Confidentiality; Specific Performance Clause Samples
The "Confidentiality; Specific Performance" clause serves to obligate parties to keep certain information private and to allow for court-ordered enforcement of these obligations. In practice, this clause typically requires parties not to disclose or misuse confidential information obtained during the course of their relationship, and it grants the right to seek specific performance—meaning a court can compel a party to comply with the confidentiality terms rather than just awarding monetary damages. This clause is essential for protecting sensitive business information and ensuring that breaches of confidentiality can be effectively remedied, thereby safeguarding the interests of the parties involved.
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Confidentiality; Specific Performance. (a) The Participant agrees with the Company that the Participant will not at any time, except in performance of the Participant’s obligations to the Company hereunder or with the prior written consent of the Company, directly or indirectly, reveal to any person, entity, or other organization (other than the Company, or its employees, officers, directors, stockholders, or agents) or use for the Participant’s own benefit any information deemed to be confidential by the Company or any of its Affiliates (“Confidential Information”) relating to the assets, liabilities, employees, goodwill, business, or affairs of the Company or any of its Affiliates, including, without limitation, any information concerning past, present, or prospective customers, manufacturing processes, marketing, operating, or financial data, or other confidential information used by, or useful to, the Company or any of its Affiliates and known (whether or not known with the knowledge and permission of the Company or any of its Affiliates and whether or not at any time prior to the Date of Grant developed, devised, or otherwise created in whole or in part by the efforts of the Participant) to the Participant by reason of the Participant’s employment with, equity holdings in, or other association with the Company or any of its Affiliates. The Participant further agrees that the Participant will retain all copies and extracts of any written Confidential Information acquired or developed by the Participant during any such employment, equity holding, or association in trust for the sole benefit of the Company, its Affiliates, and their successors and assigns. The Participant further agrees that the Participant will not, without the prior written consent of the Company, remove or take from the Company’s or any of its Affiliate’s premises (or if previously removed or taken, the Participant will promptly return) any written Confidential Information or any copies or extracts thereof. Upon the request and at the expense of the Company, the Participant shall promptly make all disclosures, execute all instruments and papers, and perform all acts reasonably necessary to vest and confirm in the Company and its Affiliates, fully and completely, all rights created or contemplated by this Section 6. The term “Confidential Information” shall not include information that is or becomes generally available to the public other than as a result of a disclosure by, or at the direction of, the Participant.
(b) The ...
Confidentiality; Specific Performance a. The Executive will not at any time (whether during or after his employment with the Company) disclose or use for his own benefit or 12 purposes, or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any other member of the Company Group, any Trade Secrets (as defined below) of the Company without first obtaining the written consent of the Company.
b. The Executive will not at any time during his employment with the Company or for a period of two (2) years after termination of his employment, disclose or use for his own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any other member of the Company Group, any Confidential Information (as defined below) of the Company or any other member of the Company Group which is disclosed to or learned by the Executive during employment with the Company. The Executive acknowledges that Confidential Information and materials developed by the Executive, or Confidential Information and materials received by the Company in confidence from third parties, are also included within the meaning and provisions of this Section.
c. As used herein, "Trade Secrets" means the whole or any portion or phase of technical information, design, process, procedure, formula or improvement known or used by the Company or any other member of the Company Group that is valuable and secret (in the sense that it is not generally known to competitors of the Company). To the extent consistent with the foregoing, Trade Secrets include (without limitation) the specialized information and technology that provide any member of the Company Group with an advantage over competitors or potential competitors in its industry.
Confidentiality; Specific Performance. Executive will not at any time (whether during or after his employment with the Company) disclose or use for his own benefit or purposes, or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any of its subsidiaries or affiliates, any trade secrets, information, data, or other confidential information relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans, or the business and affairs of the Company generally, or of any subsidiary or affiliate of the Company, provided that the foregoing shall not apply to information which is not unique to the Company or which is generally known to the industry or the public other than as a result of Executive's breach of this covenant. Executive agrees that upon termination of his employment with the Company for any reason, he will return to the Company immediately all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, in any way relating to the business 107 of the Company and its affiliates, except that he may retain personal notes, notebooks and diaries. Executive further agrees that he will not retain or use for his account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of the Company or its affiliates. Executive acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the provisions of this Section would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.
Confidentiality; Specific Performance. Executive will not at any time (whether during or after his employment with the Company) disclose or use for his own benefit or purposes, or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any of its subsidiaries or affiliates, any Trade Secrets of the Company without first obtaining the written consent of the Company. Executive will not at any time during his employment with the Company or for a period of two years after termination of his employment, disclose or use for his own benefit or purposes or the benefit or purposes, of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any of its subsidiaries or affiliates, any Confidential Information of the Company which is disclosed to or learned by Employee during employment with the Company. Employee acknowledges that Confidential Information and materials developed by Employee, or Confidential Information and materials received by the Company in confidence from third parties, are also included within the meaning of this Section.
Confidentiality; Specific Performance a. The CFO will not at any time (whether during or after his employment with the Company) disclose or use for his own benefit or purposes, or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any other member of the Company Group, any Trade Secrets (as defined below) of the Company without first obtaining the written consent of the Company.
b. The CFO will not at any time during his employment with the Company or for a period of two (2) years after termination of his employment, disclose or use for his own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any other member of the Company Group, any Confidential Information (as defined below) of the Company or any other member of the Company Group which is disclosed to or learned by the CFO during employment with the Company. The CFO acknowledges that Confidential Information and materials developed by the CFO, or Confidential Information and materials received by the Company in confidence from third parties, are also included within the meaning and provisions of this Section.
c. As used herein, "Trade Secrets" means the whole or any portion or phase of technical information, design, process, procedure, formula or improvement known or used by the Company or any other member of the Company Group that is valuable and secret (in the sense that it is not generally known to competitors of the Company). To the extent consistent with the foregoing, Trade Secrets include (without limitation) the specialized information and technology that provide any member of the Company Group with an advantage over competitors or potential competitors in its industry.
Confidentiality; Specific Performance a. The CFO will not at any time (whether during or after his employment with the Company) disclose or use for his own benefit or purposes, or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any other member of the Company Group, any Trade Secrets (as defined below) of the Company without first obtaining the written consent of the Company.
b. The CFO will not at any time during his employment with the Company or for a period of two (2) years after termination of his employment, disclose or use for his own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any other member of the Company Group, any Confidential Information (as defined below) of the Company or any other member of the Company Group which is disclosed to or learned by the CFO during employment with the Company. The CFO acknowledges that Confidential Information and materials developed by the CFO, or Confidential Information and materials received by the Company in confidence from third parties, are also included within the meaning and provisions of this Section.
c. As used herein, "Trade Secrets" means the whole or any portion or phase of technical information, design, process, procedure, formula or improvement known or used by the Company or any other member of the Company Group that is valuable and secret (in the sense that it is not generally known to competitors of the Company). To the extent consistent with the foregoing, Trade Secrets include (without limitation) the specialized information and technology that provide any member of the Company Group with an advantage over competitors or potential competitors in its industry.