Common use of Confidentiality of Information and Nondisclosure Clause in Contracts

Confidentiality of Information and Nondisclosure. The Executive agrees that the Executive will not, without the express written approval of the Company, unless directed by applicable legal authority (including any court of competent jurisdiction, governmental agency having supervisory, investigative or adjudicatory authority or jurisdiction over the business of the Company, or any legislative or administrative body having supervisory, investigative or adjudicatory authority or jurisdiction over the business of the Company) having jurisdiction over the Executive, disclose to or use, for the benefit of himself, any person, corporation or other entity other than the Company, (i) any non-public or not generally known information concerning any financial matters, tenant relationships, competitive status, vendor matters, internal organizational matters, current or future plans, or other business affairs of or relating to the Company and any of its subsidiaries and affiliates, (ii) any proprietary management, operational, trade, technical or other secrets or any other proprietary information or other proprietary data of the Company and any of its subsidiaries and affiliates that Executive knows to be confidential, (iii) any information regarding any of the Company’s employees where such disclosure is otherwise restricted by law or regulation, or (iv) any other information related to the Company and any of its subsidiaries and affiliates which the Executive knows is not publicly available or generally known (collectively, “Confidential Information”) . The Executive acknowledges that all of the foregoing constitutes confidential and proprietary information, which is the exclusive property of the Company. Nothing in this Agreement, including the obligations under Section 5, or any other agreement with the Company prohibits or prevents the Executive from filing a complaint or charge with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before any federal, state, or local government agency. Notwithstanding the non-disclosure, non-disparagement or any other provision of this Agreement, the Executive acknowledges and affirms his understanding that nothing in this Agreement is intended to preclude, prohibit, or otherwise limit, in any way, his rights and abilities to contact, communicate with, or report matters to any government entity or agency including but not limited to the United States Department of Justice, the Equal Employment Opportunity Commission, any Office of Inspector General of any United States agency, the United States Securities and Exchange Commission, or Congress, regarding possible violations of laws or regulations. However, to the maximum extent permitted by law, the Executive agrees that if such an administrative claim is made, the Executive will not be entitled to recover any individual monetary relief or other individual remedies, except that this provision is not applicable to any bounty that may be recoverable by the Executive as a result of participating in the Securities and Exchange Commission’s whistleblower program.

Appears in 1 contract

Samples: Separation Agreement (Eastgroup Properties Inc)

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Confidentiality of Information and Nondisclosure. The Executive agrees that the Executive will not, directly or indirectly, without the express written approval of the Company, unless directed by applicable legal authority (including any court of competent jurisdiction, governmental agency having supervisory, investigative or adjudicatory supervisory authority or jurisdiction over the business of the CompanyCompany or its subsidiaries or affiliated companies, or any legislative or administrative body having supervisory, investigative or adjudicatory supervisory authority or jurisdiction over the business of the CompanyCompany or its subsidiaries or affiliated companies) having jurisdiction over the Executive, disclose to or use, or knowingly permit to be so disclosed or used, for the benefit of himselfherself, any person, corporation or other entity other than the Company, (i) any non-public or not generally known information concerning any financial matters, tenant customer relationships, competitive status, vendor supplier matters, internal organizational matters, current or future plans, or other business affairs of or relating to the Company and any of Company, its subsidiaries and affiliatesor affiliated companies, (ii) any proprietary management, operational, trade, technical or other secrets or any other proprietary information or other proprietary data of the Company and any of Company, its subsidiaries and affiliates that Executive knows to be confidential, (iii) any information regarding any of the Company’s employees where such disclosure is otherwise restricted by law or regulationaffiliated companies, or (iviii) any other information related to the Company and any of Company, its subsidiaries and affiliates or affiliated companies, or which the Executive knows should reasonably believe will be damaging to the Company, its subsidiaries or affiliated companies, which has not been published and is not publicly available or generally known (collectively, “Confidential Information”) outside of the Company. The Executive acknowledges that all of the foregoing constitutes confidential and proprietary information, which is the exclusive property of the Company. Nothing in this Agreement, including the obligations under Section 5, Agreement or any other agreement with the Company prohibits or prevents the Executive from filing a complaint or charge with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before any federal, state, or local government agency. Notwithstanding the non-disclosure, non-disparagement or any other provision of this Agreement, the Executive acknowledges and affirms his her understanding that nothing in this Agreement is intended to preclude, prohibit, or otherwise limit, in any way, his her rights and abilities to contact, communicate with, or report matters to any government entity or agency including but not limited to the United States Department of Justice, the Equal Employment Opportunity Commission, any Office of Inspector General of any United States agency, the United States Securities and Exchange Commission, or Congress, regarding possible violations of laws or regulations. However, to the maximum extent permitted by law, the Executive agrees that if such an administrative claim is made, the Executive will shall not be entitled to recover any individual monetary relief or other individual remedies, except that this provision is not applicable to any bounty that may be recoverable by the Executive as a result of participating in the Securities and Exchange Commission’s whistleblower program.

Appears in 1 contract

Samples: Agreement (Erie Indemnity Co)

Confidentiality of Information and Nondisclosure. The Executive agrees that the Executive will not, directly or indirectly, without the express written approval of the Company, unless directed by applicable legal authority (including any court of competent jurisdiction, governmental agency having supervisory, investigative or adjudicatory supervisory authority or jurisdiction over the business of the Company or an Affiliated Company, or any legislative or administrative body having supervisory, investigative or adjudicatory supervisory authority or jurisdiction over the business of the Company or an Affiliated Company) having jurisdiction over the Executive, disclose to or use, or knowingly permit to be so disclosed or used, for the benefit of himself, any person, corporation or other entity other than the Company, (i) any non-public or not generally known information concerning any financial matters, tenant customer relationships, competitive status, vendor supplier matters, internal organizational matters, current or future plans, or other business affairs of or relating to the Company and Company, an Affiliated Company, or any of its subsidiaries and affiliatesinsurance agents, (ii) any proprietary management, operational, trade, technical or other secrets or any other proprietary information or other proprietary data of the Company and Company, an Affiliated Company, or any of its subsidiaries and affiliates that Executive knows to be confidentialinsurance agents, (iii) any non-public personal confidential information regarding concerning any of the Company’s employees where such disclosure is otherwise restricted by law or regulationany of its insurance agents or customers, or (iv) any other information related to the Company and Company, an Affiliated Company, or any of its subsidiaries and affiliates insurance agents, or which the Executive knows should reasonably believe will be damaging to the Company, an Affiliated Company, or any of its insurance agents, which has not been published and is not publicly available or generally known (collectively, “Confidential Information”) outside of the Company. The Executive acknowledges that all of the foregoing constitutes confidential and proprietary information, which is the exclusive property of the Company. Nothing in this Agreement, including the obligations under Section 54, or any other agreement with the Company prohibits or prevents the Executive from filing a complaint or charge with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before any federal, state, or local government agency. Notwithstanding the non-disclosure, non-disparagement or any other provision of this Agreement, the Executive acknowledges and affirms his understanding that nothing in this Agreement is intended to preclude, prohibit, or otherwise limit, in any way, his rights and abilities to contact, communicate with, or report matters to any government entity or agency including but not limited to the United States Department of Justice, the Equal Employment Opportunity Commission, any Office of Inspector General of any United States agency, the United States Securities and Exchange Commission, or Congress, regarding possible violations of laws or regulations. However, to the maximum extent permitted by law, the Executive agrees that if such an administrative claim is made, the Executive will not be entitled to recover any individual monetary relief or other individual remedies, except that this provision is not applicable to any bounty that may be recoverable by the Executive as a result of participating in the Securities and Exchange Commission’s whistleblower program.

Appears in 1 contract

Samples: Agreement (Erie Indemnity Co)

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Confidentiality of Information and Nondisclosure. The Executive acknowledges and agrees that the Executive’s employment by the Company under this Agreement necessarily involves knowledge of and access to confidential and proprietary information pertaining to the business of the Company and its subsidiaries and affiliates. Accordingly, the Executive agrees that at all times during the Term of this Agreement and at any time thereafter, the Executive will not, directly or indirectly, without the express written approval of the Company, unless directed by applicable legal authority (including any court of competent jurisdiction, governmental agency having supervisory, investigative or adjudicatory supervisory authority or jurisdiction over the business of the CompanyCompany or its subsidiaries and affiliates, or any legislative or administrative body having supervisory, investigative or adjudicatory supervisory authority or jurisdiction over the business of the CompanyCompany or its subsidiaries and affiliates) having jurisdiction over the Executive, disclose to or use, or knowingly permit to be so disclosed or used, for the benefit of himself, himself or any person, corporation corporation, or other entity other than the Company, (i) any non-public or not generally known information concerning any financial financial, accounting, actuarial, tax, legal or regulatory matters, tenant customer and agent relationships, competitive status, vendor supplier matters, internal organizational and personnel matters, current or future plans, ; or other business affairs of or relating to the Company and any of or its subsidiaries and affiliates, (ii) any proprietary management, operational, trade, technical technical, or other secrets or any other proprietary information or other proprietary data of the Company and any of or its subsidiaries and affiliates that Executive knows to be confidential, (iii) any information regarding any of the Company’s employees where such disclosure is otherwise restricted by law or regulationaffiliates, or (iviii) any other information related to the Company and any of or its subsidiaries and affiliates which or that the Executive knows should reasonably believe will be damaging to the Company or its subsidiaries and affiliates that has not been published and is not publicly available or generally known (collectively, “Confidential Information”) outside of the Company. The Executive acknowledges that all of the foregoing constitutes confidential and proprietary information, which information that is the exclusive property of the Company. Nothing Notwithstanding the foregoing provisions, if the Executive is required to disclose any such confidential or proprietary information pursuant to applicable legal authority, the Executive shall promptly notify the Company in writing of any such requirement so that the Company may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement, including the obligations under Section 5, or any other agreement Section. The Executive shall reasonably cooperate with the Company prohibits to obtain such a protective order or prevents other remedy. If such order or other remedy is not obtained prior to the time the Executive from filing a complaint or charge with or participating, testifyingis required to make the disclosure, or assisting in any investigation, hearing, or other proceeding before any federal, state, or local government agency. Notwithstanding the non-disclosure, non-disparagement or any other provision Company waives compliance with the provisions of this AgreementSection, the Executive acknowledges shall disclose only that portion of the confidential or proprietary information that counsel advises him he is legally required to so disclose. All records, files, memoranda, reports, customer and affirms his understanding agent lists, drawings, plans, documents, and the like that nothing in this Agreement is intended to precludethe Executive uses, prohibitprepares, or otherwise limit, in any way, his rights comes into contact with during the course of the Executive’s employment shall remain the sole property of the Company and abilities to contact, communicate with, or report matters to any government entity or agency including but not limited shall be turned over to the United States Department Company upon the termination of Justice, the Equal Employment Opportunity Commission, any Office of Inspector General of any United States agency, the United States Securities and Exchange Commission, or Congress, regarding possible violations of laws or regulations. However, to the maximum extent permitted by law, the Executive agrees that if such an administrative claim is made, the Executive will not be entitled to recover any individual monetary relief or other individual remedies, except that this provision is not applicable to any bounty that may be recoverable by the Executive as a result of participating in the Securities and Exchange CommissionExecutive’s whistleblower programemployment.

Appears in 1 contract

Samples: Employment Agreement (Erie Indemnity Co)

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