Confidentiality Covenants. (a) The Executive understands that the Company and/or its Affiliates, from time to time, may impart to the Executive confidential information, whether such information is written, oral or graphic.
Confidentiality Covenants. Executive understands that the Company may impart to him confidential business information including, without limitation, designs, financial information, personnel information, strategic plans, product development information and the like (collectively "Confidential Information"). Executive hereby acknowledges Company's exclusive ownership of such Confidential Information.
Confidentiality Covenants. In consideration of Employee’s employment and compensation and other consideration described herein, Employee acknowledges and agrees that:
Confidentiality Covenants. The Executive acknowledges that the confidential business information generated by the Company and its subsidiaries, whether such information is written, oral or graphic, including, but not limited to, financial plans and records, marketing plans, business strategies and relationships with third parties, present and proposed products, present and proposed patent applications, trade secrets, information regarding customers and suppliers, strategic planning and systems and contractual terms obtained by the Executive while employed by the Company and its subsidiaries concerning the business or affairs of the Company or any subsidiary of the Company (collectively, the “Confidential Information”) is the property of the Company or such subsidiary. The Executive agrees that he shall not disclose to any Person or use for the Executive’s own purposes any Confidential Information or any confidential or proprietary information of other Persons in the possession of the Company and its subsidiaries (“Third Party Information”), without the prior written consent of the Board, unless and to the extent that (i) the Confidential Information or Third Party Information becomes generally known to and available for use by the public, other than as a result of the Executive’s acts or omissions or (ii) the disclosure of such Confidential Information is required by law, in which case the Executive shall give notice to and the opportunity to the Company to comment on the form of the disclosure and only the portion of Confidential Information that is required to be disclosed by law shall be disclosed.
Confidentiality Covenants. Parent, Merger Sub and the Company acknowledge that each may have received access to Confidential Information (as hereinafter defined) of the other in the course of investigations and negotiations prior to Closing. Each party who receives any Confidential Information (a “Receiving Party”) from any other party hereto (the “Disclosing Party”), may disclose any such Confidential Information to such party’s employees, attorneys, accountants, financial advisors or agents or representatives that have a need to know such Information to facilitate or assist with the consummation of the transactions contemplated hereby (collectively, “Agents”). Subject to the foregoing exception, and the exception hereinafter set forth in Section 9.2 below (i) a Receiving Party will keep, and will cause its Agents to keep, all Confidential Information received from a Disclosing Party hereunder strictly confidential and will not disclose, and will cause its Agents not to disclose, any such Confidential Information to any third party; and (ii) any Receiving Party and its Agents will not make any uses of Confidential Information received from a Disclosing Party except to facilitate or assist with the consummation of the transactions contemplated hereby. Confidential Information will include any business, financial, technical or other information, including, but not limited to, business plans, forecasts, marketing plans or initiatives, customer, client and vendor lists, training materials developed by the Disclosing Party, information regarding the identities, qualifications and compensation being paid to key employees, information received from customers, vendors or clients with the expectation, whether explicit or implicit, that such information would be protected from disclosure or dissemination to third parties, and other information the value of which to the Disclosing Party is dependent on the non-disclosure of such information. Confidential Information will not include information that, although disclosed or made available by a Disclosing Party or any of its Representatives to a Receiving Party or any of its Agents, (i) can be obtained by persons not subject to confidentiality or use restrictions from public sources, including periodicals, government and industry publications and other media that is readily accessible to the public or competitors of the Disclosing Party, (ii) has been disclosed by the Disclosing Party or any of its Agents to any unaffiliated third parties withou...
Confidentiality Covenants. The Executive acknowledges that the confidential business information generated by the Company and its subsidiaries, whether such information is written, oral or graphic, including, but not limited to, financial plans and records, marketing plans, business strategies and relationships with third parties, present and proposed products, present and proposed patent applications, trade secrets, information regarding customers and suppliers, strategic planning and systems and contractual terms obtained by the Executive while employed by the Company and its subsidiaries concerning the business or affairs of the Company or any subsidiary of the Company (collectively, the “Confidential Information”) is the property of the Company or such subsidiary. The Executive agrees that he shall not disclose to any Person or use for the Executive’s own purposes any Confidential Information or any confidential or proprietary information of other persons in the possession of the Company and its subsidiaries (“Third Party Information”), without the prior written consent of the Board, unless and to the extent that (i) the Confidential Information or Third Party Information becomes generally known to and available for use by the public, other than as a result of the Executive’s acts or omissions or (ii) the disclosure of such Confidential Information is required by law, in which case the Executive shall give notice to and the opportunity to the Company to comment on the form of the disclosure and only the portion of Confidential Information that is required to be disclosed by law shall be disclosed. In addition, nothing in this Section 7 or any other provision of this Agreement prohibits the Executive from voluntarily communicating, without notice to or approval by the Company, with any federal government agency about a potential violation of federal law or regulation. Pursuant to 18 U.S.C. § 1833(b), Executive will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company or any of its subsidiaries that—(i) is made—(A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to Executive’s attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by the Company or any o...
Confidentiality Covenants. In order to induce the Company to enter into this Agreement, Executive hereby agrees as follows:
Confidentiality Covenants. (a) Executive acknowledges that, in the course of his employment with the Company, the Company has provided and will provide Executive with, and Executive has had and will have access to, material, non-public information and other materials and information that constitute trade secrets or other intellectual property or proprietary material of the Company and its affiliates (“Proprietary Property”). Such Proprietary Property includes, but is not limited to, information (regardless of the form or medium in which such information is stored or contained) regarding the operations, markets, structure, project development or redevelopment activities or plans, business opportunities, acquisition activities or plans, processes, techniques, technologies, promotional or marketing plans, strategies, forecasts, new products or services, systems, financial information, budgets, projections, licenses, prices, costs, or employees of the Company or any affiliate of the Company and/or their clients, tenants, prospective clients or prospective tenants or the identity of, or the Company’s or any affiliate of the Company’s relationship with, its clients, tenants, prospective clients, prospective tenants, subcontractors or vendors, including but not limited to technical data, drawings, specifications, trade secrets, databases, proprietary software, works of authorship, designs, research and development, ideas, concepts, improvements, inventions, theories, formulas, plans, policies, procedures and other innovations and all other information and materials developed, conceived, made or reduced to practice by Executive or other employees of the Company or its affiliates in connection with their activities for or on behalf of the Company or its affiliates and/or developed through the use of the Company’s or any affiliate of the Company’s resources, including trademarks, copyrights and other intellectual property, whether or not any of the foregoing is patentable or copyrightable, and any other information learned by Executive in the course of Executive’s employment with the Company. Such Proprietary Property shall be the sole and exclusive property of the Company and its affiliates. Executive shall have no right, title or interest in and to the Proprietary Property and hereby assigns to the Company any rights Executive may have or acquire in the Proprietary Property.
Confidentiality Covenants. To the extent that Employee developed or had access to Confidential Information before entering into the Agreement, Employee represents and warrants that he has not used for his own benefit or for the benefit of any other person or entity other than Company, and Employee has not disclosed, directly or indirectly, to any other person or entity, any of the Confidential Information. Unless and until the Confidential Information becomes publicly known through legitimate means or means not involving any act or omission by Employee:
Confidentiality Covenants. To the extent that Executive developed or had access to Confidential Information before entering into the Agreement, Executive represents and warrants that he has not used for his own benefit or for the benefit of any other person or entity other than the Company, and Executive has not disclosed, directly or indirectly, to any other person or entity, any of the Confidential Information. Unless and until the Confidential Information becomes publicly known through legitimate means or means not involving any act or omission by Executive:
