and agrees that should he later become aware that he has failed to deliver any Company owned articles, he will promptly deliver them to the Company. Mxxxxx may disclose Confidential Information only if required to disclose such information by law present or court order, but before doing so Mxxxxx must provide written notice to former employees of the Company with regard to such potential disclosureand/or attorneys or private investigators representing other employees or entities. It is further understood and agreed that it shall not constitute a breach of this Agreement for Mxxxxx to Employee, however, may disclose the terms hereof of the Agreement to: (i) her accountant, counsel or spouse with whom she chooses to his immediate family, attorney, and consult or seek advice regarding Employee’s consideration of the decision to his accountant; execute the Agreement provided, however, that Mxxxxx those to whom Employee makes such disclosure agree to keep such information confidential and not disclose it to others; or (ii) if required to do so by any regulatory body or agency. Nothing herein shall be obliged read to use his best efforts preclude Employee from discussing her dates of employment with the Company, job duties, job titles and salary history with prospective employers. In the event Employee or her counsel believe either is compelled to assure that provide or disclose information described in this paragraph, they will provide written notice of such persons do belief, via facsimile and mail, to Xxxxxxx Xxxxxx, President, Bancorp of New Jersey, 0000 Xxxxxxxx Xxxxxx, Xxxx Xxx, NJ 07024, 000-000-0000, xxxxxxx@xxxx.xxx, no later than three (3) business days prior to said production or disclosure. This Agreement shall not disclose be filed with any court and shall remain forever confidential except in an action to enforce or for breach of this Agreement. If Employee or Bancorp asserts an action to enforce this Agreement or any provision thereof or for breach of this Agreement, Employee and Bancorp shall maintain such confidentiality by whatever means necessary including, but not limited to, submitting the fact that Mxxxxx received any sum of money from Company as Agreement to a result court under confidential seal. Employee affirms she has returned all of the termination Company’s property, documents, and/or any confidential information in Employee’s possession or control. Employee also affirms she is in possession of Mxxxxx’x employment with Company. The Company may make such disclosure all of the terms her property that she had at Bancorp’s premises and that Bancorp is not in possession of this Agreement in documents filed with or prepared pursuant to the statutes administered by and rules and regulations any of the Securities and Exchange Commission as it may deem appropriateEmployee’s property.
Appears in 1 contract
Samples: Agreement and General Release (Bancorp of New Jersey, Inc.)
Confidentiality and Return of Property. It is understood Subject to the exceptions set forth in Paragraph 3 of this Agreement, and agreed that this Agreement and each and every provision hereof shall be confidential and except as required by law or public policy, or as authorized by the Bank, Employee shall not be disclosed directly use or indirectly by Mxxxxx to any other persondivulge, firm, organization publish or other entity, of any and every type, public or private, for any reason, at any time, without the prior written request or consent of Company, unless required by law. Nor shall Mxxxxx disclose directly or indirectly to any person or organization, except as expressly permitted hereininformation obtained by Employee during his employment, that Mxxxxx received any sum of money from Company as a result of which he knows or has reason to believe constitutes Confidential Information. To the extent it contemplates obligations after the termination of his employment with Companyemployment, Employee remains subject to the confidentiality obligations Section 10 of his Employment Agreement. Except Employee agrees that, as expressly authorized in writing by Company’s Board of Directors, Mxxxxx further agrees not to disclose, use, or disseminate any Confidential Information regarding Company, or its affiliates or subsidiaries. For purposes of the date he signs this Agreement, “Confidential Information” shall include any information concerning Company’s business that is with the exception of the cell phone and I-Pad referenced in Paragraph 2, he has returned to the Bank and will not generally known by the public or Company’s competitors, including but not limited to information concerning Company’s business and marketing techniques, policies, or plans, finances, pricing, customers, vendors, management or employees. Mxxxxx agrees to deliver or return to Company immediately upon termination of employment, all documents, records, notebooks, and other material containing Confidential Information, including all copies in Mxxxxx’x possession, whether prepared by Mxxxxx or by others, along with any Company credit cards, keys and any electronic card for entry into the Company’s parking or office space at University Centre, the 2002 Cadillac STS Company automobile now keep in his possession, recreate, copy, or deliver to anyone else all property and all other Company property. Mxxxxx covenants and agrees that, simultaneously documents utilized in association with his employment with the delivery Bank including, but not limited to, all keys, key fobs, files, corporate credit cards, cell phones or computers as well as all user names and passwords to software and electronic equipment belonging to the Bank. Employee specifically acknowledges that he has deleted or erased any business-related information or communications contained on the cell phone and I-pad. Personal contacts are excluded from business-related information. The obligation imposed by this paragraph and Section 10 of the payment called for Employment Agreement shall not apply to information that becomes part of the public domain by Paragraph 2 above means other than by Employee’s failure to him, he will deliver comply with any obligations of confidentiality. Employee further agrees to delete all Company owned items confidential and/or proprietary information belonging to Employer from any other personal communication devices in his possession or control. Pursuant to the CompanyTrade Secrets Act of 2016, Employee understands that: An individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state or local government official, either directly or indirectly, or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Mxxxxx covenants and agrees that should he later become aware that he has failed to deliver any Company owned articlesFurther, he will promptly deliver them an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the employer’s trade secrets to the Company. Mxxxxx may attorney and use the trade secret information in the court proceeding if the individual (a) files any document containing the trade secret under seal; and (b) does not disclose Confidential Information only if required the trade secret, except pursuant to disclose such information by law or court order, but before doing so Mxxxxx must provide written notice to the Company with regard to such potential disclosure. It is further understood and agreed that it shall not constitute a breach of this Agreement for Mxxxxx to disclose the terms hereof to his immediate family, attorney, and to his accountant; provided, however, that Mxxxxx shall be obliged to use his best efforts to assure that such persons do not disclose this Agreement or any provision thereof or the fact that Mxxxxx received any sum of money from Company as a result of the termination of Mxxxxx’x employment with Company. The Company may make such disclosure of the terms of this Agreement in documents filed with or prepared pursuant to the statutes administered by and rules and regulations of the Securities and Exchange Commission as it may deem appropriate.
Appears in 1 contract
Samples: Separation Agreement and Release (Eagle Financial Services Inc)
Confidentiality and Return of Property. It is understood (a) Executive acknowledges that he has had access to information of a confidential nature relating to the business of Employer, including, without limitation, trade secrets, business plans, client lists or information, information regarding product development, production methods and agreed processes, product specifications, marketing plans, management organization, operating commercial, business or technical information, and as defined in the Proprietary Information Agreement (collectively "Confidential Information"), the disclosure of which to a competitor or others would be likely to cause significant and irreparable harm to Employer's business. Executive agrees that this Agreement such information must be protected as confidential, and each and every provision hereof shall be confidential and shall not be copied, disclosed directly or indirectly by Mxxxxx to any used other person, firm, organization or other entity, than for the benefit of any and every type, public or private, for any reason, Employer at any time, unless and until such knowledge or information is in the public domain through no wrongful act by Executive or any other person. Executive further agrees not to divulge to anyone (other than Employer or any persons employed or designated by Employer), publish or make use of any such Confidential Information without the prior written request or consent of CompanyEmployer or in response to a subpoena from an appropriate government agency or court. In the event that Executive receives a subpoena or other court process which relates to Employer and Executive reasonably concludes that the subpoena or other court process may result in the disclosure of Confidential Information, unless required by lawthen Executive shall provide advance written notice of such compelled disclosure to Employer within sufficient time for Employer to object to disclosure. Nor Such notice shall Mxxxxx disclose directly be in the form of a letter, which will include a copy of the subpoena or indirectly other court process and this Release, sent via certified mail to: Jeffrey A. Baumel, Esx., XxXxxxxx & Xxglish, LXX, Xxxx Gateway Center, 100 Mulberry Street, Xxxxxx, Xxx Xxxxxx 00000; (x) Xxxxxxxxx xxxxxer agrees that at the Separation Date he has returned to Employer all of its property and documents (and any person copies thereof) including, without limitation, all Confidential Information, all computer software and disks, all reports, memoranda, notes, records, projections, lists, Employer or organizationclient financial information, keys, credit cards, and equipment, except as expressly permitted hereinthat Employer agrees that Executive may keep the notebook computer provided to him by Employer. To the extent Executive is unable to comply with his obligations under this paragraph before the Separation Date, that Mxxxxx received any sum Employer agrees to permit him access to its premises on one occasion in January 2006 for no more than 3 hours to complete the return of money from Company as a result of the termination of his employment with Company. Except as expressly authorized in writing by Company’s Board of Directors, Mxxxxx further agrees not to disclose, use, or disseminate any Confidential Information regarding Company, or its affiliates or subsidiaries. For purposes of this Agreement, “Confidential Information” shall include any information concerning Company’s business that is not generally known by the public or Company’s competitors, including but not limited to information concerning Company’s business and marketing techniques, policies, or plans, finances, pricing, customers, vendors, management or employees. Mxxxxx agrees to deliver or return to Company immediately upon termination of employment, all documents, records, notebooks, and other material containing Confidential Information, including all copies in Mxxxxx’x possession, whether prepared by Mxxxxx or by others, along with any Company credit cards, keys and any electronic card for entry into the Company’s parking or office space at University Centre, the 2002 Cadillac STS Company automobile now in his possession, and all other Company property. Mxxxxx covenants and agrees that, simultaneously with the delivery of the payment called for by Paragraph 2 above to him, he will deliver all Company owned items in his possession to the CompanyEmployer. Mxxxxx covenants and Executive further agrees that should he later become aware that he has failed to deliver any Company owned articles, he will promptly deliver them make himself available to the Company. Mxxxxx may disclose Confidential Information only if required Employer from time to disclose such time for information by law or court order, but before doing so Mxxxxx must provide written notice purposes relating to the Company with regard to such potential disclosure. It is further understood and agreed that it shall not constitute a breach of this Agreement for Mxxxxx to disclose the terms hereof to his immediate family, attorney, and to his accountant; provided, however, that Mxxxxx shall be obliged to use his best efforts to assure that such persons do not disclose this Agreement or any provision thereof or the fact that Mxxxxx received any sum of money from Company Executive's former position as a result of the termination of Mxxxxx’x employment with Company. The Company may make such disclosure of the terms of this Agreement in documents filed with or prepared pursuant to the statutes administered by and rules and regulations of the Securities and Exchange Commission as it may deem appropriateEmployer's Chief Executive Officer.
Appears in 1 contract
Samples: Separation Agreement and General Release (Astralis LTD)
