Confidentiality; Nonsolicitation. (a) The Executive acknowledges that the Corporation may disclose certain confidential information to the Executive during the term of this Agreement to enable him to perform his duties hereunder. The Executive hereby covenants and agrees that he will not, without the prior written consent of the Corporation, during the term of this Agreement or at any time thereafter, disclose or permit to be disclosed to any third party by any method whatsoever any of the confidential information of the Corporation. For purposes of this Agreement, "confidential information" shall include, but not be limited to, any and all records, notes, memoranda, data, ideas, processes, methods, techniques, systems, formulas, patents, models, devices, programs, computer software, writings, research, personnel information, customer information, the Corporation's financial information, plans, or any other information of whatever nature in the possession or control of the Corporation which has not been published or disclosed to the general public, or which gives to the Corporation an opportunity to obtain an advantage over competitors who do not know of or use it. The Executive further agrees that if his employment hereunder is terminated for any reason, he will leave with the Corporation and will not take originals or copies of any and all records, papers, programs, computer software and documents and all matter of whatever nature which bears secret or confidential information of the Corporation. The foregoing paragraph shall not be applicable if and to the extent the Executive is required to testify in a judicial or regulatory proceeding pursuant to an order of a judge or administrative law judge issued after the Executive and his legal counsel urge that the aforementioned confidentiality be preserved. The foregoing covenants will not prohibit the Executive from disclosing confidential or other information to other employees of the Corporation or any third parties to the extent that such disclosure is necessary to the performance of his duties under this Agreement.
Confidentiality; Nonsolicitation. (a) The Executive acknowledges that Holding Company may disclose certain confidential information to the Executive during the term of this Agreement to enable him to perform his duties hereunder. The Executive hereby covenants and agrees that he will not, without the prior written consent of Holding Company, during the term of this Agreement or at any time thereafter, disclose or permit to be disclosed to any third party by any method whatsoever any of the confidential information of Holding Company or its affiliates. For purposes of this Agreement, “confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, ideas, processes, methods, techniques, systems, formulas, patents, models, devices, programs, computer software, writings, research, personnel information, customer information, Holding Company’s or the Bank’s financial information, plans, or any other information of whatever nature in the possession or control of Holding Company or its affiliates which has not been published or disclosed to the general public, or which gives to Holding Company or its affiliates an opportunity to obtain an advantage over competitors who do not know of or use it. The Executive further agrees that if his employment is terminated for any reason, he will leave with Holding Company or the Bank and will not take originals or copies of any records, papers, programs, computer software and documents and all matter of whatever nature which bears secret or confidential information of Holding Company or its affiliates.
Confidentiality; Nonsolicitation. (a) During the Term, the Company agrees that it will disclose to the Executive its confidential or proprietary information (as defined in this Section 8(a)) to the extent necessary for the Executive to carry out his obligations to the Company. The Executive hereby covenants and agrees that he will not during the Term or thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term "confidential or proprietary information" will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by the Executive's breach of this Section 8(a)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company's financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature which is protected by the Uniform Trade Secrets Act. For purposes of the preceding two sentences, the term "Company" will also include any Subsidiary (collectively, the "Restricted Group"). The foregoing obligations imposed by this Section 8(a) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement).
Confidentiality; Nonsolicitation. Optionee recognizes and acknowledges that Optionee has and will have access to confidential information of a special and unique value concerning the Company and/or the Bank which may include, without limitation, books and records relating to operations, customer names and addresses, customer service requirements, customer financial statements, and other financial, business and personal information relating to the Company and/or the Bank, their customers, markets, officers and criteria. Optionee also recognizes that a portion of the business of the Company and the Bank is dependent upon trade secrets, including techniques, methods, systems, processes, data and other confidential information. The protection of these trade secrets and confidential information against unauthorized disclosure or use is of critical importance to the Company. Optionee therefore agrees that, without prior written authorization from the Chief Executive Officer of the Company, Optionee will not at any time, either while employed by the Company or the Bank or afterwards, make any independent use of or disclose to any other person, any trade secrets or confidential information of the Company or the Bank. All records, files, memoranda, reports, price lists, customer lists, documents, and other information (together with all copies thereof) which relate to the Company and/or the Bank, and which Optionee has obtained or obtains, uses, prepares, or comes into contact with shall remain the sole property of the Company. Upon the termination of Optionee's employment with the Company, all such materials and all copies thereof shall be returned to the Company immediately. Optionee, on behalf of him/herself and his/her present and future affiliates and employers for a period of six months following the termination of Optionee's employment with the Company and/or the Bank, agrees not to and shall not directly or indirectly (i) hire, employ or engage any past, present or future employee of the Company or the Bank without the prior written permission of the Chief Executive Officer of the Company, (ii) compete for or solicit banking, lending, deposit taking or any other banking or trust services business from any customer of the Company or the Bank, or (iii) use in any competition, solicitation or marketing effort any proprietary list or other information concerning customers of the Company or the Bank.
Confidentiality; Nonsolicitation. Purchaser agrees that, unless and until the Closing has been consummated:
Confidentiality; Nonsolicitation. (a) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(a)) to the extent necessary for Executive to carry out his obligations to the Company. The Executive hereby covenants and agrees that the Executive will not, without the prior written consent of the Company, during the Term or thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term "confidential or proprietary information" will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive's breach of this Section 8(a)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, information concerning the Company's business, affairs, customers, clients, sources of supply and customer lists. For purposes of the preceding two sentences, the term "Company" will also include any Subsidiary (collectively, the "Restricted Group"). The foregoing obligations imposed by this Section 8(a) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information will have become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement).
Confidentiality; Nonsolicitation. (a) FBC shall not (i) before or after the consummation or termination of this Agreement, directly or indirectly disclose any confidential information acquired from the Bank, either before or after the date of this Agreement, to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, other than in connection with the regulatory notice and application process, or (ii) after termination of this Agreement pursuant to Section 11.1 hereof, use such information for its own purposes or for the benefit of any person, firm, corporation, association, or other entity under any circumstances. All information furnished previously or currently by the Bank in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Bank until consummation of the transactions contemplated hereby and, if such transactions shall not occur, FBC shall either destroy or return to the Bank all documents or other materials containing, reflecting or referring to such information, shall use its best efforts to keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purposes. The obligation to keep such information confidential shall continue for two years from the date the proposed transactions are abandoned.
Confidentiality; Nonsolicitation. (a) The Executive acknowledges that CCB may disclose certain confidential information to the Executive during the term of this Agreement to enable him to perform his duties hereunder. The Executive hereby covenants and agrees that he will not, without the prior written consent of CCB, during the term of this Agreement or at any time thereafter, disclose or permit to be disclosed to any third party by any method whatsoever any of the confidential information of CCB. For purposes of this Agreement, “confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, ideas, processes, methods, techniques, systems, formulas, patents, models, devices, programs, computer software, writings, research, personnel information, customer information, CCB’s financial information, plans, or any other information of whatever nature in the possession or control of CCB which has not been published or disclosed to the general public, or which gives to CCB an opportunity to obtain an advantage over competitors who do not know of or use it. The Executive further agrees that if his employment hereunder is terminated for any reason, he will leave with CCB and will not take originals or copies of any records, papers, programs, computer software and documents and all matter of whatever nature which bears secret or confidential information of CCB.
Confidentiality; Nonsolicitation. (a) During your employment with the Trust and thereafter, except as required by your duties to the Trust or by law or legal process, you will not disclose or make accessible to any person or entity or use in any way for your own personal gain or to the Trust’s detriment any confidential information relating to the business of the Trust or its affiliates. Upon termination of your employment with the Trust for any reason, you will immediately return to the Trust all confidential materials over which you exercise any control.
Confidentiality; Nonsolicitation. (a) Subject to VSH’s right, hereby granted, to disclose all necessary information in connection with a Drag-Along Transaction under Section 8.2, each Member and holder of a Unit Equivalent agrees that such Member or holder will not at any time, directly or indirectly, disclose or divulge any trade secrets or other proprietary or non-public information of a business, financial, marketing, technical or other nature pertaining to the Company or any Subsidiary, or make use, directly or indirectly, of any such information for any purpose other than as required in connection with the affairs of the Company, provided, however, that the foregoing agreement shall not apply to (i) information previously in the public domain through no fault of the Member or holder, (ii) information which the Member or holder is required by law to disclose or which is disclosed in any proceeding to enforce the obligations of one or more of the parties hereto or (iii) information provided to its auditors and the auditors of its Affiliates in connection with the preparation of its and its Affiliates’ audited financial statements and/or to its senior lenders or financial advisors, each subject to the execution of a customary non-disclosure agreement, and provided further that the foregoing shall not limit the ability of an Investor to disclose such information to such Series A Preferred Holder’s accountant or counsel, or to an officer, director, general or limited partner or member or manager of such Series A Preferred Holder, or to employees of such Series A Preferred Holder on a “need to know” basis, provided that such Series A Preferred Holder shall inform the recipient of the confidential nature of such information, and shall instruct the recipient to treat the information as confidential. Except as required by law, the Company and each Member agrees that it will not at any time, directly or indirectly, disclose that RAM or any Affiliate of RAM or any of Xxxxxx X. Xxxxxxx and his family (including without limitation Xxxxxx X. Xxxxxxx Xx. and Xxxx Xxxxxx Xxxxxxx) are investors in the Company or are otherwise involved with the Company without the prior written approval of Xxxx Xxxxxx Xxxxxxx.
