Common use of Confidentiality Clause in Contracts

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement.

Appears in 11 contracts

Samples: Restricted Stock Unit Award Agreement (Cboe Global Markets, Inc.), Restricted Stock Unit Award Agreement (Cboe Global Markets, Inc.), Restricted Stock Unit Award Agreement (Cboe Global Markets, Inc.)

Confidentiality. Participant Executive acknowledges that the Corporation continued success of the Company depends upon the use and protection of a large body of confidential, proprietary, and/or trade secret information that (i) is related to the Company’s or an Affiliate may disclose its subsidiaries’ current or potential business and (ii) is not generally known or publicly available. All of such confidential, proprietary and trade secret information now existing or confidential information developed during Executive’s employment with the Company will be referred to Participant as “Confidential Information.” Confidential Information includes, without specific limitation, the confidential, proprietary and trade secret information, that is obtained by Executive during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance course of his or her duties) employment, and thereafter that relates to the business and affairs of the Company and its subsidiaries, or of customers of the Company, or to any of their development, transition and transformation plans, methodologies and methods of doing business, strategic, marketing and expansion plans, including plans regarding planned and potential sales, financial and business plans, confidential employee lists and contact information, compensation and incentive structures and strategies, or to their confidential sales information, including volumes, pricing, and margins, new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of providing service, products or support. Executive agrees that he or she shall not disclose, at any time (including after his employment ends), to any unauthorized person or use for his own account any of such Confidential Information without the prior written consent of the Corporation Company’s Board of Directors, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if unless and to the extent Participant that any Confidential Information is required to testify in a legislative, judicial (or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required permitted as provided below) to be disclosed by Participant by pursuant to any law, regulation applicable law or order of any court or regulatory commission, department or agency order. Participant further agrees that if Participant’s Service is terminated for any reason, Participant Confidential Information will not take, but will leave with be deemed to include information (i) that is or becomes available to the Corporation or an Affiliate, all records and papers and all matter public other than as a result of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes a breach of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations Agreement by Executive or any other person, (ii) that becomes available to Executive following termination of employment from a third party that has no confidentiality obligation to the Company related to such information, or (iii) that is independently developed by Executive following termination of employment from other sources of available information of whatever nature in the possession or control Executive’s general knowledge, without reference to or use of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant) Confidential Information. Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)) 2016, Participant the parties hereto acknowledge and agree that Executive shall not be held criminally have criminal or civilly liable civil liability under any federal Federal or state State trade secret law for the disclosure of a trade secret that (i) is made (x) in confidence either directly or indirectly to a federal Federal, state State, or local government official, either directly or indirectly, or to an attorney, attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (ii) is made in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant In addition, if Executive files a lawsuit or other action alleging for retaliation by the Corporation Company or an Affiliate any of its subsidiaries for reporting a suspected violation of law, Participant Executive may disclose the trade secret to his or her attorney and may use the trade secret information in the court proceeding or other action proceeding, if Participant Executive (A) files any document containing the trade secret under seal and (B) does not disclose the trade secret, except pursuant to court order. This paragraph will govern Executive has the right under federal law to certain protections for cooperating with or reporting legal violations to the extent it may conflict Securities Exchange Commission (“SEC”) and/or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement or otherwise is intended to prohibit Executive from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other provision such governmental entity or self-regulatory organization, and Executive may do so without notifying the Company. Neither the Company nor any of its subsidiaries may retaliate against Executive for any of these activities, and nothing in this Agreement Agreement or otherwise requires Executive to waive any monetary award or other payment that Executive might become entitled to from the SEC or any other governmental entity. Moreover, nothing in this Agreement or otherwise prohibits Executive from notifying the Company that Executive is going to make a report or disclosure to law enforcement.

Appears in 11 contracts

Samples: Retention Bonus Agreement (Nationstar Mortgage Holdings Inc.), Waiver and Release Agreement (Nationstar Mortgage Holdings Inc.), Waiver and Release Agreement (Nationstar Mortgage Holdings Inc.)

Confidentiality. Participant acknowledges that At any time during or after the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant Executive’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection employment with the proper performance of his or her duties) and thereafter Company, the Executive shall not, without the prior written consent of the Corporation Company, use, divulge, disclose or make accessible to any person other person, firm, partnership, corporation or other entity any material confidential or significant secret or confidential proprietary information concerning pertaining to the business of the Corporation Company, the Guarantor or an Affiliate any of their respective subsidiaries (“Confidential Information”). The Company acknowledges that, prior to his employment with the Company, the Executive has lawfully acquired extensive knowledge of the industries and businesses in which the Company engages and the Company’s and the Guarantor’s customers, and that was obtained by Participant in the course provisions of Participant this Section 10 are not intended to restrict the Executive’s Service use of such previously acquired knowledge. This paragraph shall not be applicable if and to Upon termination of the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant Executive’s Service is terminated employment with the Company for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, Executive shall return to the Company all records and papers Company property and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature written Confidential Information in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant Executive. Notwithstanding anything in this Agreement or any other Company document to the contrary, nothing the Executive shall be permitted, and the Company expressly acknowledges the Executive’s right, to divulge, disclose or make accessible to the Executive’s counsel any Confidential Information that, in the good faith judgment of the Executive (or the Executive’s counsel), is necessary or appropriate in order for counsel to evaluate the Executive’s rights, duties or obligations under this Agreement prohibits Participant or in connection with the Executive’s status as an officer and/or director of the Company, the Guarantor or any of their respective subsidiaries. In the event that the Executive receives a request or is required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information to a third party (other than his counsel), the Executive agrees to (a) promptly notify the Company in writing of the existence, terms and circumstances surrounding such request or requirement; (b) consult with the Company, at the Company’s request, on the advisability of taking legally available steps to resist or narrow such request or requirement; and (c) assist the Company, at the Company’s request and expense, in seeking a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained or that the Company requests no consultation or assistance from confidentially the Executive pursuant to this provision or otherwise communicating waives compliance with the provisions hereof, the Executive shall not be liable for such disclosure unless such disclosure was caused by or filing resulted from a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to previous disclosure by the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law Executive not permitted by this Agreement. In addition, nothing in this Agreement limits Participant is intended to restrict Executive’s right to receive an award from report to a governmental agency any alleged violations of the federal securities laws or regulatory entity for information provided other laws unrelated to such an entity (and not the employment laws specified in Section 8(e) as compensation for actual or alleged personal injury or damages applicable to Participant) the Executive. Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)) 2016, Participant Executive acknowledges that Executive shall not be held criminally have criminal or civilly liable civil liability under any federal Federal or state State trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence either directly or indirectly to a federal Federal, state State, or local government official, either directly or indirectly, or to an attorney , ; and (B) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (ii) is made in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant In addition, if Executive files a lawsuit or other action alleging for retaliation by the Corporation or an Affiliate Company for reporting a suspected violation of law, Participant Executive may disclose the trade secret to his or her Executive’s attorney and may use the trade secret information in the court proceeding or other action proceeding, if Participant Executive (1) files any document containing the trade secret under seal seal; and (2) does not disclose the trade secret, except pursuant to court order. This paragraph will govern order.ve, or to receive financial rewards from the extent it may conflict with any other provision of this Agreement government for such reporting.

Appears in 11 contracts

Samples: Employment Agreement (STORE CAPITAL Corp), Employment Agreement (STORE CAPITAL Corp), Employment Agreement (STORE CAPITAL Corp)

Confidentiality. Participant Executive recognizes and acknowledges that personal information and knowledge thereof regarding the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent customers of the Corporation Bank and its Affiliates are protected by state and federal law and the Privacy Principles of the Bank and its Affiliates, as amended from time to time (collectively, “Protected Customer Information”), and that customer lists, trade secrets, nonpublic financial information, and nonpublic past, present, planned or considered business activities of the Bank and its Affiliates and any plans for such business activities (collectively, “Proprietary Information”) are valuable, special and unique assets of the Bank. Executive will not, during or after the Employment Period, disclose any Protected Customer Information or Proprietary Information or his knowledge thereof to any person or entity Legal Entity other than the Bank of any material Affiliate, or significant secret use any Protected Customer Information or confidential Proprietary Information to the detriment of the Bank, any Affiliate or any of their respective customers or employees, or for the benefit of himself, any person or any Legal Entity, for any reason or purpose whatsoever. Notwithstanding the foregoing, Executive may (i) disclose and use information concerning that becomes publicly known through no wrongful act or omission of Executive, but only if the disclosure of such information is not restricted by any applicable state or federal laws or regulations and the information is not received from a person who was or is bound by an obligation not to disclose such information; (ii) disclose and use any financial, banking, business or economic principles, concepts or ideas that do not constitute Protected Customer Information or Proprietary Information; (iii) disclose any information regarding the business activities of the Corporation Bank or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and its Affiliates to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding governmental authority pursuant to an order of Congress, a formal written request made by such governmental authority; and (iv) disclose any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant Executive pursuant to an order or judicial process issued by any law a court of competent jurisdiction; provided, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate however, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict not prohibited by applicable state or federal law, Executive shall provide the Bank or the applicable Affiliate with any other provision at least ten (10) days’ prior written notice of his intention to disclose information pursuant to subparagraph (iii) or (iv) of this Agreement Section 8(c).

Appears in 11 contracts

Samples: Employment Agreement (BankFinancial CORP), Employment Agreement (BankFinancial CORP), Employment Agreement (BankFinancial CORP)

Confidentiality. Participant acknowledges Executive agrees that the Corporation Executive will not, directly or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that indirectly, subject to the following sentence use, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter make available, without the prior written consent of the Corporation sell, disclose or otherwise communicate to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant entity, other than in the course of Participant Executive’s Service. This paragraph shall not be applicable if assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the extent Participant Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed disclose by Participant by any applicable law, regulation or order legal process (provided that Executive provides the Company with prior notice of any court or regulatory commission, department or agency. Participant further agrees that if Participant the contemplated disclosure and cooperates at the Company’s Service is terminated for any reason, Participant will not take, but will leave cost with the Corporation Company in seeking a protective order or an Affiliate other appropriate protection of such information). The Company and Executive acknowledge that, all records and papers and all matter of whatever nature that bears secret or confidential information of notwithstanding anything to the Corporation or an Affiliate. For purposes of contrary contained in this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed pursuant to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate 18 USC § 1833(b), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall individual may not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret that is secret: (i) made in confidence to a government official, either directly or indirectly to a federal, state, or local government official indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law. Participant shall not be held criminally law or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made (ii) in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging The Company and Executive further acknowledge that an individual suing an employer for retaliation by based on the Corporation or an Affiliate for reporting of a suspected violation of law, Participant law may disclose the a trade secret to his or her attorney and use the trade secret information in the court proceeding or other action proceeding, if Participant files so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret, secret except pursuant to court order . This paragraph will govern to the extent it may conflict with any other provision of this Agreement .

Appears in 11 contracts

Samples: Employment Agreement (OptiNose, Inc.), Employment Agreement (OptiNose, Inc.), Employment Agreement (OptiNose, Inc.)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant Executive agrees that, subject during the Employment Period and thereafter, he shall hold and keep confidential any trade secrets, customer lists and pricing or other confidential information, or any inventions, discoveries, improvements, products, whether patentable practices, methods or not, directly or indirectly useful in or relating to the following sentence business of the Company or its subsidiaries as conducted by it from time to time, Participant as to which Executive shall at any time during the Employment Period become informed, and he shall not during his directly or her Service ( indirectly disclose any such information to any person, firm or corporation or use the same except in connection with the proper performance of his or her duties) business and thereafter, without the prior written consent affairs of the Corporation, disclose to any person Company or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service its subsidiaries. This paragraph The foregoing prohibition shall not be applicable if and apply to the extent Participant is required such information, knowledge or data (a) was publicly known at the time of disclosure to testify Executive, (b) becomes publicly known or available thereafter other than by any means in a legislative, judicial or regulatory proceeding pursuant to an order violation of Congress, any state or local legislature, a judge this Agreement, or an administrative law judge, or if such secret or confidential information (c) is required to be disclosed by Participant by any law, regulation Executive as a matter of law or order of pursuant to any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order . This paragraph will govern to the extent it may conflict with any other provision of this Agreement .

Appears in 11 contracts

Samples: Employment Agreement (Jarden Corp), Employment Agreement (Jarden Corp), Employment Agreement (Jarden Corp)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant The Executive hereby covenants and agrees that, subject to except as specifically requested or directed by the following sentence Company, Participant shall he will not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person not employed by the Company, or entity use in connection with engaging in competition with the Company, any material confidential or significant secret or confidential proprietary information concerning the business (as defined below) of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate Company. For purposes of this Agreement, the term “secret "confidential or confidential proprietary information ” shall " 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 9) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, but not be limited to without limitation, any the Company's financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, consulting solutions and processes, and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s other secrets and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any all other information of whatever 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 9 will not apply (i) in the possession or control course of the Corporation business of and for the benefit of the Company, (ii) if such confidential or an Affiliate proprietary information has become, that has not been published or disclosed through no fault of the Executive, generally known to the general public, or (iii) if the options industry, Executive is required by law to make disclosure (after giving the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that Company notice and an opportunity to contest such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant requirement). Notwithstanding anything in this Agreement to the contrary foregoing, nothing in this Agreement restricts or prohibits Participant the Executive from confidentially reporting possible violations of law or otherwise communicating regulation to any governmental agency or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or giving truthful testimony or from making other disclosures that are protected under state or federal law or regulation. The Executive does not need the prior authorization of the Company to a governmental make such reports or regulatory entity (in each case, without having disclosures. The Executive is not required to disclose notify the Company that the Executive has made any such conduct to the Corporation reports or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement disclosures.

Appears in 9 contracts

Samples: Change in Control Severance Agreement (CNX Coal Resources LP), Change in Control Severance Agreement (CNX Resources Corp), Change in Control Severance Agreement (CONSOL Energy Inc)

Confidentiality. Participant acknowledges that As a consequence of Executive’s employment by the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that Company, subject Executive will be privy to the following sentence highest level of confidential and proprietary business information of the Company and its affiliates, Participant not generally known by the public or within the industry and which, thereby, gives the Company and its affiliates a competitive advantage and which has been the subject of reasonable efforts by the Company and its affiliates to maintain such confidentiality. Except as required by law or as expressly authorized by the Company in furtherance of Executive’s employment duties, Executive shall not at any time, during his or her Service (except in connection Executive’s employment with the proper performance of his Company (whether or her duties not such employment continues beyond the Employment Term) and or thereafter, directly or indirectly use, disclose, or take any action which may result in the use or disclosure of, any Confidential Information. “Confidential Information” as used in this Agreement, includes all non-public confidential competitive, pricing, marketing, proprietary and other information or materials relating or belonging to the Company or any of its affiliates (whether or not reduced to writing), including without the prior written consent of the Corporation, disclose limitation all confidential or proprietary information furnished or disclosed to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was otherwise obtained by Participant Executive in the course of Participant Executive’s Service employment, and further includes without limitation: computer programs; patented or unpatented inventions, discoveries and improvements; marketing, organizational, operating and business plans; strategies; research and development; policies and manuals; sales forecasts; personnel information (including without limitation the identity of Company employees, their responsibilities, competence and abilities, and compensation); medical information about employees; pricing and nonpublic financial information; current and prospective customer lists and information on customers or their employees; information concerning planned or pending acquisitions, investments or divestitures; and information concerning purchases of major equipment or property. This paragraph shall Confidential Information does not be applicable if include information that lawfully is or becomes generally and to publicly known outside of the extent Participant is Company and its affiliates other than through Executive’s breach of this Agreement or breach by any person of some other obligation. Nothing herein prohibits Executive from disclosing Confidential Information as legally required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation validly issued subpoena or order of any a court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter administrative agency of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry competent jurisdiction, provided that such term Executive shall not include knowledge first promptly notify the Company if Executive receives a subpoena, skills, and information that is common to the trade court order or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose order requiring any such conduct disclosure, to allow the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required Company to do so under applicable law. In addition, nothing seek protection therefrom in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to advance of any such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement legally compelled disclosure.

Appears in 8 contracts

Samples: Executive Employment Agreement (Tronc, Inc.), Executive Employment Agreement (Tribune Publishing Co), Executive Employment Agreement (Tribune Publishing Co)

Confidentiality. Participant acknowledges In consideration for Executive’s employment by the Company, Executive agrees that the Corporation or an Affiliate may disclose secret or confidential information to Participant Executive shall, during the period of Participant Executive’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection employment with the proper performance of his or her duties) Company and thereafter, maintain the confidentiality of any and all information about the Company which is not generally known or available outside the Company, including without the prior written consent of the Corporation limitation, strategic plans, technical and operating know-how, business strategy, trade secrets, customer information, business operations and other proprietary information (“Confidential Information”), and Executive will not, directly or indirectly, disclose any Confidential Information to any person or entity, or use any Confidential Information, whether for Executive’s own benefit, the benefit of any new employer or any other person or entity or any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant other purpose, in the course of Participant’s Service any manner. This paragraph The foregoing shall not be applicable if and apply to information that (i) was known to the extent Participant public prior to its disclosure to Executive; (ii) becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any representative of Executive; or (iii) Executive is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed disclose by Participant by any applicable law, regulation or order legal process (provided that Executive provides the Company with prior notice of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave the contemplated disclosure and cooperates with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature Company at its expense in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing seeking a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, protective order or other document filed in a lawsuit or other proceeding, if appropriate protection of such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement information).

Appears in 8 contracts

Samples: Employment and Severance Agreement (Whiting Petroleum Corp), Executive Employment and Severance Agreement (Whiting Petroleum Corp), Executive Employment and Severance Agreement (Whiting Petroleum Corp)

Confidentiality. Participant Executive acknowledges that the Corporation or an Affiliate may disclose secret or confidential Company owns and shall own and has developed and shall develop proprietary information to Participant during concerning its business and the period business of Participant’s Service to enable Participant to perform his or her duties its subsidiaries and affiliates and each of their employees, customers and clients (“Proprietary Information”). Participant agrees that Such Proprietary Information includes, subject among other things, trade secrets, financial information, product plans, customer lists, marketing plans, systems, manuals, training materials, forecasts, inventions, improvements, know-how and other intellectual property, in each case, relating to the following sentence Company’s business. Executive shall, Participant shall not at all times, both during his or her Service (except in connection with employment by the proper performance of his or her duties) Company and thereafter, keep all Proprietary Information in confidence and trust and shall not use or disclose any Proprietary Information without the prior written consent of the Corporation Company, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant except as necessary in the ordinary course of Participant Executive’s Service duties. This paragraph Executive shall keep the terms of this Agreement in confidence and trust and shall not be applicable if and disclose such terms, except to the extent Participant is required to testify in a legislative Executive’s family, judicial or regulatory proceeding pursuant to an order of Congress accountants, any state or local legislature, a judge financial advisors, or an administrative law judge attorneys, or if such secret as otherwise authorized or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant The Parties acknowledge that pursuant to the Defend Trade Secrets Act of 2016 ( 18 U.S.C. 1833(b) the “DTSA”), Participant shall an individual may not be held criminally or civilly liable under any federal Federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a Federal, state or local governmental authority, either directly or indirectly to a federal, state, or local government official indirectly, or to an attorney , ; and (B) solely for the purpose of reporting or investigating a suspected violation of applicable law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (ii) is made in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit Under the DTSA, any employee, contractor, or other action alleging retaliation by consultant who is found to have wrongfully misappropriated trade secrets (as the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the terms “misappropriate” and “trade secret to his or her attorney and use the trade secret secret” are defined in the court proceeding or DTSA) may be liable for, among other action things, if Participant files any document containing the trade secret under seal exemplary damages and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement attorneys’ fees.

Appears in 8 contracts

Samples: Employment Agreement (BMC Stock Holdings, Inc.), Employment Agreement (BMC Stock Holdings, Inc.), Separation Agreement and General Release (BMC Stock Holdings, Inc.)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in During the course of Participant the Executive’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave employment with the Corporation or an Affiliate Company, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate Executive will have access to Confidential Information. For purposes of this Agreement, the term secret or confidential information Confidential Information shall include, but not be limited to, any and means all records, notes, memoranda, data, writings, research, personnel information, customer information ideas, clearing members’ information concepts, the Corporation’s and any Affiliate’s financial information and plans discoveries, trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, methods treatments, techniques drawings, systems sketches, formulas specifications, patents designs, plans, patterns, models, devices plans and strategies, compilations and all other confidential or proprietary information or trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to or arising from the past, current or potential business, activities and/or operations of the Company or any of its affiliates, including, without limitation, any such information relating to or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, raw partners and/or competitors. The Executive agrees that the Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other information of whatever nature than in the possession or control course of the Corporation Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or an Affiliate at any time thereafter, that has not been published any Confidential Information or disclosed other confidential or proprietary information received from third parties subject to a duty on the general public, Company’s and its subsidiaries’ and affiliates’ part to maintain the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that confidentiality of such term shall not include knowledge, skills information, and to use such information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary only for certain limited purposes, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity ( in each case, without having which shall have been obtained by the Executive during the Executive’s employment by the Company (or any predecessor). The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) if permitted by law, the Executive is required to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under by applicable law . In addition , nothing regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in this Agreement limits Participant’s right to receive an award from seeking a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, protective order or other document filed in a lawsuit or other proceeding, if appropriate protection of such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement information).

Appears in 8 contracts

Samples: Employment Agreement (General Maritime Corp / MI), Employment Agreement (General Maritime Corp / MI), Employment Agreement (Gener8 Maritime, Inc.)

Confidentiality. Participant Executive acknowledges and agrees that all nonpublic information concerning the business of the Company or any of its affiliates including without limitation, nonpublic information relating to it or its affiliates’ products, customer lists, pricing, trade secrets, patents, business methods and cost data, business plans, strategies, drawings, designs, nonpublic information regarding product development, marketing plans, sales plans, manufacturing plans, management organization (including but not limited to nonpublic data and other information relating to members of the Board, the Company or any of their affiliates or to management of the Company or any of its affiliates), operating policies or manuals, financial records, design or other nonpublic financial, commercial, business or technical information (i) relating to the Company or any of its affiliates or (ii) that the Corporation Company or an Affiliate any of its affiliates may disclose secret receive belonging to suppliers, customers or others who do business with the Company or any of its affiliates (collectively, the “Confidential Information”) is and shall remain the property of the Company. Executive recognizes and agrees that all of the Confidential Information, whether developed by Executive or made available to Executive, other than (i) information that is generally known to the public, (ii) information already properly in Executive’s possession on a non-confidential basis from a source other than the Company or its affiliates, which source to Executive’s knowledge is not prohibited from disclosing such information by a legal, contractual or other obligation of confidentiality to Participant the Company or its affiliates, or (iii) information that can be demonstrated by Executive to have been independently developed by Executive without the benefit of Confidential Information from the Company or its affiliates, is a unique asset of the business of the Company, the disclosure of which would be damaging to the Company. Accordingly, Executive agrees to use such Confidential Information only for the benefit of the Company. Executive agrees that during the period Employment Period and until the sixth anniversary of Participant the date of termination or expiration Executive’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection employment with the proper performance of his Company or her duties) and thereafter its affiliates, without the prior written consent of the Corporation Executive will not directly or indirectly, disclose to any person or entity any material Confidential Information, other than information described in clauses (i), (ii) and (iii) above, except as may be required in the ordinary course of business of the Company or significant secret as may be required by law or confidential information government authority. If disclosure of any Confidential Information is requested or required by legal process, civil investigative demand, formal or informal governmental investigation or otherwise, Executive agrees (i) to notify the Company promptly in writing so that the Company may seek a protective order or other appropriate remedy, and to cooperate fully, as may be reasonably requested by the Company, in the Company’s efforts to obtain such a protective order or other appropriate remedy, and (ii) shall comply with any such protective order or other remedy if obtained. Information concerning the business of the Corporation Company or an Affiliate any of its affiliates that was obtained by Participant in the course becomes public as a result of Participant Executive’s Service breach of this Section 6 shall be treated as Confidential Information under this Section 6. This paragraph shall not be applicable if and Notwithstanding any provision herein to the extent Participant is required to testify in a legislative contrary, judicial or regulatory proceeding pursuant to an order Executive may disclose the terms of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures extent necessary to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so enforce its rights under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement.

Appears in 8 contracts

Samples: Employment Agreement (Advaxis, Inc.), Employment Agreement (Advaxis, Inc.), Employment Agreement (Advaxis, Inc.)

Confidentiality. Participant Executive hereby acknowledges that the Corporation or an Affiliate may disclose secret or Company has made and will make available to Executive certain customer lists, product design information, performance standards and other confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential and/or proprietary information of the Corporation Company or an Affiliate licensed to the Company, including without limitation trade secrets, copyrighted materials and/or financial information of the Company (or any of its Affiliates), including without limitation, financial statements, reports and data (collectively, the “Confidential Material”); however, Confidential Material does not include any of the foregoing items which has become publicly known or made generally available through no wrongful act of Executive or of others who were under confidentiality obligations as to the item or items involved. For purposes Except as essential to Executive’s obligations under this Agreement, neither Executive nor any agent, employee, officer, or independent contractor of or retained by Executive shall make any disclosure of this Agreement, the term “secret or confidential information” shall include terms of this Agreement, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation Confidential Material. Except as essential to Executive’s obligations under this Agreement, neither Executive nor any agent, employee, officer, or an Affiliate independent contractor of or retained by Executive shall make any duplication or other copy of any of the Confidential Material. Immediately upon request from the Company, that has not been published or disclosed Executive shall return to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided Company all Confidential Material. Executive shall notify each person to whom any disclosure is made that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence, that the Confidential Material shall be kept in confidence either directly or indirectly by such person. Nothing contained in this Section 11 shall be construed as preventing Executive from providing Confidential Material in compliance with a valid court order issued by a court of competent jurisdiction, providing Executive takes reasonable steps to a federal, state, or local government official, or to an attorney, solely for the purpose prevent dissemination of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement Confidential Material.

Appears in 8 contracts

Samples: Employment Agreement (Basic Care Networks Inc), Employment Agreement (EastBridge Investment Group Corp), Employment Agreement (Basic Care Networks Inc)

Confidentiality. Participant acknowledges that Executive shall hold in a fiduciary capacity for the Corporation or an Affiliate may disclose benefit of the Company all secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his information, knowledge or her duties. Participant agrees that, subject data relating to the following sentence Company or any of its affiliates, Participant and their respective businesses, employees, suppliers or customers, which shall have been obtained by Executive during Executive’s employment by the Company and which shall not during his be or her Service become public knowledge ( except in connection “Confidential Information”). During the Term and after termination of Executive’s employment with the proper performance of his or her duties) and thereafter Company, Executive shall not, without the prior written consent of the Corporation Company or as otherwise may be required by law or legal process (provided, disclose that Executive shall give the Company reasonable notice of such process, and the ability to contest it) or as may be necessary, in Executive’s reasonable discretion, to discharge his duties to the Company, communicate or divulge any person or entity any material or significant secret or confidential information concerning Confidential Information to anyone other than the business of Company and those designated by it. Notwithstanding the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph above, this Agreement shall not be applicable if and prevent Executive from revealing evidence of criminal wrongdoing to the extent Participant is required to testify in a legislative, judicial law enforcement or regulatory proceeding pursuant to an prohibit Executive from divulging Confidential Information by order of Congress, any state court or local legislature, a judge agency of competent jurisdiction, or an administrative from making other disclosures that are protected under the provisions of law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency regulation. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing Nothing in this Agreement prohibits Participant Executive from confidentially reporting possible violations of federal law or otherwise communicating regulation to any governmental agency or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation including but not limited to the Department of Justice, or giving truthful testimony the Securities and Exchange Commission, Congress, and any Inspector General, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation. Executive does not need the prior authorization of the Company to a governmental or regulatory entity (in each case, without having to disclose make any such conduct to the Corporation reports or an Affiliate) disclosures, or from responding if properly subpoenaed or otherwise and Executive is not required to do so under applicable law notify the Company that Executive has made such reports or disclosure. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information Executive acknowledges and agrees that the Company has provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to Executive with written notice below that the Defend Trade Secrets Act of 2016 ( Act, 18 U.S.C. § 1833(b) ) , Participant shall not be held criminally or civilly liable under any federal or state trade secret law provides an immunity for the disclosure of a trade secret that is made to report suspected violations of law and/or in confidence either directly or indirectly to a federal an anti-retaliation lawsuit, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement. as follows:

Appears in 8 contracts

Samples: Employment Agreement (Innerworkings Inc), Employment Agreement (Innerworkings Inc), Employment Agreement (Innerworkings Inc)

Confidentiality. Participant acknowledges The Executive covenants and agrees with the Company that the Corporation or an Affiliate may disclose secret or confidential information to Participant he will not any time during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that Employment Term and thereafter, subject to the following sentence, Participant shall not during his or her Service ( except in connection with the proper performance of his obligations to the Company hereunder or her duties) and thereafter, without with the prior written consent of the Corporation Company, directly or indirectly, disclose to any person or entity any material or significant secret or confidential information concerning that he may learn or has learned by reason of his association with the business Company or any of its subsidiaries and affiliates. The term “confidential information” includes information not previously made generally available to the public or to the trade by the Company’s management, with respect to the Company’s or any of its subsidiaries’ or affiliates’ products, facilities, applications and methods, trade secrets and other intellectual property, systems, procedures, manuals, confidential reports, product price lists, customer lists, technical information, financial information (including the revenues, costs or profits associated with any of the Corporation Company’s products), business plans, prospects or an Affiliate that was obtained by Participant opportunities, but shall exclude any information which is or becomes generally available to the public or is generally known in the course industry or industries in which the Company operates other than as a result of Participant’s Service disclosure by the Executive in violation of his agreements under this Section 7.1. This paragraph shall not The Executive will be applicable if and released of his obligations under this Section 7.1 to the extent Participant the Executive is required to testify in a legislative disclose under any applicable laws, judicial regulations or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order directives of any court government agency, tribunal or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature authority having jurisdiction in the possession matter or control under subpoena or other process of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, law provided that the Executive provides the Company with prompt written notice of such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement requirement.

Appears in 7 contracts

Samples: Employment Agreement (Hardinge Inc), Employment Agreement (Hardinge Inc), Employment Agreement (Hardinge Inc)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in During the course of Participant the Executive’s Service. This paragraph shall not be applicable if employment and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave service with the Corporation or an Affiliate Company, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate Executive will have access to Confidential Information. For purposes of this Agreement, “Confidential Information” means the term “secret Company Group’s or its affiliates’ confidential information” shall include, but and/or proprietary information and/or trade secrets that have been developed or used and/or will be developed and that cannot be limited to obtained readily by third parties from outside sources, any including, by way of example and without limitation, all records, notes, memoranda, data, writings, research, personnel information, customer information ideas, clearing members’ information concepts, the Corporation’s and any Affiliate’s financial information and plans discoveries, trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, methods treatments, techniques drawings, systems sketches, formulas specifications, patents designs, patterns, models, devices plans and strategies, compilations and all other confidential or proprietary information or trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to or arising from the past, current or potential business, activities and/or operations of the Company Group or any of its affiliates, including, without limitation, any such information relating to or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, raw partners and/or competitors. The Executive agrees that the Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other information of whatever nature than in the possession or control course of the Corporation Executive’s assigned duties and for the benefit of the Company Group, either during the period of the Executive’s employment or an Affiliate service or at any time thereafter, that has not been published any Confidential Information or disclosed other confidential or proprietary information received from third parties subject to a duty on the general public, Company Group’s and its affiliates’ part to maintain the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that confidentiality of such term shall not include knowledge, skills information, and to use such information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary only for certain limited purposes, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity ( in each case, without having which shall have been obtained by the Executive during the Executive’s employment by or service to the Company (or any predecessor). The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and reasonably cooperates with the Company at the Company’s expense in seeking a protective order or other appropriate protection of such information). The terms and conditions of this Agreement shall remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any such conduct person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers, as to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney latter, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for disclosing the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation limitations on the Executive’s conduct imposed by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision provisions of this Agreement Section 9 who, in each case, agree to keep such information confidential.

Appears in 7 contracts

Samples: Employment Agreement (Solo Brands, Inc.), Employment Agreement (Solo Brands, Inc.), Employment Agreement (Solo Brands, Inc.)

Confidentiality. Participant acknowledges that During the Corporation term of this Agreement (including any extensions), and at all times thereafter, Executive shall maintain the confidentiality of all confidential or an Affiliate may disclose secret or confidential proprietary information to Participant during of the period Employer (“Confidential Information”), and, except (i) in furtherance of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that the Business, subject to (ii) in the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his duties, (iii) as directed or her duties authorized by the Employer, (iv) and thereafter as specifically required by law or by court order, without (v) to enforce or defend Executive’s rights under this Agreement or as a part of or in any arbitration or litigation that involves Executive, on the prior written consent one hand, and/or any of the Corporation Employer or any of its affiliates, on the other hand, or otherwise, or (vi) for disclosure to Executive’s advisors on a confidential basis, he shall not directly or indirectly disclose any such Confidential Information to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate third party. For purposes of this Agreement, “Confidential Information” includes, without limitation: client or customer lists, identities, contacts, business and financial information (excluding those of Executive prior to employment with Employer); investment strategies; pricing information or policies, fees or commission arrangements of the term “secret Employer; marketing plans, projections, presentations or confidential information” shall include, but not be limited to, any strategies of the Employer; financial and budget information of the Employer; new personnel acquisition plans; and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial other proprietary business related information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that which has not been published publicly disclosed by the Employer. This restriction shall apply regardless of whether such Confidential Information is in written, graphic, recorded, photographic, data or disclosed to the general public any machine-readable form or is orally conveyed to, the options industry or memorized by, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant Executive. Notwithstanding anything in this Agreement herein to the contrary, nothing in this Agreement prohibits Participant Confidential Information shall not be deemed to include information that (w) is or becomes generally available to the public other than as a result of a prohibited disclosure by Executive or at Executive’s direction or by any other person who directly or indirectly receives such information from confidentially Executive, (x) is or otherwise communicating or filing becomes available to Executive on a charge or complaint with non-confidential basis from a governmental or regulatory entity source which is entitled to disclose it to Executive, participating in a governmental or regulatory entity investigation (y) is previously known by Executive prior to his receipt of such information from the Employer, or giving truthful testimony (z) is information that is required to be disclosed in order to comply with any applicable law or making other disclosures court order. For the avoidance of doubt, Section 8(a) shall not interfere with Executive’s rights to a governmental retain copies of any documents or regulatory entity data relating to Executive’s compensation and benefits ( in each case including, without having limitation, copies of this Agreement, and side letters and any documents relating to disclose any such conduct to of Executive’s equity-based award rights or other compensation and benefits) and/or discuss the Corporation same with Executive’s immediate family or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law advisors on a confidential basis. In addition, nothing in this Agreement limits Participant’s right shall be interpreted or applied to receive prohibit Executive from disclosing matters that are protected under any applicable whistleblower laws, including reporting possible violations of laws or regulations, or responding to inquiries from, or testifying before, any governmental agency or self-regulating authority, all without notice to or consent from the Employer. Additionally, Executive is hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code provide that an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall individual cannot be held criminally or civilly liable under any federal or state trade secret law for the any disclosure of a trade secret that is made (1) in confidence to federal, state or local government officials, either directly or indirectly to a federal, state, or local government official indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law . Participant shall not be held criminally or civilly liable , (2) under any federal or state trade secret law for the disclosure of a trade secret made seal in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files or (3) to Executive’s attorney in connection with a lawsuit or other action alleging for retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose law (and the trade secret to his or her attorney and use the trade secret may be used in the court proceeding or other action, if Participant files proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and does not disclose the trade secret, secret is not disclosed except pursuant to court order . This paragraph will govern to the extent it may conflict with any other provision of this Agreement .

Appears in 6 contracts

Samples: Employment and Noncompetition Agreement (Sl Green Realty Corp), Employment and Noncompetition Agreement (Sl Green Operating Partnership, L.P.), Employment and Noncompetition Agreement (Sl Green Operating Partnership, L.P.)

Confidentiality. Participant (a) Executive acknowledges that, by reason of Executive’s employment by the Company, Executive will have access to confidential information of the Company, and/or its affiliates, including, without limitation, information and knowledge pertaining to products, inventions, discoveries, improvements, innovations, designs, ideas, trade secrets, proprietary information, manufacturing, packaging, advertising, distribution and sales methods, sales and profit figures, customer and client lists and relationships between the Company, and/or its affiliates, and dealers, distributors, sales representatives, wholesalers, customers, clients, suppliers and others who have business dealings with them (“Confidential Information”). Executive acknowledges that such Confidential Information is a valuable and unique asset of the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees Company, and/or its affiliates, and covenants that, subject both during and after the Employment Term, Executive will not disclose any Confidential Information to the following sentence, Participant shall not during his or her Service any person (except as Executive’s duties as an officer of the Company may require or as required by law or in connection with the proper performance of his a judicial or her duties administrative proceeding) and thereafter, without the prior written consent authorization of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business Board. The obligation of the Corporation or an Affiliate that was obtained confidentiality imposed by Participant in the course of Participant’s Service. This paragraph this Section 5.3 shall not be applicable if and apply to information that becomes generally known to the extent Participant is required to testify public through no act of Executive in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes breach of this Agreement . The Company and Executive acknowledge that, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed notwithstanding anything to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything contrary contained in this Agreement Agreement, pursuant to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate 18 USC § 1833(b), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall individual may not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret that is secret: (x) made in confidence to a government official, either directly or indirectly to a federal, state, or local government official indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law. Participant shall not be held criminally law or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made (y) in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging The Company and Executive further acknowledge that an individual suing an employer for retaliation by based on the Corporation or an Affiliate for reporting of a suspected violation of law, Participant law may disclose the a trade secret to his or her attorney and use the trade secret information in the court proceeding or other action proceeding, if Participant files so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret, secret except pursuant to court order . This paragraph will govern to the extent it may conflict with any other provision of this Agreement .

Appears in 6 contracts

Samples: Employment Agreement (Independence Realty Trust, Inc), Employment Agreement (Independence Realty Trust, Inc.), Employment Agreement (Independence Realty Trust, Inc)

Confidentiality. Participant Executive acknowledges and agrees that Executive’s work for the Corporation Company will bring Executive into close contact with many confidential affairs of the Company not readily available to the public, including plans for further developments or an Affiliate may disclose secret or confidential information to Participant activities by the Company. Executive agrees that during the period Term and at all times thereafter, Executive shall keep and retain in the strictest confidence all confidential matters (“Confidential Information”) of Participant the Company, including but not limited to, “know how,” sales and marketing information or plans; business or strategic plans; salary, bonus, or other personnel information; information about or concerning existing, new, or potential customers, franchisees, clients, or shareholders; trade secrets; pricing policies; operational methods; technical processes; inventions and research projects; and other business affairs of the Company, in each case that Executive may develop or learn in the course of Executive’s Service to enable Participant to perform his or her duties. Participant agrees that employment, subject to the following sentence, Participant and shall not remove such Confidential Information from the Company’s premises (other than for the purpose of working from home), use such Confidential Information for personal gain or disclose such Confidential Information to anyone outside of the Company, either during his or her Service after the Term, except ( except i) in connection good faith, in the course of performing Executive’s duties under this Agreement; (ii) with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate Board; (iii) it being understood that was obtained by Participant in the course of Participant’s Service. This paragraph Confidential Information shall not be applicable if and deemed to include any information that is or becomes generally available to the public other than as a result of disclosure by Executive; or (iv) to the extent Participant disclosure is required to testify in compelled by a legislative court of competent jurisdiction, judicial or regulatory proceeding pursuant to an order of Congress arbitrator, any state or local legislature, a judge agency, or an administrative law judge other tribunal or investigative body in accordance with any applicable statute, rule, or if regulation (but only to the extent any such secret disclosure is compelled, and no further). Further, nothing herein shall prevent Executive from cooperating with any investigation or confidential information is required to be disclosed inquiry conducted by Participant by the Equal Employment Opportunity Commission regarding any law, regulation employment practice or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information policy of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law Employers. In addition, nothing in this Agreement limits Participant’s right pursuant to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to Section 7 of the Defend Trade Secrets Act of 2016 ( which added 18 U.S.C. § 1833(b)), Participant Executive acknowledges that Executive shall not be held criminally have criminal or civilly liable civil liability under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence either directly or indirectly to a federal, state, or local government official, either directly or indirectly, or to an attorney, attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (B) is made in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or other action alleging retaliation create liability for disclosures of trade secrets that are expressly allowed by such section. Upon the Corporation termination of Executive’s employment with the Company, or an Affiliate for reporting a suspected violation of law at any time the Company may so request, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern Executive shall return to the extent it Company all tangible embodiments (in whatever medium) relating to Confidential Information and Work Product (as defined below) that Executive may conflict with any other provision of this Agreement then possess or have under Executive’s control.

Appears in 6 contracts

Samples: Executive Employment and Severance Agreement (Franchise Group, Inc.), Executive Employment and Severance Agreement (Franchise Group, Inc.), Executive Employment and Severance Agreement (Franchise Group, Inc.)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant The Executive hereby agrees that, subject to during the following sentence, Participant shall not during his or her Service Employment Period (except as reasonably necessary and appropriate in connection with the proper performance of carrying out his or her duties duties hereunder) and thereafter, without the prior written consent of the Corporation, disclose to he will hold in strict confidence any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and Confidential Information related to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records Company and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate its affiliates. For purposes of this Agreement, the term “ secret or confidential information Confidential Information” shall include mean all confidential or proprietary information of the Company or any of its affiliates (in whatever form) which is not generally known to the public, but not be limited to, including without limitation any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans inventions, processes, methods methods of distribution, techniques, systems, formulas, patents, models, devices, compilations customer lists or any other information of whatever nature in the possession customers’ or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant secrets. Notwithstanding anything Nothing in this Agreement or elsewhere shall prohibit, or otherwise restrict, the Executive from making truthful statements and disclosing documents and information: (i) when required to comply with applicable federal, state or local laws, pursuant to any subpoena or other written or oral request by any court or governmental authority, provided, that the Executive (a) notify the Company in writing and provide a copy to the contrary Company of such subpoena or other request if in writing, nothing and/or disclose the nature of the request for information if oral, within two (2) business days from the Executive’s actual notice of the service of such subpoena or other request, (b) consult with and assist the Company (at the Company’s reasonable request and sole expense) in this Agreement prohibits Participant seeking a protective order or request for other appropriate relief from confidentially disclosure, and (c) in the event that such protective order or otherwise communicating other relief is not obtained, shall disclose only that portion of the Confidential Information which, based on the written advice of the legal counsel selected by the Executive and paid for by the Company, is legally required to be disclosed; (ii) in confidence to an attorney or filing a charge or complaint with a governmental or regulatory entity other licensed tax and/or professional advisor, participating in a governmental or regulatory entity investigation subject, or giving truthful testimony or making other disclosures to a governmental or regulatory entity ( in each case, without having to disclose any that individual being informed of this confidentiality obligation and agreeing to keep such conduct to the Corporation or an Affiliate) information confidential, or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the sole purpose of reporting securing professional advice; or investigating a violation (iii) in good faith during the course of law. Participant shall not be held criminally or civilly liable any proceeding under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision Section 11(i)(ii) of this Agreement.

Appears in 6 contracts

Samples: Form of Employment Agreement (Aleris Ohio Management, Inc.), Employment Agreement (Aleris Ohio Management, Inc.), Employment Agreement (Aleris Corp)

Confidentiality. Participant acknowledges I agree that I will not, during my employment with the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service Company (except in connection with furtherance of the proper performance of his Company’s interests), or her duties) and thereafter at any time after employment terminates, without the prior written consent of the Corporation Company Vice President of Human Resources, disclose any Confidential Information to or use any person Confidential Information for, any third party or entity. This restriction prohibits me from, among other activities, engaging in or preparing to engage in developing, producing, marketing, distributing or selling lawn, garden, animal health, animal nutrition or pet related products for any business entity if that activity in any material way involves the use or significant secret disclosure of Company Confidential Information and diverting or attempting to divert any business or customers from the Company using Confidential Information. To the extent that any Confidential Information is determined by a court of competent jurisdiction to be confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in rather than a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such trade secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law . In addition , nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity ( the prohibition on use and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of that specific information shall be in effect for a period of three years after the termination of my employment with the Company; otherwise the prohibition shall last until the information ceases to be a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose (other than through any breach of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, secrecy by me or other document filed in third parties under a lawsuit or other proceeding duty of secrecy to the Company). In the event that after my employment with the Company ceases, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by I have any doubt about whether particular information may be used of disclosed, I will contact the Corporation or an Affiliate for reporting a suspected violation Company Vice President of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement Human Resources.

Appears in 6 contracts

Samples: Employment Agreement (Central Garden & Pet Co), Employment Agreement (Central Garden & Pet Co), Employment Agreement (Central Garden & Pet Co)

Confidentiality. Participant acknowledges The Executive covenants and agrees with the Company that the Corporation or an Affiliate may disclose secret or confidential information to Participant he will not at any time during the period Term of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that Employment and thereafter, subject to the following sentence, Participant shall not during his or her Service ( except in connection with the proper performance of his obligations to the Company hereunder or her duties) and thereafter, without with the prior written consent of the Corporation Company, directly or indirectly, disclose to any person or entity any material or significant secret or confidential information concerning that he may learn or has learned by reason of his association with the business Company or any of its subsidiaries and Affiliates. The term “confidential information” includes information not previously made generally available to the public or to the trade by the Company’s management, with respect to the Company’s or any of its subsidiaries’ or Affiliates’ products, facilities, applications and methods, trade secrets and other intellectual property, systems, procedures, manuals, confidential reports, product price lists, customer lists, technical information, financial information (including the revenues, costs or profits associated with any of the Corporation Company’s products), business plans, prospects or an Affiliate that was obtained by Participant opportunities, but will exclude any information which is or becomes generally available to the public or is generally known in the course industry or industries in which the Company operates other than as a result of Participant’s Service disclosure by the Executive in violation of his agreements under Section 7.1. This paragraph shall not The Executive will be applicable if and released of his obligations under this Section 7.1 to the extent Participant the Executive is required to testify in a legislative disclose under any applicable laws, judicial regulations or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order directives of any court government agency, tribunal or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature authority having jurisdiction in the possession matter or control under subpoena or other process of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, law provided that the Executive provides the Company with prompt written notice of such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement requirement.

Appears in 6 contracts

Samples: Executive Employment Agreement (Cyber Informatix, Inc.), Employment Agreement (China Interactive Education, Inc.), Executive Employment Agreement (Cyber Informatix, Inc.)

Confidentiality. Participant Employee acknowledges that the Corporation or an Affiliate Employer may disclose secret or confidential information to Participant Employee during the period of Participant’s Service Term to enable Participant him to perform his or her duties duties hereunder. Participant Employee agrees that, subject to the following sentence, Participant he shall not during his or her Service the Term (except in connection with the proper performance of his or her duties duties hereunder) and thereafter, without the prior written consent of the Corporation Employer, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate Employer that was obtained by Participant Employee in the course of Participant’s Service his employment by Employer. This paragraph shall not be applicable if and to the extent Participant Employee is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant Employee by any law, regulation or order of any court or regulatory commission, department or agency. Participant Employee further agrees that if Participant’s Service his employment by Employer is terminated for any reason, Participant he will not take take with him, but will leave with the Corporation or an Affiliate Employer, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate Employer. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate Employer’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate Employer, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry , ; provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement Employee.

Appears in 6 contracts

Samples: Employment Agreement (CBOE Holdings, Inc.), Employment Agreement (CBOE Holdings, Inc.), Employment Agreement (CBOE Holdings, Inc.)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) During Executive's employment hereunder and thereafter, without the prior written consent of the Corporation Executive shall hold in strict confidence any Proprietary or Confidential Information related to Company or its subsidiaries, except that Executive may disclose to any person or entity any material or significant secret or confidential such information concerning the business of the Corporation or an Affiliate that was obtained as required by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative law, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law court order, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate similar order. For purposes of this Agreement, the term “secret "Proprietary or confidential information” Confidential Information" shall include mean all information relating to Company, but not be limited to its subsidiaries or affiliates (such as business plans, any and all records trade secrets, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s or financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations of strategic importance to Company or any other information of whatever nature its subsidiaries or affiliates) that is not generally known in the possession or control of the Corporation or an Affiliate airline industry, that has not been published was learned, discovered, developed, conceived, originated or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, prepared during Executive's employment with Company and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not which would be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern harmful to the extent it may conflict with business prospects, financial status or reputation of Company or its subsidiaries or affiliates at the time of any other provision of this Agreement disclosure by Executive.

Appears in 6 contracts

Samples: Employment Agreement (Continental Airlines Inc /De/), Employment Agreement (Continental Airlines Inc /De/), Employment Agreement (Continental Airlines Inc /De/)

Confidentiality. Participant acknowledges that Employee will hold in a fiduciary capacity for the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period benefit of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that Corporation, subject to the following sentence its affiliates, Participant subsidiaries, related entities, and designees, and shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the other than Corporation or an Affiliate that was persons or entities designated by Corporation, any secret, confidential or proprietary information, knowledge, data and/or information, patents, trade secrets, customer identities, marketing and other business methods, techniques, processes, practices, procedures, plans and strategies regarding Corporation, its subsidiaries and affiliated corporations or business enterprises, and their customers obtained by Participant Employee in the course of Participant’s Service. This paragraph shall not be applicable if Employee's employment with Corporation, and any other secret, confidential or proprietary information pertaining to Corporation, its parent, subsidiaries and affiliated corporations or business enterprises, and their customers, during the term of this Agreement and five (5) years after Employee's termination of employment with Corporation, unless Corporation in writing consents to the extent Participant contrary. Notwithstanding the foregoing, Employee shall have no confidentiality obligation with respect to information that: (a) was legally in the public domain prior to the time of disclosure to the Employee, (b) is now or subsequently becomes generally available to the public through no fault of Employee; or (c) is required to testify in a legislative by law, judicial regulation, rule, act, or regulatory proceeding pursuant to an order of Congress, any state governmental authority or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required agency to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement Employee.

Appears in 6 contracts

Samples: Employment Agreement (Specialized Health Products International Inc), Employment Agreement (Specialized Health Products International Inc), Employment Agreement (Specialized Health Products International Inc)

Confidentiality. Participant (i) The Executive acknowledges and agrees that (i) by virtue of his employment, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Employer’s Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Employer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that the Corporation or preservation and protection of Confidential Information is an Affiliate may disclose secret or confidential information to Participant during the period essential part of Participant’s Service to enable Participant to perform his or her duties. Participant agrees duties of employment and that, subject as a result of his employment with the Employer, he has a duty of fidelity, loyalty, and trust to the following sentence Employer in safeguarding Confidential Information. The Executive further agrees that he will use his best efforts, Participant shall not during his or her Service (except in connection with exercise utmost diligence, and take all steps necessary to protect and safeguard Confidential Information, whether such information derives from the proper performance of his or her duties) and thereafter Executive, without the prior written consent other employees of the Corporation Employer, disclose Customers, Prospective Customers, or vendors or suppliers of the Employer, and that he will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity any material or significant secret otherwise employ Confidential Information, either for his own benefit or confidential information concerning for the business benefit of the Corporation or an Affiliate that was obtained by Participant another, except as required in the ordinary course of Participant’s Service. This paragraph shall not be applicable if and his employment by the Employer, except to the extent Participant that the communication of such Confidential Information is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state a compulsory proceeding in which the Executive’s failure to provide such information would subject the Executive to criminal or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency civil sanctions. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing Nothing in this Agreement prohibits Participant the Executive from confidentially reporting possible violations of federal law or otherwise communicating regulations to any governmental agency or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation including but not limited to, or giving truthful testimony the Department of Justice, the Securities and Exchange Commission, Congress, and/or any agency Inspector General, or making other disclosures to a governmental that are protected under the whistleblower provisions of federal law or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law regulation. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall Executive may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that that: (a) is made (i) in confidence either directly or indirectly to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (b) is made in a complaint, complaint or other document that is filed under seal in a lawsuit or other proceeding , if . The Executive is not required to obtain the Employer’s prior authorization to make any such filing is made under seal report or disclosure or to notify the Employer that such report or disclosure has been made. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern Subject to the extent it may conflict with preceding, the Executive shall follow all Employer policies and procedures to protect all Confidential Information and shall take any other provision additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of this Agreement any Confidential Information.

Appears in 5 contracts

Samples: Change in Control Severance Agreement (Bear State Financial, Inc.), Change in Control Severance Agreement (Bear State Financial, Inc.), Change in Control Severance Agreement (Bear State Financial, Inc.)

Confidentiality. Participant acknowledges b. . Executive agrees that the Corporation Executive will not, directly or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that indirectly, subject to the following sentence use, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter make available, without the prior written consent of the Corporation sell, disclose or otherwise communicate to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant entity, other than in the course of Participant Executive’s Service. This paragraph shall not be applicable if assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the extent Participant Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed disclose by Participant by any applicable law, regulation or order legal process (provided that Executive provides the Company with prior notice of any court or regulatory commission, department or agency. Participant further agrees that if Participant the contemplated disclosure and cooperates at the Company’s Service is terminated for any reason, Participant will not take, but will leave cost with the Corporation Company in seeking a protective order or an Affiliate other appropriate protection of such information). The Company and Executive acknowledge that, all records and papers and all matter of whatever nature that bears secret or confidential information of notwithstanding anything to the Corporation or an Affiliate. For purposes of contrary contained in this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed pursuant to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate 18 USC § 1833(b), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall individual may not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret that is secret: (i) made in confidence to a government official, either directly or indirectly to a federal, state, or local government official indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law. Participant shall not be held criminally law or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made (ii) in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging The Company and Executive further acknowledge that an individual suing an employer for retaliation by based on the Corporation or an Affiliate for reporting of a suspected violation of law, Participant law may disclose the a trade secret to his or her attorney and use the trade secret information in the court proceeding or other action proceeding, if Participant files so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret, secret except pursuant to court order . This paragraph will govern to the extent it may conflict with any other provision of this Agreement .

Appears in 5 contracts

Samples: Employment Agreement (OptiNose, Inc.), Employment Agreement (OptiNose, Inc.), Employment Agreement (OptiNose, Inc.)

Confidentiality. Participant acknowledges that Throughout any period during which Employee is an employee of the Corporation or an Affiliate may disclose secret or confidential information to Participant during the Company, and for a period of Participant ten (10) years after the date Employee shall cease for any reason whatsoever to be an employee of the Company (the “Employment Cessation Date”), or as otherwise protected by applicable law including the Virginia Uniform Trade Secrets Act, whichever is longer, Employee agrees not to disclose, communicate, publish or divulge to any third party or use, or permit others to use, any Confidential Information of the Company except that Employee understands that Employee’s Service continuing duty of confidentiality does not restrict Employee’s ability to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection communicate directly with the proper performance of his United States Securities and Exchange Commission (“SEC”) about a potential securities law violation or her duties) and thereafter, without to communicate with the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any agency Inspector General and/or any other administrative or governmental agency about a potential violation of federal or state law or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate regulation. For the purposes of this Agreement, the term secret or confidential information Confidential Information” shall include mean all information disclosed to Employee, but or known to Employee as a consequence of or through this employment, where such information is not be limited to generally known by the public or was regarded or treated as proprietary by the Company (including, any without limitation, personal, financial, private or sensitive information concerning the Company’s executives, directors, employees customers and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information suppliers, the Corporation Company’s and any Affiliate’s financial information and plans, processes, methods , techniques , systems, formulas designs and know-how, patents names of referral sources, models customer records, devices customer lists, compilations business plans and practices, marketing methods, financials, strategies, pricing, budgets, forecasts, contracts and plans (including, without limitation, long-term and strategic plans) or any other non-public information of whatever nature in the possession or control of the Corporation or an Affiliate which, that has not been if used, divulged, published or disclosed by Employee, would be reasonably likely to provide a competitive advantage to a competitor). Upon termination of Employee’s employment with the Company for any reason, Employee shall immediately return to the general public, Company all of the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case Company’s property including, without having to disclose any such conduct to the Corporation limitation, all Confidential Information, in Employee’s possession or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement control.

Appears in 5 contracts

Samples: Severance Agreement (Lumber Liquidators Holdings, Inc.), Severance Agreement (Lumber Liquidators Holdings, Inc.), Severance Agreement (Lumber Liquidators Holdings, Inc.)

Confidentiality. Participant The Executive acknowledges that he will be making use of, acquiring, and/or adding to Confidential Information of the Corporation Company of a special and unique nature and value. The Executive covenants and agrees that he shall keep and maintain such Confidential Information strictly confidential and shall not, anywhere in the world, at any time, directly or an Affiliate may disclose secret indirectly, for himself, or confidential information to Participant during on behalf of any person, firm, partnership or corporation, or otherwise, except as otherwise directed by the period of Participant’s Service to enable Participant Company, or necessary to perform his obligations under this Agreement, divulge or her duties. Participant agrees that disclose for any purpose whatsoever, subject to the following sentence any Confidential Information that has been obtained by, Participant shall not during or disclosed to, him as a result of his or her Service (except in connection relationship with the proper performance of his or her duties) and thereafter, without Company. This Agreement specifically prohibits the prior written consent of the Corporation, disclose Executive from disclosing to any person person, firm, partnership or entity any material corporation or significant secret otherwise, trade secrets or confidential information concerning other Confidential Information relating to the business of the Corporation Company. “Confidential Information” as used herein shall mean any and all information regarding or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and relating to the extent Participant is required to testify in a legislative business affairs of the Company, judicial or regulatory proceeding pursuant to an order of Congress including without limitation any and all financial, technical, trade secret, and any state or local legislature, a judge, or an administrative law judge, or if such secret other proprietary or confidential information is required (written or oral); provided however, “Confidential Information” shall not include information which (i) was or becomes generally available to be disclosed the public other than as a result of a disclosure by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes Executive in violation of this Agreement ; (ii) was or is developed by the Executive independently of and without reference to any Confidential Information; or (iii) was, the term “secret is or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed becomes available to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing Executive on a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award non-confidential basis from a governmental third party who is not prohibited from transmitting such information by a contractual, legal or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement fiduciary duty.

Appears in 5 contracts

Samples: Executive Consulting Agreement (Star Gold Corp.), Executive Consulting Agreement (Star Gold Corp.), Executive Consulting Agreement (Star Gold Corp.)

Confidentiality. Participant acknowledges that A. In the Corporation course of his employment, Employer or an Affiliate any of its subsidiaries may disclose secret or make known to Executive, and Executive may be given access to or may become acquainted with, certain information, trade secrets or both, including but not limited to confidential information and trade secrets regarding tapes, computer programs, designs, skills, procedures, formulations, methods, documentation, drawings, facilities, customers, policies, marketing, pricing, customer lists and leads, and other information and know-how, all relating to Participant during or useful in Employer’s business or the period business of Participant’s Service its subsidiaries and/or affiliates (collectively, the “Information”), and which Employer considers proprietary, desires to enable Participant to perform his or her duties maintain confidential and is not in the public domain. Participant agrees that During the Employment Period and at all times thereafter, subject to the following sentence, Participant Executive shall not during his in any manner, either directly or her Service (except in connection with the proper performance of his or her duties) and thereafter indirectly, without the prior written consent of the Corporation divulge, disclose or communicate to any person or entity firm, except to or for Employer’s benefit as directed by Employer or except as required by applicable law or court process (but only after giving Employer written notice so that Employer may attempt to obtain a protective order), any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant Information which he may have acquired in the course of Participant or as an incident to his employment by Employer, the parties agreeing that such information affects the successful and effective conduct of Employer’s Service. This paragraph shall not be applicable if business and to the extent Participant is required to testify in a legislative its goodwill, judicial or regulatory proceeding pursuant to an order of Congress, and that any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information breach of the Corporation or an Affiliate. For purposes terms of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that Section 6 is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision material breach of this Agreement.

Appears in 5 contracts

Samples: Executive Employment Agreement (Todhunter International Inc), Executive Employment Agreement (Todhunter International Inc), Executive Employment Agreement (Todhunter International Inc)

Confidentiality. Participant acknowledges Executive hereby covenants and agrees that Executive must keep confidential and not, directly or indirectly, divulge to any unauthorized person or use or otherwise appropriate for their own benefit, any confidential or proprietary information or documents of or relating to any Company Entity, including, without limitation, the following: all Intellectual Property Rights of any Company Entity; confidential records, computer software programs or any portions or logic comprising said programs; terms of Contracts; pricing information, customer or supplier lists, marketing information or sales techniques; and planning and financial information of any Company Entity (hereinafter referred to as the “Confidential Information”). In the event that the Corporation Executive is requested or required (by oral question or request for information or documents in any Action) to disclose any Confidential Information, Executive shall notify the Company promptly of the request or requirement so the Company, as applicable, may seek an Affiliate appropriate protective order or waive compliance with the provisions of this Section 9.02(d). If, in the absence of a protective order or the receipt of a waiver hereunder, Executive believes in good faith that Executive is compelled by Law to disclose any such Confidential Information, the Executive may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and such Confidential Information to the extent Participant is required by Law; provided, however, that Executive shall use Executive’s commercially reasonable efforts to testify in a legislative, judicial or regulatory proceeding pursuant to obtain an order or other assurance that confidential treatment will be accorded to such portion of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is Confidential Information required to be disclosed by Participant by as the Company shall reasonably request. Executive hereby acknowledges and agrees that the prohibitions against disclosure of Confidential Information recited herein are in addition to, and not in lieu of, any law, regulation rights or order remedies that Executive or the Company may have available pursuant to the Laws of any court jurisdiction or regulatory commission, department at common law to prevent the disclosure of trade secrets or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel proprietary information, customer information, clearing members’ information, and the Corporation’s enforcement by Company of its rights and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed remedies pursuant to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally construed as a waiver of any other rights or civilly liable under any federal or state trade secret law for the disclosure of a trade secret available remedies that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of possess in law or equity absent this Agreement.

Appears in 5 contracts

Samples: Executive Employment (Specialty Building Products, Inc.), Executive Employment (Specialty Building Products, Inc.), Executive Employment (Specialty Building Products, Inc.)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant Executive hereby covenants and agrees that, subject to except as specifically requested or directed by the following sentence Company, Participant shall he will not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person not employed by the Company, or entity use in connection with engaging in competition with the Company, any material confidential or significant secret or confidential proprietary information concerning the business (as provided below) of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate Company. For purposes of this Agreement, the term “ secret confidential or confidential proprietary information” shall 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 9) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, but not be limited to without limitation, any the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, consulting solutions and processes, and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s other secrets and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any all other information of whatever a confidential or proprietary nature in which is protected by the possession or control Uniform Trade Secrets Act. For purposes of the Corporation or an Affiliate, that has not been published or disclosed to the general public preceding two sentences, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement. term

Appears in 5 contracts

Samples: Change in Control Severance Agreement (Massey Energy Co), Change in Control Severance Agreement (Massey Energy Co), Control Severance Agreement (Massey Energy Co)

Confidentiality. Participant acknowledges The Company and the Executive acknowledge that each of Premier and the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees Company competes in a highly competitive industry and in competitive markets and that, subject as an executive officer of the Company, the Executive may have access to proprietary and confidential information, technical information and trade secrets of Premier, the following sentence, Participant shall not during his or her Service (except in connection with Company and/or a Subsidiary. During the proper performance term of his or her duties) the Executive's employment hereunder and thereafter, the Executive agrees that he will not, without the prior written consent of the Corporation Company, disclose or permit any person under his control to disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and properly entitled to the extent Participant is required to testify information or use in a legislative, judicial any way for his own benefit or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order the benefit of any court other person or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement entity other than Premier, the term “ Company or any Subsidiary any confidential or proprietary information or technical information or any trade secret of or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information relating to Premier, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations Company or any Subsidiary other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and than (a) information that is common to the trade publicly disseminated or profession of Participant. Notwithstanding anything in this Agreement to the contrary (b) as required by any court, nothing in this Agreement prohibits Participant from confidentially supervisory authority, administrative agency or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with Notwithstanding any other provision herein, the provisions of this Agreement Section 7 shall survive termination of employment under this Agreement pursuant to Section 6 hereof and/or termination of this Agreement by reason of a Failure to Renew pursuant to Section 2(b) hereof.

Appears in 5 contracts

Samples: Employment Agreement (Premier National Bancorp Inc), Employment Agreement (Premier National Bancorp Inc), Employment Agreement (Premier National Bancorp Inc)

Confidentiality. Participant acknowledges that During the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) Employment Period and thereafter, without the prior written consent of the Corporation Executive shall keep confidential and not divulge any Confidential Information, disclose or allow any Confidential Information to be disclosed, published, communicated, or made available, in whole or part, to any person or entity any material or significant secret or confidential information concerning whatsoever. Except as required in the business performance of the Corporation Executive’s authorized employment duties to the Company, Executive shall not access or an Affiliate that was obtained by Participant use any Confidential Information, or copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company. Nothing herein shall prevent disclosure of Confidential Information (i) in the course of Participant Executive performing Executive’s Service. This paragraph shall not be applicable if and duties hereunder or otherwise complying with this Agreement, (ii) with the Company’s prior written consent; (iii) to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, that any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is in the public domain other than as a result of Executive’s breach of any of his obligations hereunder; or (iv) where required to be disclosed by Participant by any law, regulation regulation, stock exchange rule, court order, subpoena or order other government process. If Executive shall be required to make disclosure pursuant to the provisions of any court or regulatory commission clause (iv) of the preceding sentence, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take Executive promptly, but will leave in no event more than 48 hours after learning of such court order, subpoena or other government process, shall notify the Company in writing (which may be by e-mail) and, at the Company’s expense, Executive shall: (x) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such court order, subpoena or other government process and (y) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the Corporation enforcement thereof. “Confidential Information” means all information concerning the Company not generally known to the public, in spoken, printed, electronic or an Affiliate any other form or medium, all records including, without limitation, information relating directly or indirectly to: business processes, practices, methods, research, techniques, terms of agreements, transactions and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement potential transactions, the term “secret or confidential information” shall include know-how, but not be limited to trade secrets, any and all records computer programs, notes, memoranda databases, data, writings technologies, research manuals, personnel supplier information, customer information, clearing members’ financial information, the Corporation’s and any Affiliate’s financial information and employee lists, algorithms, product plans, processes designs, methods inventions, techniques unpublished patent applications, systems original works of authorship, formulas discoveries, patents, models, devices, compilations of the Company or its businesses or any existing or prospective customer, supplier, investor or other information associated third party, or of whatever nature in the possession any other person or control of the Corporation or an Affiliate, entity that has not been published or disclosed entrusted information to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything Company in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement confidence.

Appears in 5 contracts

Samples: Employment Agreement (NB Merger Corp.), Employment Agreement (Nuvve Holding Corp.), Employment Agreement (Nuvve Holding Corp.)

Confidentiality. Participant acknowledges Executive hereby agrees to hold in strict confidence and not to disclose or make available to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, any Confidential Information (as defined below). Upon termination of Executive’s employment with the Company, all Confidential Information in Executive’s possession that the Corporation is in written or an Affiliate may disclose secret other tangible form (together with all copies or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that duplicates thereof, subject including computer files) shall be returned to the following sentence, Participant Company and shall not during his be retained by Executive or her Service furnished to any third party, in any form except as provided herein; provided, however, that Executive shall not be obligated to treat as confidential, or return to the Company copies of any Confidential Information that ( except i) was publicly known at the time of disclosure to Executive, (ii) becomes publicly known or available thereafter other than by any means in connection with violation of this Agreement or any other duty owed to the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to Company by any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge entity, or an administrative law judge, or if such secret or confidential information (iii) is required lawfully disclosed to be disclosed Executive by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate a third party. For purposes of this Agreement, the term “ secret or confidential information Confidential Information” shall include mean information disclosed to Executive or known by Executive as a consequence of or through his or her relationship with the Company, but not be limited to about the customers, any and all records employees, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, business methods, techniques public relations methods, systems organization, formulas procedures or finances, patents including, models without limitation, devices, compilations or any other information of whatever nature in the possession or control relating to customer lists, of the Corporation or an Affiliate, Company and its affiliates. Executive understands that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)) 2016, Participant Executive shall 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 (i) in confidence either directly or indirectly to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (B) is made in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit In addition, nothing in this Agreement shall be interpreted or applied to prohibit Executive from making any good faith report to any governmental agency or other action alleging retaliation by the Corporation governmental entity concerning any acts or an Affiliate for reporting omissions that Executive may believe to constitute a suspected possible violation of law federal or state law or making other disclosures that are protected under the whistleblower provisions of applicable federal or state law or regulation. Further, Participant this Agreement does not limit your ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding be conducted by any government agency, including providing documents or other action information, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern without notice to the extent Company nor does it limit any right you may conflict with have to receive an award for information provided to any other provision of this Agreement government agencies.

Appears in 5 contracts

Samples: Retention Agreement (Retail Properties of America, Inc.), Retention Agreement (Retail Properties of America, Inc.), Retention Agreement (Retail Properties of America, Inc.)

Confidentiality. Participant Employee recognizes and acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant Proprietary Information (as hereinafter defined) is a valuable, special and unique asset of the Company and its affiliates. As a result, both during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) Term and thereafter , Employee shall not, without the prior written consent of the Corporation Company, disclose for any reason either directly or indirectly divulge to any person third-party or entity use for his own benefit, or for any material or significant secret or confidential information concerning purpose other than the business exclusive benefit of the Corporation Company and its affiliates, any confidential, proprietary, business and technical information or an Affiliate that was trade secrets of the Company or of any subsidiary or affiliate of the Company (“Proprietary Information”) revealed, obtained by Participant or developed in the course of Participant’s Service. This paragraph shall not be applicable if his employment with the Company, unless and to the extent Participant the Proprietary Information becomes generally known to and available for use by the public other than as a result of Employee’s acts or omissions. In the event that the Employee is requested or required (by oral questions, interrogatories, requests for Proprietary Information or documents in a court or administrative proceeding, subpoena, civil investigative demand or other similar process) to disclose any Proprietary Information, the Employee will provide the Company prompt notice of any such request or requirement so that the Company may, at the Company’s expense, seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other similar remedy or the receipt of a waiver from the Company, the Employee reasonably determines that disclosure of Proprietary Information is required to testify in a legislative comply with such process or applicable law, judicial or regulatory proceeding pursuant the Employee may, without liability under this Agreement, disclose to an order the appropriate authority only that portion of Congress the Proprietary Information which, any state or local legislature on advice of counsel, a judge, or an administrative law judge, or if such secret or confidential information he reasonably believes he is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement disclose.

Appears in 5 contracts

Samples: Employment Agreement (Eco Science Solutions, Inc.), Employment Agreement (Eco Science Solutions, Inc.), Employment Agreement (Eco Science Solutions, Inc.)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during During the period of Participant’s Service his employment and for a period of six (6) months from the Date of Termination hereunder, the Executive shall keep confidential and shall not divulge to enable Participant any other party or use for the Executive's benefit, directly or indirectly, any and all private, secret and confidential information relating to perform his such matters as the finances, methods of operation and competition, pricing, marketing plans and strategies, equipment and operational requirements and information of the Company, other than such information which (a) is or her duties. Participant agrees that, subject becomes generally available to the following sentence, Participant shall not during his public other than as a result of a disclosure by Executive or her Service ( except in connection with the proper performance of his or her duties b) and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant law or by any law a judicial, regulation or order of any court administrative or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement authority.

Appears in 4 contracts

Samples: Employment Agreement (Capital Beverage Corp), Employment Agreement (Capital Beverage Corp), Employment Agreement (Capital Beverage Corp)

Confidentiality. Participant 10.1 School hereby acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period performance of Participant’s Service to enable Participant to perform his the Services hereunder, School may obtain information which is highly confidential or her duties. Participant agrees that proprietary, subject concerns the business or affairs of Foundation or its affiliates, and is not generally available to the following sentence public, Participant shall including, without limitation, employee, customer, subscriber or provider data; medical information; trade secrets; ; business plans; methods and procedures of operation; the Program Materials (as defined in Exhibit B); and similar proprietary information. School shall: (i) treat, and obligate its Key Personnel to treat, as confidential all such information, whether or not during his or her Service identified as confidential; ( except ii) use such information only in connection with the proper performance of his Services to be provided under this Agreement and for no other purpose; and (iii) not disclose or her duties) and thereafter distribute any such information or make available any reports, without the prior written consent of the Corporation recommendations, disclose or work product which is produced for Foundation to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge entity, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by use it in any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement manner whatsoever.

Appears in 4 contracts

Samples: Agreement, Agreement, Agreement

Confidentiality. Participant Executive acknowledges that as part of Executive’s employment with the Corporation Company, Executive has had access to and will continue to have access to Confidential Information. Executive recognizes that in order to guard the legitimate interests of the Company, it is necessary for it to protect all Confidential Information. Executive agrees to keep secret all Confidential Information to which Executive has had or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that have access, subject to the following sentence, Participant and shall not during his use for Executive's own benefit or her Service (except in connection with the proper performance benefit of his any third party, or her duties) and thereafter disclose, without the prior written consent of the Corporation, disclose such Confidential Information to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant except (i) in the course of Participant’s Service. This paragraph shall not be applicable if of, and to the extent Participant is required to testify in a legislative perform, judicial or regulatory proceeding pursuant Executive’s duties for the Company, (ii) to an order of Congress, any state or local legislature, a judge the extent required by applicable law, or an administrative law judge (iii) to Executive’s personal advisors, or if to the extent such secret or confidential information is required advisors agree to be disclosed bound by Participant by this provision. This obligation is understood to be in addition to any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with protection the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not Company may be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed entitled to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing Confidential Information shall not include any information that is within the public domain or enters the public domain through no act of the Executive. Nothing in this Agreement limits Participant’s right agreement prohibits Executive from reporting an event that Executive reasonably and in good faith believes is a violation of law to receive the relevant law-enforcement agency, or from cooperating in an award from investigation conducted by such a governmental government agency. This may include disclosure of Trade Secret or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to Confidential Information within the limitations permitted by the Defend Trade Secrets Act of 2016 ( 18 U.S.C. 1833(b DTSA) ) . You are notified that under the DTSA, Participant shall not no individual will be held criminally or civilly liable under any federal Federal or state State trade secret law for the disclosure of a trade secret (as defined in the Economic Espionage Act) that is is: (x) made in confidence either directly or indirectly to a federal Federal, state State, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret ; or, (xi) made in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal seal so that it is not made public. If Participant files And, an individual who pursues a lawsuit or other action alleging for retaliation by the Corporation or an Affiliate employer for reporting a suspected violation of law, Participant the law may disclose the trade secret to his or her the attorney of the individual and use the trade secret information in the court proceeding or other action proceeding, if Participant the individual files any document containing the trade secret under seal seal, and does not disclose the trade secret, except pursuant to as permitted by court order . This paragraph will govern to the extent it may conflict with any other provision of this Agreement. ..

Appears in 4 contracts

Samples: Separation and General Release Agreement (PHH Corp), Employment Agreement (PHH Corp), Separation and General Release Agreement (PHH Corp)

Confidentiality. Participant acknowledges that As an employee of Employer, Executive will have access to and may participate in the Corporation or an Affiliate may disclose secret or origination of non-public, proprietary and confidential information relating to Participant during the period of Participant’s Service Employer and/or its affiliates and Executive acknowledges a fiduciary duty owed to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall Employer and its affiliates not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct information. Confidential information may include, but is not limited to, trade secrets, customer lists and information, internal corporate planning, methods of marketing and operation, and other data or information of or concerning Employer and its affiliates or their customers that is not generally known to the Corporation public or an Affiliate generally in the banking industry. Executive agrees that for a period of five (5) years following the cessation of employment, Executive will not use or disclose to any third party any such confidential information, either directly or indirectly, except as may be authorized in writing specifically by Employer; provided, however that to the extent the information covered by this Section 8 is otherwise protected by the law, such as “trade secrets,” as defined by the Virginia Uniform Trade Secrets Act, or customer information protected by banking privacy laws, that information shall not be disclosed or used for however long the legal protections applicable to such information remain in effect. Nothing in this Agreement restricts or prohibits Executive or Executive’s counsel from initiating communications directly with, responding to any inquiry from, volunteering information to, or providing testimony before a self-regulatory authority or a governmental, law enforcement or other regulatory authority, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Congress, and any Office of Inspector General (collectively, the “Regulators”) , from participating in any reporting of, investigation into, or proceeding regarding suspected violations of law, or from responding if properly subpoenaed making other disclosures that are protected under or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive from receiving an award from a governmental or regulatory entity for information provided under the whistleblower provisions of state or federal law or regulation. Executive does not need the prior authorization of Employer to engage in such communications with the Regulators, respond to such an entity (and not as compensation for actual inquiries from the Regulators, provide confidential information or alleged personal injury or damages to Participant). Pursuant documents containing confidential information to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)) Regulators, Participant or make any such reports or disclosures to the Regulators. Executive is not required to notify Employer that Executive has engaged in such communications with the Regulators. Executive recognizes and agrees that, in connection with any such activity outlined above, Executive must inform the Regulators that the information Executive is providing is confidential. Federal law provides certain protections to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances. Specifically, federal law provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that under either of the following conditions: · Where the disclosure is made (a) in confidence either directly or indirectly to a federal, state, state or local government official, either directly or indirectly, or to an attorney , ; and (b) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for · Where the disclosure of a trade secret is made in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant Federal law also provides that an individual who files a lawsuit or other action alleging for retaliation by the Corporation or an Affiliate employer for reporting a suspected violation of law, Participant law may disclose the trade secret to his or her the attorney of the individual and use the trade secret information in the court proceeding or other action proceeding, if Participant the individual (a) files any document containing the trade secret under seal seal; and (b) does not disclose the trade secret, except pursuant to court order . This paragraph will govern to the extent it may conflict with any other provision of this Agreement .

Appears in 4 contracts

Samples: Employment Agreement (Carter Bankshares, Inc.), Employment Agreement (Delmar Bancorp), Employment Agreement (Delmar Bancorp)

Confidentiality. Participant acknowledges I agree that I will not, during my employment with the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service Company (except in connection with furtherance of the proper performance of his Company’s interests), or her duties) and thereafter at any time after employment terminates, without the prior written consent of the Corporation Company Vice President of Human Resources, disclose any Confidential Information to or use any person Confidential Information for, any third party or entity. This restriction prohibits me from, among other activities, engaging in or preparing to engage in developing, producing, marketing, distributing or selling lawn, garden, animal health, animal nutrition or pet related products for any business entity if that activity in any material way involves the use or significant secret disclosure of Company Confidential Information and diverting or attempting to divert any business or customers from the Company using Confidential Information. To the extent that any Confidential Information is determined by a court of competent jurisdiction to be confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in rather than a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such trade secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law . In addition , nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity ( the prohibition on use and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of that specific information shall be in effect for a period of three years after the termination of my employment with the Company; otherwise the prohibition shall last until the information ceases to be a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose (other than through any breach of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, secrecy by me or other document filed in third parties under a lawsuit or other proceeding duty of secrecy to the Company). In the event that after my employment with the Company ceases, if such filing is made under seal. If Participant files a lawsuit I have any doubt about whether particular information may be used or other action alleging retaliation by disclosed, I will contact the Corporation or an Affiliate for reporting a suspected violation Company Vice President of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement Human Resources.

Appears in 4 contracts

Samples: Employment Agreement (Central Garden & Pet Co), Employment Agreement (Central Garden & Pet Co), Employment Agreement (Central Garden & Pet Co)

Confidentiality. Participant acknowledges that In the Corporation course of Executive’s employment with and involvement with Sterling and its affiliates, Executive has obtained, or an Affiliate may disclose obtain, secret or confidential information information, knowledge or data concerning Sterling’s and its affiliates’ businesses, strategies, operations, clients, customers, prospects, financial affairs, organizational and personnel matters, policies, procedures and other nonpublic matters, or concerning those of third parties. Executive shall hold in a fiduciary capacity for the benefit of Sterling and its affiliates, all secret or confidential information, knowledge or data relating to Participant Sterling or any of its affiliated companies, and their respective businesses, which shall have been obtained by Executive during the period Executive’s employment by Sterling or any of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant its affiliates and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Agreement). All records, files, memoranda, reports, customer lists, documents and the like (whether in paper or electronic format) that Executive has used or prepared during his or her Service (except in connection Executive’s employment shall remain the sole property of Sterling and shall be promptly returned to Sterling’s premises upon any termination of employment. After termination of Executive’s services with the proper performance of his or her duties) and thereafter Sterling, Executive shall not, without the prior written consent of the Corporation Bank or as may otherwise be required by law or legal process, disclose communicate or divulge any such information, knowledge or data to any person or entity any material or significant secret or confidential information concerning anyone other than the business Bank and those designated by it. The confidentiality provision contained herein is in addition to and not in limitation of the Corporation or Executive’s duties as an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be officer and director under applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law , regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate . For purposes of this Agreement Section 8 and Section 9, references to the Company, the term “secret or confidential information” Bank, and their affiliates shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s include their predecessor and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant successor entities. Notwithstanding anything in this Agreement to the contrary foregoing, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall Executive will not be held criminally or civilly liable under any federal or state trade secret law for the a disclosure of a trade secret that (a) is made (i) in confidence either directly or indirectly to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (b) is made in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and protected from public disclosure. Further, nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any federal Inspector General, or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive does not disclose need the trade secret, except pursuant prior authorization of the Company to court order. This paragraph will govern make any such reports or disclosures and is not required to notify the extent it may conflict with any other provision of this Agreement Company that he has made such reports or disclosures.

Appears in 4 contracts

Samples: Release Agreement (Sterling Bancorp), Release Agreement (Sterling Bancorp), Release Agreement (Sterling Bancorp)

Confidentiality. Participant acknowledges that The Executive shall not, without the Corporation prior express written consent of the Company, directly or an Affiliate may indirectly, use for any purpose any Confidential Information (as defined below) in any way, or divulge, disclose secret or confidential information make available or accessible any Confidential Information to Participant during the period of Participant’s Service to enable Participant to perform his any person, firm, partnership, corporation, trust or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his any other entity or her Service third party unless ( except i) such disclosure is reasonably necessary or appropriate in connection with the proper performance by the Executive of his or her duties) and thereafter, without the prior written consent duties as an executive of the Corporation, disclose to any person Company or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant (ii) such disclosure is required to testify in by applicable law or (iii) the Executive is requested or required by a legislative, judicial or regulatory proceeding pursuant to an order of Congress arbitration body or governmental agency (by oral question, any state interrogatories, requests for information or local legislature documents, a judge subpoena, civil investigative demand or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having similar process) to disclose any such conduct information, in which case the Executive will (A) promptly notify the Company of such request or requirement, so that the Company may seek an appropriate protective order and (B) cooperate with the Company, at its expense, in seeking such an order. "Confidential Information" means all information respecting the business and activities of the Company and any of its Subsidiaries, including, without limitation, respecting the clients, customers, suppliers, employees, consultants, prospects, computer or other files, projects, products, computer disks or other media, computer hardware or computer software programs, underwriting, lending or investment standards, marketing plans, financial information, methodologies, know-how, processes, trade secrets, policies, practices, projections, forecasts, formats, operational methods, product development techniques, research, strategies or information agreed to with third-parties to be kept confidential by the Company and any of its Subsidiaries. Notwithstanding the immediately preceding sentence, Confidential Information shall not include any information that is, or becomes, a part of the public domain or generally available to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in public (unless such availability occurs as a result of any breach by the Executive of this Agreement limits Participant’s right to receive or any breach by an award from employee of the Company of a governmental similar agreement) or regulatory entity for information provided to such an entity ( any business knowledge and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant experience of the type usually acquired by persons engaged in positions similar to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)) Executive's position with the Company, Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with such knowledge and experience is not specific to the Company and not proprietary to the Company or any other provision of this Agreement its Subsidiaries.

Appears in 4 contracts

Samples: Employment Agreement (MCG Capital Corp), Employment Agreement (MCG Capital Corp), Employment Agreement (MCG Capital Corp)

Confidentiality. Participant acknowledges that As an employee of Employer, Executive will have access to and may participate in the Corporation or an Affiliate may disclose secret or origination of non-public, proprietary and confidential information relating to Participant during the period of Participant’s Service Employer and/or its affiliates and Executive acknowledges a fiduciary duty owed to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall Employer and its affiliates not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct information. Confidential information may include, but is not limited to, trade secrets, customer lists and information, internal corporate planning, methods of marketing and operation, and other data or information of or concerning Employer and its affiliates or their customers that is not generally known to the Corporation public or an Affiliate) generally in the banking industry. Executive agrees that for a period of three (3) years following the cessation of employment, Executive will not use or disclose to any third party any such confidential information, either directly or indirectly, except as may be authorized in writing specifically by Employer; provided, however that to the extent the information covered by this Section 10 is otherwise protected by the law, such as “trade secrets,” as defined by the Virginia Uniform Trade Secrets Act, or from responding if properly subpoenaed customer information protected by banking privacy laws, that information shall not be disclosed or used for however long the legal protections applicable to such information remain in effect. Nothing in this Agreement is intended to or will be used in any way to limit Executive’s rights to voluntarily communicate with, file a claim or report with, or to otherwise required to do so participate in an investigation with, any federal, state, or local government agency, as provided for, protected under or warranted by applicable law. In addition Executive does not need prior approval before making any such communication, nothing report, claim, disclosure or participation and is not required to notify Employer that such communication, report, claim, or participation has been made. Additionally, federal law provides certain protections to individuals who disclose a trade secret to their attorney, a court, or a government official in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant) certain, confidential circumstances. Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)) Specifically, Participant shall Executive may not be held criminally or civilly liable under any state or federal or state trade secret law for the disclosure of a trade secret that that: (a) is made (i) in confidence either directly or indirectly to a federal, state, federal or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (b) is made in a complaint, complaint or other document that is filed under seal in a lawsuit or other proceeding , if such filing is made under seal. If Participant files ; or (c) in a lawsuit or other action alleging retaliation by the Corporation or an Affiliate Employer against Executive for reporting a suspected violation of law, Participant may disclose the trade secret Executive discloses to his or her Executive’s attorney and use the trade secret uses in the court proceeding or other action proceeding, if Participant files as long as any document containing the trade secret is filed under seal and Executive does not disclose the trade secret, secret except pursuant to a court order . This paragraph will govern to the extent it may conflict with any other provision of this Agreement .

Appears in 4 contracts

Samples: Employment Agreement (John Marshall Bancorp, Inc.), Employment Agreement (John Marshall Bancorp, Inc.), Employment Agreement (John Marshall Bancorp, Inc.)

Confidentiality. Participant acknowledges that Except as may be required by applicable law or the rules and regulations of any national securities exchange or national automated quotation system, the Employee shall not, at any time or under any circumstances during the term of the Employee’s employment with the Corporation and after the termination of the Employee’s employment, except for the benefit of the Corporation in carrying out the Employee’s duties hereunder, directly or indirectly communicate or disclose to any person any confidential knowledge or information of the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period any of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service its subsidiaries howsoever acquired (except as set forth below), nor shall the Employee utilize or make available any such knowledge or information directly or indirectly in connection with any business or activity in which the Employee is or proposes to be involved, or in connection with the proper performance transfer or proposed transfer of his or her duties) and thereafter, without the prior written consent any of the Corporation Employee’s securities or in connection with the solicitation or acceptance of employment with any person. Employee acknowledges that were Employee to work for a competitor of the Corporation it would be inevitable that Employee would use or disclose confidential knowledge and information. Knowledge and information subject to this Section 5.1 includes, disclose but is not limited to, formulas, circuits, drawings, designs, mask works, plans, proposals, marketing and sales data, financial information, cost and pricing information, customer lists, trade secrets, personnel information, policies and procedures, organizational charts, telephone directories, and concepts and ideas related to any person the past, present, or entity any material or significant secret or confidential information concerning the future business of the Corporation or an Affiliate that was obtained by Participant in the course any affiliated or predecessor entity (including any of Participant Parent’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative subsidiaries, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, including but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has to APT) which have not been published publicly released by duly authorized representatives of Corporation. The Employee will be under no obligation of confidentiality with respect to any information that the Employee can show (i) is or disclosed becomes available to the general public, public through no fault of the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common Employee; (ii) was known to the trade Employee before disclosure without obligation of confidentiality; (iii) is independently developed by the Employee; or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity ( in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award iv) is lawfully received from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant) third party without obligation of confidentiality. Pursuant to The terms of this Section 5.1 shall survive the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision termination of this Agreement.

Appears in 4 contracts

Samples: Employment Agreement (Microsemi Corp), Employment Agreement (Microsemi Corp), Employment Agreement (Microsemi Corp)

Confidentiality. Participant acknowledges that While employed by TSY or any TSY Affiliate and after Executive’s employment terminates, in consideration of the Corporation or an Affiliate may disclose obligations of TSY hereunder, including without limitation the disclosure of Confidential Information to Executive, Executive shall keep secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that and retain in strictest confidence, subject to the following sentence, Participant and shall not during disclose to any third-party or use for his benefit or her Service ( the benefit of others, except in connection with the proper performance business affairs of his TSY or her duties) and thereafter any other Benefited Persons, any Confidential Information, including, without the prior written consent of the Corporation limitation, disclose to any person or entity any material or significant secret or confidential information concerning the business financial condition, prospects, methods of doing business, marketing and promotion of services of TSY or any TSY Affiliate, disclosed to or known by the Corporation Executive as a consequence of his employment by TSY or an Affiliate that was obtained by Participant any TSY Affiliate, which information is not generally known or otherwise lawfully obtainable in the course public domain, unless compelled to do so by a valid subpoena or other legal mandate. In the event Executive receives such a subpoena or other legal mandate, he shall provide TSY with written notice of Participant’s Service. This paragraph shall not be applicable if and same at least ten (10) business days prior to the extent Participant date Executive is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if make such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement disclosure.

Appears in 4 contracts

Samples: Employment Agreement (Trustreet Properties Inc), Employment Agreement (Trustreet Properties Inc), Employment Agreement (Trustreet Properties Inc)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant The Executive shall at all times during the period of Participant’s Service to enable Participant to perform his employment and thereafter hold in confidence any and all Confidential Information (as defined below) that may have come or her duties. Participant agrees that may come into his possession or within his knowledge concerning the products, subject to the following sentence services, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) processes, businesses, suppliers, customers and thereafter, without the prior written consent clients of the Corporation, disclose to Company or its controlled affiliates. The Executive agrees that neither he nor any person or entity enterprise controlled by him will for any material reason directly or significant secret indirectly, for himself or any other person, use or disclose any trade secrets, proprietary or confidential information concerning the business information, inventions, manufacturing or industrial processes or procedures, patents, trademarks, trade names, customer lists, service marks, service names, copyrights, applications for any of the Corporation foregoing or an Affiliate licenses or other rights in respect thereof (collectively, “Confidential Information”), owned or used by, or licensed to, the Company or any of its controlled affiliates, provided that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and Executive may disclose Confidential Information that has become generally available to the extent Participant is required to testify in public other than as a legislative, judicial result of a breach of this agreement by the Executive or regulatory proceeding pursuant to an order of Congress, any state a court of competent jurisdiction or local legislature, of a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission governmental agency, department or agency commission. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter Upon termination of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of his employment under this Agreement agreement, the term “secret or confidential information” Executive shall include, but not be limited to, any promptly surrender to the Company all documents he believes contain Confidential Information and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the that are within his possession or control of control, other than documents to which the Corporation Executive is or an Affiliate, was a party or that has not been published or disclosed relate to the general public, the options industry, the equities industry, the foreign currency exchange industry Executive or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation basis, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case purported basis, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to on which his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement employment was terminated.

Appears in 4 contracts

Samples: Employment Agreement (Bed Bath & Beyond Inc), Employment Agreement (Bed Bath & Beyond Inc), Employment Agreement (Bed Bath & Beyond Inc)

Confidentiality. Participant acknowledges that (A) In the Corporation course of his employment, Employer or an Affiliate any of its subsidiaries may disclose secret or make known to Executive, and Executive may be given access to or may become acquainted with, certain information, trade secrets or both, including but not limited to confidential information and trade secrets regarding tapes, computer programs, designs, skills, procedures, formulations, methods, documentation, drawings, facilities, customers, policies, marketing, pricing, customer lists and leads, and other information and know-how, all relating to Participant during or useful in Employer's business or the period business of Participant’s Service its subsidiaries and/or affiliates (collectively, the "Information"), and which Employer considers proprietary, desires to enable Participant to perform his or her duties maintain confidential and is not in the public domain. Participant agrees that During the Employment Period and at all times thereafter, subject to the following sentence, Participant Executive shall not during his in any manner, either directly or her Service (except in connection with the proper performance of his or her duties) and thereafter indirectly, without the prior written consent of the Corporation divulge, disclose or communicate to any person or entity firm, except to or for Employer's benefit as directed by Employer or except as required by applicable law or court process (but only after giving Employer written notice so that Employer may attempt to obtain a protective order), any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant Information which he may have acquired in the course of Participant’s Service. This paragraph shall not be applicable if or as an incident to his employment by Employer, the parties agreeing that such information affects the successful and to the extent Participant is required to testify in a legislative effective conduct of Employer's business and its goodwill, judicial or regulatory proceeding pursuant to an order of Congress, and that any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information breach of the Corporation or an Affiliate. For purposes terms of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that Section 6 is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision material breach of this Agreement.

Appears in 4 contracts

Samples: Executive Employment Agreement (Todhunter International Inc), Executive Employment Agreement (Todhunter International Inc), Executive Employment Agreement (Todhunter International Inc)

Confidentiality. Participant Employee hereby acknowledges his understanding that the Corporation as a result of his employment by CSL, he will have access to, and possession of, valuable and important confidential or an Affiliate may disclose secret or confidential proprietary data, documents and information to Participant concerning CSL, its operations and its future plans. Employee hereby agrees that he will not, either during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance term of his employment with CSL, or her duties) and thereafter at any time after the term of his employment with CSL, without the prior written consent of the Corporation, disclose divulge or communicate to any person or entity entity, or direct any material employee or significant secret agent of CSL or of his to divulge or communicate to any person or entity, or use to the detriment of CSL or for the benefit of any other person or entity, or make or remove any copies of, such confidential information concerning or proprietary data or information, whether or not marked or otherwise identified as confidential or secret. Upon any termination of this Agreement for any reason whatsoever, Employee shall surrender to CSL any and all materials, including but not limited to drawings, manuals, reports, documents, lists, photographs, maps, surveys, plans, specifications, accountings and any and all other materials relating to the business Company or any of its business, including all copies thereof, that Employee has in his possession, whether or not such material was created or compiled by Employee, but excluding, however, personal memorabilia belonging to Employee. With the exception of such excluded items, materials, etc., Employee acknowledges that all such material is solely the property of CSL, and that Employee has no right, title or interest in or to such materials. Notwithstanding anything to the contrary set forth in this Paragraph 8, the Provisions of this Paragraph 8 shall not apply to information which: (i) is or becomes generally available to the public other than as a result of disclosure by Employee, or (ii) is already known to Employee as of the Corporation or an Affiliate that was obtained by Participant in the course date of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge this Agreement from sources other than CSL, or an administrative law judge, or if such secret or confidential information (iii) is required to be disclosed by Participant law or by any law, regulation regulatory or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement judicial process.

Appears in 4 contracts

Samples: Employment Agreement (Capital Senior Living Corp), Employment Agreement (Capital Senior Living Corp), Employment Agreement (Capital Senior Living Corp)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant Executive hereby covenants and agrees that, subject to except as specifically requested or directed by the following sentence Company, Participant shall he will not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person not employed by the Company, or entity use in connection with engaging in competition with the Company, any material confidential or significant secret or confidential proprietary information concerning the business (as provided below) of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate Company. For purposes of this Agreement, the term “ secret confidential or confidential proprietary information” shall 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 13) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, but not be limited to without limitation, any the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, consulting solutions and processes, and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s other secrets and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any all other information of whatever 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. The foregoing obligations imposed by this Section 13 will not apply (i) in the possession or control course of the Corporation business of and for the benefit of the Company, (ii) if such confidential or an Affiliate proprietary information has become, that has not been published or disclosed through no fault of Executive, generally known to the general public, or (iii) if Executive is required by law to make disclosure (after giving the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that Company notice and an opportunity to contest such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate requirement) , or from responding if properly subpoenaed or otherwise required to do so under applicable law . In addition, nothing in if not otherwise filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) and available through public disclosure from the SEC, Executive agrees not to disclose the terms of this Agreement limits Participant to anyone, except Executive’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not spouse, attorney and, as compensation for actual or alleged personal injury or damages to Participant) necessary, tax/financial advisor, except as may be required by law. Pursuant to Likewise, the Defend Trade Secrets Act Company agrees that the terms of 2016 (18 U.S.C. 1833(b)), Participant shall this Agreement will not be held criminally disclosed except as may be necessary to obtain approval or civilly liable under authorization to fulfill its obligations hereunder or as required by law. It is expressly understood that any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of confidentiality obligation imposed hereunder constitutes a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision material breach of this Agreement.

Appears in 4 contracts

Samples: Employment Agreement (Massey Energy Co), Employment Agreement (Massey Energy Co), Employment Agreement (Massey Energy Co)

Confidentiality. Participant acknowledges Employee agrees that Employee will not disclose the Corporation contents of this Agreement, including the amount of monetary payment, to anyone other than Employee’s attorneys, financial advisers, or Employee’s spouse or registered domestic partner, or pursuant to an Affiliate may appropriate order from a court or other entity with competent jurisdiction. Before disclosing the contents of this Agreement to any person described above, Employee will obtain the agreement of that person not to disclose secret or confidential information to Participant during the period contents of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, Agreement without the prior written consent of the Corporation Employer or as required by court order, statute, law or regulation or as authorized in Paragraph II.F(2). The Employer, and its officers, directors, agents and management-level employees, will have the right to discuss Employee’s employment and this Agreement among themselves. In addition, Employee acknowledges that Employee has held positions of trust and confidence with the Employer, and that during the course of Employee’s employment Employee has received or been exposed to material and other information concerning its customers or clients; its sales, marketing and financial information; its trade secrets and other information which is proprietary in nature, confidential to the Employer, and not generally available to the public or to the Employer’s competitors, and which, if used or divulged against the Employer’s best interests would irreparably damage its ability to compete in the marketplace (“Confidential Information”). Employee further agrees not to possess, use or disclose to any person or entity any material or significant secret or confidential information concerning Confidential Information without the business prior, written consent of the Corporation Employer, or an Affiliate except as may be required by court order, statute, law or regulation, or as authorized in Paragraph II.F(2), above. Notwithstanding the foregoing, Employee acknowledges that was obtained by Participant Employee has the right, without notice to or authorization from the Employer, to communicate and cooperate in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative good faith with any federal, judicial or regulatory proceeding pursuant to an order of Congress state, any state or local legislature governmental agency or commission (“Government Agency”) for the purpose of (i) reporting a possible violation of any U.S. federal, a judge state, or an administrative local law judge or regulation, (ii) participating in any investigation or proceeding that may be conducted or managed by any Government Agency, including by providing documents or other information, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or (iii) filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement Government Agency.

Appears in 4 contracts

Samples: Release Agreement (Kapstone Paper & Packaging Corp), Release Agreement (Kapstone Paper & Packaging Corp), Release Agreement (Kapstone Paper & Packaging Corp)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant Executive shall not, during the period Employment Period or at any time thereafter directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Participant the Company or use or otherwise exploit for Executive’s Service own benefit or for the benefit of anyone other than the Company, any Confidential Information (as defined below). “Confidential Information” means any information with respect to enable Participant to perform his the Company or her duties. Participant agrees any of its affiliates, including methods of operation, customer lists, products, prices, fees, costs, technology, formulas, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters; provided, that, subject there shall be no obligation hereunder with respect to, information that (i) is generally available to the following sentence public on the Effective Date, Participant shall not during his or her Service ( except in connection with the proper performance of his or her duties ii) and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and becomes generally available to the extent Participant is required to testify in public other than as a legislative, judicial or regulatory proceeding pursuant to an order result of Congress, any state or local legislature, a judge disclosure not otherwise permissible hereunder, or an administrative law judge, or if such secret or confidential information (iii) is required to be disclosed by Participant by any law, regulation court order or order of any court other legal or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with process and Executive gives the Corporation or an Affiliate, all records Company prompt written notice and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate opportunity to seek a protective order. For purposes the avoidance of this Agreement doubt, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, Executive understands that has not been published or disclosed pursuant to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the federal Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)) 2016, Participant Executive shall 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 (i) in confidence either directly or indirectly to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (B) is made in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit Nothing contained in this Agreement shall limit Executive’s ability to communicate with any federal, state or local governmental agency or commission, including to provide documents or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law information, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern without notice to the extent it may conflict with Company. Further, nothing in this Agreement shall be deemed to preclude Executive from testifying truthfully under oath if Executive is required or compelled by law to testify in any judicial action or before any government authority or agency or from making any other provision of this Agreement legally-required truthful statements or disclosures.

Appears in 4 contracts

Samples: Employment Agreement (Unicycive Therapeutics, Inc.), Employment Agreement (Sidus Space Inc.), Employment Agreement (Unicycive Therapeutics, Inc.)

Confidentiality. Participant acknowledges (i) Executive will not, in any manner that could be or is detrimental to the Corporation Company, at any time (whether during or an Affiliate may disclose secret after Executive’s employment with the Company or any of its Subsidiaries) (x) retain or use for the benefit, purposes or account of Executive or any other Person other than in the good faith performance of Executive’s duties; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company (other than its professional advisers who are bound by confidentiality obligations or otherwise in performance of Executive’s duties and pursuant to customary industry practice), any non-public, proprietary or confidential information to Participant during (including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals) concerning the period past, current or future business, activities and operations of Participant’s Service to enable Participant to perform his the Company, its Subsidiaries or her duties. Participant agrees that, subject Affiliates and/or any third party that has disclosed or provided any of same to the following sentence, Participant shall not during his or her Service Company on a confidential basis ( except in connection with the proper performance of his or her duties “Confidential Information”) and thereafter, without the prior written consent authorization of the Corporation Board; provided, disclose however, that the conscious awareness of any Confidential Information (as opposed to the physical possession of documentary Confidential Information) by Executive, and Executive’s consideration of such information in connection with Executive’s pursuit or evaluation of, involvement with or participation in, any person project or entity activity that is not prohibited by this Appendix C shall be deemed not to constitute a breach of this Section 2 in any material or significant secret or confidential information concerning manner whatsoever, unless such Executive’s use of such Confidential Information has an objective and detrimental impact on the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if Company and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement its Subsidiaries.

Appears in 4 contracts

Samples: Management Unit Subscription Agreement (Nevada Property 1 LLC), Management Unit Subscription Agreement (Nevada Property 1 LLC), Management Unit Subscription Agreement (Nevada Property 1 LLC)

Confidentiality. Participant The Executive acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period Executive’s employment with the Company or any of Participant’s Service its Affiliates, the Executive will acquire, be exposed to enable Participant to perform his and have access to, non-public material, data and information of the Company and its Affiliates and/or their customers or her duties clients that is confidential, proprietary, and/or a trade secret (“Confidential Information”). Participant agrees that At all times, subject to both during and after the following sentence Term, Participant the Executive shall keep and retain in confidence and shall not during his or her Service ( disclose, except in connection with the proper performance of his or her duties) as required and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant authorized in the course of Participant the Executive’s Service. This paragraph shall not be applicable if and employment with the Company or any its Affiliates, to the extent Participant is required to testify in a legislative any person, judicial firm or regulatory proceeding pursuant to an order of Congress corporation, or use for his or her own purposes, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate Confidential Information. For purposes of this Agreement, the term “secret or confidential information” such Confidential Information shall include, but shall not be limited to : sales methods, any information concerning principals or customers, advertising methods, financial affairs or methods of procurement, marketing and all records business plans, notes strategies (including risk strategies), memoranda projections, data business opportunities, writings inventions, research designs, personnel information drawings, customer information research and development plans, clearing members’ information client lists, the Corporation’s sales and any Affiliate’s financial cost information and plans financial results and performance. Notwithstanding the foregoing, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term “Confidential Information” shall not include knowledge, skills, and any information that is common known generally to the trade public (other than as a result of unauthorized disclosure by the Executive or profession of Participant by the Company or its Affiliates). Notwithstanding anything in this Agreement The Executive acknowledges that the obligations pertaining to the contrary, nothing confidentiality and non-disclosure of Confidential Information shall remain in this Agreement prohibits Participant from confidentially or otherwise communicating or filing effect for a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation period of five (5) years after termination of employment, or giving truthful testimony until the Company or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose its Affiliates has released any such conduct to information into the Corporation or an Affiliate) public domain, or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant which case the Executive’s right to receive an award from a governmental or regulatory entity for information provided obligation hereunder shall cease with respect only to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant) information so released into the public domain. Pursuant to the Defend Trade Secrets Act The Executive’s obligations under this Section 8 shall survive any termination of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney employment. If the Executive receives a subpoena or other judicial process requiring that he or she produce, provide or testify about Confidential Information, the Executive shall notify the Company and use cooperate fully with the trade secret Company in resisting disclosure of the Confidential Information. The Executive acknowledges that the Company has the right either in the court proceeding name of the Executive or in its own name to oppose or move to quash any subpoena or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern legal process directed to the extent it may conflict with Executive regarding Confidential Information. Notwithstanding any other provision of this Agreement , the Executive remains free to report or otherwise communicate any nuclear safety concern, any workplace safety concern, or any public safety concern to the Nuclear Regulatory Commission, United States Department of Labor, or any other appropriate federal or state governmental agency, and the Executive remains free to participate in any federal or state administrative, judicial, or legislative proceeding or investigation with respect to any claims and matters not resolved and terminated pursuant to this Agreement. With respect to any claims and matters resolved and terminated pursuant to this Agreement, the Executive is free to participate in any federal or state administrative, judicial, or legislative proceeding or investigation if subpoenaed. The Executive shall give the Company, through its legal counsel, notice, including a copy of the subpoena, within twenty-four (24) hours of receipt thereof.

Appears in 4 contracts

Samples: Change in Control Agreement (Duke Energy CORP), Employment Agreement (Duke Energy CORP), Employment Agreement (Duke Energy CORP)

Confidentiality. Participant The Executive acknowledges and agrees that his work for the Employers will bring him into close contact with many confidential affairs of the Employers not readily available to the public, including plans for further developments or activities by the Employers or their subsidiaries or affiliates. The Executive agrees that during the Employment Period and at all times thereafter, he shall keep and retain in the strictest confidence all confidential matters (“Confidential Information”) of the Employers and their subsidiaries and affiliates, including but not limited to, “know how,” sales and marketing information or plans; business or strategic plans; salary, bonus or other personnel information; information about or concerning existing, new or potential customers, franchisees, clients or shareholders; trade secrets; pricing policies; operational methods; technical processes; inventions and research projects; and other business affairs of the Employers and their subsidiaries or affiliates, in each case that the Corporation Executive may develop or an Affiliate may disclose secret or confidential information to Participant during learn in the period course of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that employment, subject to the following sentence, Participant and shall not remove such Confidential Information from the Employers’ premises (other than for the purpose of working from home), use such Confidential Information for personal gain or disclose such Confidential Information to anyone outside of the Employers, either during or after the Employment Period, except (i) in good faith, in the course of performing his or her Service duties under this Agreement; ( except in connection ii) with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate Board; (iii) it being understood that was obtained by Participant in the course of Participant’s Service. This paragraph Confidential Information shall not be applicable if and deemed to include any information that is or becomes generally available to the public other than as a result of disclosure by the Executive; or (iv) to the extent Participant disclosure is required to testify in compelled by a legislative court of competent jurisdiction, judicial or regulatory proceeding pursuant to an order of Congress arbitrator, any state or local legislature, a judge agency, or an administrative law judge other tribunal or investigative body in accordance with any applicable statute, rule or if regulation (but only to the extent any such secret disclosure is compelled, and no further). Further, nothing herein shall prevent the Executive from cooperating with any investigation or confidential information is required to be disclosed inquiry conducted by Participant by the Equal Employment Opportunity Commission regarding any law, regulation employment practice or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information policy of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law Employers. In addition, nothing in this Agreement limits Participant’s right pursuant to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to Section 7 of the Defend Trade Secrets Act of 2016 ( which added 18 U.S.C. § 1833(b)), Participant the Executive acknowledges that he shall not be held criminally have criminal or civilly liable civil liability under any federal or state trade secret law for for, and nothing herein prohibits, the disclosure of a trade secret or Confidential Information that (A) is made (i) in confidence either directly or indirectly to a federal, state, or local government official, either directly or indirectly, or to an attorney, attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (B) is made in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or other action alleging retaliation create liability for disclosures of trade secrets that are expressly allowed by such Section. Upon the Corporation termination of the Executive’s employment with the Employers, or an Affiliate for reporting a suspected violation of law at any time the Employers may so request, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern Executive shall return to the extent it Employers all tangible embodiments (in whatever medium) relating to Confidential Information and Work Product (as hereinafter defined) that he may conflict with any other provision of this Agreement then possess or have under his control.

Appears in 4 contracts

Samples: Employment Agreement (Liberty Tax, Inc.), Employment Agreement (Liberty Tax, Inc.), Employment Agreement (Liberty Tax, Inc.)

Confidentiality. Participant acknowledges that the Corporation Executive agrees not to disclose or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose reveal to any person or entity outside the Company or any material of its subsidiaries any confidential, trade secret, proprietary or significant secret or confidential other non-public information concerning the business Company, any of its subsidiaries or any of the Corporation businesses or an Affiliate that was obtained by Participant in operations of the course Company or any of Participant’s Service. This paragraph shall not be applicable if and its subsidiaries (“Confidential Information”), including all information relating to the extent Participant is required to testify in a legislative any Company or subsidiary product, judicial process, equipment, machinery, design, formula, business plan or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge strategy, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information other activity without prior permission of the Corporation or an Affiliate Company in writing. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term ​ Confidential Information shall not include knowledge any information which is in the public domain or becomes publicly known, skills in either case, through no wrongful act on the part of Executive or breach of this Employment Agreement. Executive acknowledges that the Confidential Information is vital, sensitive, confidential and information that is common proprietary to the trade Company or profession its subsidiaries. The obligation to protect the secrecy of Participant such information continues after employment with Company or any of its subsidiaries may be terminated. Notwithstanding anything in In furtherance of this Agreement agreement, Executive acknowledges that all Confidential Information which Executive now possesses, or shall hereafter acquire, concerning and pertaining to the contrary, nothing in this Agreement prohibits Participant from confidentially business and secrets of the Company or otherwise communicating any of its subsidiaries and all inventions or filing a charge discoveries made or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation developed, or giving truthful testimony suggested by or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct Executive during said term of employment relating to the Corporation Company’s or an Affiliate) any of its subsidiaries’ business shall, at all times and for all purposes, be regarded as acquired and held by Executive in his fiduciary capacity and solely for the benefit of the Company or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant) any of its subsidiaries. Pursuant to the Defend Trade Secrets Act of 2016 ( 18 U.S.C. § 1833(b) ) , Participant shall Executive understands that he 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 either directly or indirectly to a federal, state, or local government official, either directly or indirectly, or to an attorney, his attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (ii) is made in a complaint, complaint or other document that is filed under seal in a lawsuit or other proceeding , . Executive understands that if such filing is made under seal. If Participant he files a lawsuit or other action alleging for retaliation by the Corporation Company or an Affiliate any of its subsidiaries for reporting a suspected violation of law, Participant he may disclose the trade secret to his or her attorney and use the trade secret information in the court proceeding or other action, if Participant he (I) files any document containing the trade secret under seal seal, and (II) does not disclose the trade secret, except pursuant to court order. This paragraph will govern Nothing in this Employment Agreement, or any other agreement that Executive has with the Company, is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Employment Agreement or any other agreement that Executive has with the Company or any of its affiliates shall prohibit or restrict him from making any voluntary disclosure of information or documents concerning possible violations of law to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to the extent it may conflict with any other provision of this Agreement Company.

Appears in 4 contracts

Samples: Executive Employment Agreement (US Ecology, Inc.), Executive Employment Agreement (US Ecology, Inc.), Executive Employment Agreement (US Ecology, Inc.)

Confidentiality. Participant acknowledges The Executive agrees that the Corporation or an Affiliate may disclose secret or confidential information to Participant he will not, either during the period of Participant’s Service to enable Participant to perform his Term or her duties. Participant agrees that, subject to at any time after the following sentence, Participant shall not during his expiration or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent termination of the Corporation Term, disclose to any person other Person any confidential or entity proprietary information of the Company, the Company’s Parent, or any of their subsidiaries, except for (a) disclosures to directors, officers, key employees, independent accountants and counsel of the Company and its subsidiaries as may be necessary or appropriate in the performance of the Executive’s duties hereunder, (b) disclosures which do not have a material or significant secret or confidential information concerning adverse effect on the business or operations of the Corporation or an Affiliate that was obtained by Participant in Company and its subsidiaries, taken as a whole, (c) disclosures which the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant Executive is required to testify in a legislative, judicial make by law or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law court, regulation arbitrator or administrative or legislative body (including any committee thereof) with apparent jurisdiction to order of the Executive to disclose or make accessible any court information, (d) disclosures with respect to any other litigation, arbitration or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of mediation involving this Agreement, and (e) disclosures of any such confidential or proprietary information that is, at the term “ time of such disclosure, generally known to and available for use by the public otherwise than by the Executive’s wrongful act or omission. The Executive agrees not to take with him upon leaving the employ of the Company any document or paper relating to any confidential information or trade secret or confidential information” of the Company and its subsidiaries, except that Executive shall include be entitled to retain (i) papers and other materials of a personal nature, including but not be limited to, any photographs, correspondence, personal diaries, calendars and all records Rolodexes (so long as such Rolodexes do not contain the Company’s only copy of business contact information), notes personal files and phone books, memoranda (ii) information showing his compensation or relating to his reimbursement of expenses, data (iii) information that he reasonably believes may be needed for tax purposes, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and (iv) copies of plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed programs and agreements relating to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation his employment, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case termination thereof, without having to disclose any such conduct to with the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement Company.

Appears in 4 contracts

Samples: Employment Agreement (Selective Insurance Group Inc), Employment Agreement (Selective Insurance Group Inc), Employment Agreement (Selective Insurance Group Inc)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except Except in connection with the proper performance of his its obligations under this Agreement or her duties as required to use the Services, User shall: (a) not use or disclose any Confidential Information; (b) restrict dissemination of Confidential Information to those employees, agents, and thereafter, without the prior written consent contractors on a need to know basis and which have executed a non- disclosure agreement as protective of the Corporation Confidential Information in this Agreement; (c) prohibit dissemination of the Confidential Information to third parties, disclose except as authorized by this Agreement; (d) guard the Confidential Information from disclosure with the same degree of care User applies to its own confidential information of a similar nature and importance, but in no case less than a reasonable standard of care; and (e) refrain from modifying, altering, moving, adapting, divulging, copying, publishing, disseminating, or disclosing, for any purpose whatsoever, any Confidential Information to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required except as specifically authorized to do so under applicable law. In addition, nothing in by this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant) Agreement. Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)) 2016, Participant shall the parties understand 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 that: (x) is made (i) in confidence either directly or indirectly to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (y) is made in a complaint, complaint or other document that is filed under seal in a lawsuit or other proceeding , if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement .

Appears in 4 contracts

Samples: Autobooks Terms of Use and End User License Agreement, Autobooks Terms of Use and End User License Agreement, Autobooks Terms of Use and End User License Agreement

Confidentiality. Participant acknowledges that During the Corporation or an Affiliate may disclose secret or confidential information to Participant during Employment Term, and except as otherwise required by law, the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant Executive shall not during his disclose or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose make accessible to any business, person or entity any material entity, or significant secret or confidential information concerning make use of (other than in the course of the business of the Corporation Company) any trade secrets, proprietary knowledge or an Affiliate that was confidential information, which he shall have obtained during his employment by Participant in the course of Participant’s Service. This paragraph Company and which shall not be applicable if generally known to or recognized by the general public. All information regarding or relating to any aspect of either the Company's business, including but not limited to that relating to existing or contemplated business plans, activities or procedures, current or prospective clients, current or prospective contracts or other business arrangements, current or prospective products, facilities and to methods, manuals, intellectual property, price lists, financial information (including the extent Participant is required to testify in a legislative revenues, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge costs, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by profits associated with any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation Company's products or an Affiliate. For purposes of this Agreement services), the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control acquired because of the Corporation or an Affiliate Executive's employment by the Company, shall be conclusively presumed to be confidential; PROVIDED, HOWEVER, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term Confidential Information shall not include knowledge, skills, and any information that is common known generally to the trade public (other than as a result of unauthorized disclosure by the Executive) or profession any specific information or type of Participant. Notwithstanding anything in this Agreement to information generally not considered information disclosed by the contrary, nothing in this Agreement prohibits Participant from confidentially Company or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures any officer thereof to a governmental or regulatory entity (in each case, third party without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for restrictions on the disclosure of a trade secret that is made such information. The Executive's obligations under this Section 14 shall be in confidence either directly addition to any other confidentiality or indirectly to a federal, state, nondisclosure obligations of the Executive of the Company at law or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement agreements.

Appears in 4 contracts

Samples: Employment Agreement (Dynacare Inc), Employment Agreement (Dynacare Inc), Employment Agreement (Quest Diagnostics Inc)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant The Executive shall not, during the period Term of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) Employment and at any time thereafter, without the prior express written consent of the Corporation Company, directly or indirectly, divulge, disclose or make available or accessible any Confidential Information (as defined below) to any person person, firm, partnership, corporation, trust or any other entity or third party (other than when required to do so in good faith to perform the Executive’s duties and responsibilities under this Agreement or when (a) required to do so by a lawful order of a court of competent jurisdiction, any material governmental authority or significant secret agency, or confidential information concerning any recognized subpoena power, or (b) necessary to prosecute the business of Executive’s rights against the Corporation Company or an Affiliate that was obtained by Participant its Affiliates or to defend himself against any allegations). In addition, the Executive shall not create any derivative work or other product based on or resulting from any Confidential Information (except in the course good faith performance of Participant’s Service his duties under this Agreement). This paragraph The Executive shall not be applicable if and also proffer to the extent Participant is required to testify in a legislative Board’s designee, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order no later than the effective date of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated termination of his employment as chief executive officer with the Company for any reason, Participant will not take and without retaining any copies, but will leave with the Corporation notes or an Affiliate excerpts thereof, all records memoranda, computer disks or other media, computer programs, diaries, notes, records, data, customer or client lists, marketing plans and papers strategies, and all matter any other documents consisting of whatever nature or containing Confidential Information that bears secret are in the Executive’s actual or confidential information of the Corporation constructive possession or an Affiliate which are subject to his control at such time. For purposes of this Agreement, the term secret or confidential information Confidential Information” shall include mean all information respecting the business and activities of the Company, but not be limited to or any Affiliate of the Company, any including, without limitation, the terms and all records provisions of this Agreement, notes the clients, memoranda customers, data suppliers, writings employees, research consultants, personnel computer or other files, projects, products, computer disks or other media, computer hardware or computer software programs, marketing plans, financial information, customer information methodologies, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans know-how, processes, methods practices, techniques approaches, projections, forecasts, formats, systems, formulas, patents, models, devices, compilations data gathering methods and/or strategies of the Company or any other information of whatever nature in Affiliate. Notwithstanding the possession or control of the Corporation or an Affiliate immediately preceding sentence, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term Confidential Information shall not include knowledge, skills, and any information that is common is, or becomes, generally available to the trade or profession public (unless such availability occurs as a result of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose Executive’s breach of any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision portion of this Agreement Section 9.3).

Appears in 4 contracts

Samples: Employment Agreement (Constar International Inc), Executive Employment Agreement (Constar International Inc), Executive Employment Agreement (Constar International Inc)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant . Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement .

Appears in 4 contracts

Samples: Restricted Stock Award Agreement (CBOE Holdings, Inc.), Restricted Stock Unit Award Agreement (CBOE Holdings, Inc.), Restricted Stock Unit Award Agreement (CBOE Holdings, Inc.)

Confidentiality. Participant acknowledges that In the Corporation course of Executive’s employment with and involvement with Sterling and its affiliates, Executive has obtained, or an Affiliate may disclose obtain, secret or confidential information information, knowledge or data concerning Sterling’s and its affiliates’ businesses, strategies, operations, clients, customers, prospects, financial affairs, organizational and personnel matters, policies, procedures and other nonpublic matters, or concerning those of third parties. Executive shall hold in a fiduciary capacity for the benefit of Sterling and its affiliates, all secret or confidential information, knowledge or data relating to Participant Sterling or any of its affiliated companies, and their respective businesses, which shall have been obtained by Executive during the period Executive’s employment by Sterling or any of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant its affiliates and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Agreement). All records, files, memoranda, reports, customer lists, documents and the like (whether in paper or electronic format) that Executive has used or prepared during his or her Service (except in connection Executive’s employment shall remain the sole property of Sterling and shall be promptly returned to Sterling’s premises upon any termination of employment. After termination of Executive’s services with the proper performance of his or her duties) and thereafter Sterling, Executive shall not, without the prior written consent of the Corporation Bank or as may otherwise be required by law or legal process, disclose communicate or divulge any such information, knowledge or data to any person or entity any material or significant secret or confidential information concerning anyone other than the business Bank and those designated by it. The confidentiality provision contained herein is in addition to and not in limitation of the Corporation or Executive’s duties as an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be officer and director under applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law , regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate . For purposes of this Agreement Section 8 and Section 9, references to the Company, the term “secret or confidential information” Bank, Sterling and their affiliates shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s include their predecessor and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant successor entities. Notwithstanding anything in this Agreement to the contrary foregoing, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall Executive will not be held criminally or civilly liable under any federal or state trade secret law for the a disclosure of a trade secret that (a) is made (i) in confidence either directly or indirectly to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (b) is made in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and protected from public disclosure. Further, nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any federal Inspector General, or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive does not disclose need the trade secret, except pursuant prior authorization of the Company to court order. This paragraph will govern make any such reports or disclosures and is not required to notify the extent it may conflict with any other provision of this Agreement Company that he has made such reports or disclosures.

Appears in 4 contracts

Samples: Employment Agreement (Sterling Bancorp), Employment Agreement (Sterling Bancorp), Employment Agreement (Sterling Bancorp)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not The Executive understands he will receive “Confidential Information” during his or her Service (except in connection employment with the proper performance of his or her duties Company, including without limitation: (i) and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business or affairs of the Corporation Company, (ii) development, marketing or an Affiliate that was obtained by Participant strategy concerning products, locations or services, (iii) fees, costs and pricing structures, (iv) proprietary databases, (v) accounting and business methods, (vi) vendor or client lists, (vii) proprietary methods, processes, technology and trade secrets, (viii) business strategies, acquisition plans and candidates, financial or other performance data and personnel lists and data. The Executive agrees to take all appropriate steps to safeguard and to protect against improper disclosure or misuse of the Confidential Information. Upon termination or at any time the Company requests, the Executive agrees to return all Confidential Information in his possession or control, regardless of where or how it is stored. If the course of Participant’s Service. This paragraph shall not Executive is ever compelled to produce Confidential Information under court order or other process or government request believed to be applicable if and lawful, he will give the Company notice (to the extent Participant is practical and permitted) so as to provide the Company an opportunity to object, and will not disclose any more Confidential Information than required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency comply therewith. Participant further agrees The Executive and the Company agree that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes this Section 4 survives termination of this Agreement , the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant . Notwithstanding anything Nothing in this Agreement shall be construed to the contrary, nothing in this Agreement prohibits Participant prohibit Executive from confidentially reporting alleged improper or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation unlawful conduct to, or giving truthful testimony participating in, any investigation or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under proceeding conducted by any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly government agency or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement self- regulatory agency.

Appears in 3 contracts

Samples: Executive Employment Agreement (ECP Environmental Growth Opportunities Corp.), Executive Employment Agreement (ECP Environmental Growth Opportunities Corp.), Executive Employment Agreement (ECP Environmental Growth Opportunities Corp.)

Confidentiality. Participant acknowledges At all times after the Effective Date, Executive will maintain the confidentiality of all information in whatever form concerning Company or any of its subsidiaries or affiliates relating to its or their businesses, customers, finances, strategic or other plans, marketing, employees, trade practices, trade secrets, know-how or other matters which are not generally known outside Company or any of its subsidiaries or affiliates, and Executive will not, directly or indirectly, make any disclosure thereof to anyone, or make any use thereof, on Executive’s own behalf or on behalf of any third party, unless specifically requested by or agreed to in writing by an executive officer of Company. In addition, Executive agrees that Executive will not disclose the Corporation existence or an Affiliate may disclose secret terms of this Agreement to any third parties with the exception of Executive’s accountants, attorneys, or confidential information spouse, and shall ensure that none of them discloses such existence or terms to Participant during the period of Participant’s Service any other person, except as required to enable Participant comply with law. Executive will promptly return to perform his Company all reports, files, memoranda, records, computer equipment and software, credit cards, cardkey passes, door and file keys, computer access codes or her duties. Participant agrees that disks and instructional manuals, subject to the following sentence, Participant shall not during his and other physical or her Service (except personal property which Executive received or prepared or helped prepare in connection with the proper performance of his or her duties) Executive’s employment and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant Executive will not take retain any copies, but will leave with duplicates, reproductions or excerpts thereof. The obligations of this paragraph 7 shall survive the Corporation or an Affiliate, all records and papers and all matter expiration of whatever nature that bears secret or confidential information of the Corporation or an Affiliate this Agreement. For purposes Notwithstanding any other provision of this Agreement, the term “secret or confidential information” shall include, but Executive is not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant prohibited from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving (i) providing truthful testimony or making accurate information in connection with any investigation being conducted into the business or operations of the Company by any government agency or other disclosures regulator that is responsible for enforcing a law on behalf of the government or (ii) otherwise providing information to a governmental the appropriate government agency regarding conduct or action undertaken or omitted to be taken by the Company that Executive reasonably believes is illegal or in non-compliance with any financial disclosure or other legal or regulatory entity (in each case, without having to disclose any such conduct requirement applicable to the Corporation or an Affiliate) Company, or from responding if properly subpoenaed making any other disclosures that are protected under the whistleblower provisions of applicable law or otherwise required regulation; provided, that in making any such disclosures, Executive agrees to do so under applicable law take all reasonable precautions to prevent any unauthorized use or disclosure of any confidential information to any parties other than the relevant government agencies. In addition Additionally, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall Executive will not be held criminally or civilly liable under any federal or state trade secret law for the any disclosure of a trade secret that that: (A) is made (1) in confidence either directly or indirectly to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (2) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (B) is made in a complaint, complaint or other document filed under seal in a lawsuit or other proceeding , if such filing is made under seal . If Participant Executive files a lawsuit or other action alleging for retaliation by the Corporation or an Affiliate Company for reporting a suspected violation of law, Participant Executive may disclose the Company's trade secret secrets to his or her the Executive’s attorney and use the trade secret information in the court proceeding or other action, if Participant the Executive (A) files any document containing the trade secret secrets under seal seal; and (B) does not disclose the trade secret secrets, except pursuant to court order. This paragraph will govern Executive is not required to obtain the extent it may conflict with approval of, or give notice to, the Company or any other provision of its representatives to take any action permitted under this Agreement Section 7.

Appears in 3 contracts

Samples: Severance/Change in Control Agreement (Hanesbrands Inc.), Severance/Change in Control Agreement (Hanesbrands Inc.), Severance/Change in Control Agreement (Hanesbrands Inc.)

Confidentiality. Participant acknowledges that In the Corporation course of Executive's employment with and involvement with Sterling and its affiliates, Executive has obtained, or an Affiliate may disclose obtain, secret or confidential information information, knowledge or data concerning Sterling's and its affiliates' businesses, strategies, operations, clients, customers, prospects, financial affairs, organizational and personnel matters, policies, procedures and other nonpublic matters, or concerning those of third parties. Executive shall hold in a fiduciary capacity for the benefit of Sterling and its affiliates, all secret or confidential information, knowledge or data relating to Participant Sterling or any of its affiliated companies, and their respective businesses, which shall have been obtained by Executive during the period Executive's employment by Sterling or any of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant its affiliates and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Agreement). All records, files, memoranda, reports, customer lists, documents and the like (whether in paper or electronic format) that Executive has used or prepared during his or her Service (except in connection Executive's employment shall remain the sole property of Sterling and shall be promptly returned to Sterling's premises upon any termination of employment. After termination of Executive's services with the proper performance of his or her duties) and thereafter Sterling, Executive shall not, without the prior written consent of the Corporation Bank or as may otherwise be required by law or legal process, disclose communicate or divulge any such information, knowledge or data to any person or entity any material or significant secret or confidential information concerning anyone other than the business Bank and those designated by it. The confidentiality provision contained herein is in addition to and not in limitation of the Corporation or Executive's duties as an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be officer and director under applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law , regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate . For purposes of this Agreement Section 8 and Section 9, references to the Company, the term “secret or confidential information” Bank, and their affiliates shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s include their predecessor and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant successor entities. Notwithstanding anything in this Agreement to the contrary foregoing, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall Executive will not be held criminally or civilly liable under any federal or state trade secret law for the a disclosure of a trade secret that (a) is made (i) in confidence either directly or indirectly to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (b) is made in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and protected from public disclosure. Further, nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any federal Inspector General, or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive does not disclose need the trade secret, except pursuant prior authorization of the Company to court order. This paragraph will govern make any such reports or disclosures and is not required to notify the extent it may conflict with any other provision of this Agreement Company that he has made such reports or disclosures.

Appears in 3 contracts

Samples: Release Agreement (Sterling Bancorp), Release Agreement (Sterling Bancorp), Release Agreement (Sterling Bancorp)

Confidentiality. Participant As an employee of the Company, the Executive will have access to and may participate in the origination of non-public, proprietary and confidential information relating to the Company and/or its affiliates and subsidiaries, and the Executive acknowledges a fiduciary duty owed to the Company and its affiliates and subsidiaries not to disclose impermissibly any such information. Confidential information may include, but is not limited to, trade secrets, customer lists and information, internal corporate planning, methods of marketing and operation, and other data or information of or concerning the Company, its affiliates and subsidiaries or their customers that is not generally known to the Corporation public or generally in the banking industry. The Executive agrees that for a period of five (5) years following the cessation of employment, the Executive will not use or disclose to any third party any such confidential information, either directly or indirectly, except as may be authorized in writing specifically by the Company; provided, however that to the extent the information covered by this Section 9 is otherwise protected by the law, such as “trade secrets,” as defined by the Virginia Uniform Trade Secrets Act, or customer information protected by banking privacy laws, that information shall not be disclosed or used for however long the legal protections applicable to such information remain in effect. Nothing in this Agreement restricts or prohibits the Executive or the Executive’s counsel from initiating communications directly with, responding to any inquiry from, volunteering information to, or providing testimony before a self-regulatory authority or a governmental, law enforcement or other regulatory authority, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Congress, and any Office of Inspector General (collectively, the “Regulators”), from participating in any reporting of, investigation into, or proceeding regarding suspected violations of law, or from making other disclosures that are protected under or from receiving an Affiliate may disclose secret award for information provided under the whistleblower provisions of state or federal law or regulation. The Executive does not need the prior authorization of the Company to engage in such communications with the Regulators, respond to such inquiries from the Regulators, provide confidential information or documents containing confidential information to Participant during the period of Participant’s Service Regulators, or make any such reports or disclosures to enable Participant the Regulators. The Executive is not required to perform his or her duties notify the Company that the Executive has engaged in such communications with the Regulators. Participant The Executive recognizes and agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with any such activity outlined above, the proper performance of his or her duties) and thereafter, without Executive must inform the prior written consent of Regulators that the Corporation, information the Executive is providing is confidential. Federal law provides certain protections to individuals who disclose a trade secret to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature their attorney, a judge court, or a government official in certain, confidential circumstances. Specifically, federal law provides that an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that under either of the following conditions: • Where the disclosure is made (a) in confidence either directly or indirectly to a federal, state, state or local government official, either directly or indirectly, or to an attorney , ; and (b) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for • Where the disclosure of a trade secret is made in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant Federal law also provides that an individual who files a lawsuit or other action alleging for retaliation by the Corporation or an Affiliate employer for reporting a suspected violation of law, Participant law may disclose the trade secret to his or her the attorney of the individual and use the trade secret information in the court proceeding or other action proceeding, if Participant the individual (a) files any document containing the trade secret under seal seal; and (b) does not disclose the trade secret, except pursuant to court order . This paragraph will govern to the extent it may conflict with any other provision of this Agreement .

Appears in 3 contracts

Samples: Employment Agreement (Access National Corp), Employment Agreement (Access National Corp), Employment Agreement (Access National Corp)

Confidentiality. Participant acknowledges that As an employee of the Corporation or an Affiliate Bank, Executive will have access to and may disclose secret or participate in the origination of non-public, proprietary and confidential information relating to Participant Old Point and/or its subsidiaries, and Executive acknowledges a fiduciary duty owed to Old Point and its subsidiaries not to disclose impermissibly any such information. Confidential information may include, but is not limited to, trade secrets, customer lists and information, internal corporate planning, methods of marketing and operation, and other data or information of or concerning Old Point or its customers that is not generally known to the public or generally in the banking industry. Executive agrees that during the employment and for a period of Participant’s Service to enable Participant to perform his five (5) years following the cessation of employment, Executive will not use or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person third party any such confidential information, either directly or entity any material indirectly, except as may be authorized in writing specifically by Old Point; provided, however that to the extent the information covered by this Section 8 is otherwise protected by the law, such as "trade secrets," as defined by the Virginia Uniform Trade Secrets Act, or significant secret or confidential customer information concerning the business of the Corporation or an Affiliate protected by banking privacy laws, that was obtained by Participant in the course of Participant’s Service. This paragraph information shall not be disclosed or used for however long the legal protections applicable if and to the extent Participant is required to testify such information remain in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant effect. Notwithstanding anything in this Agreement to the contrary foregoing, nothing in this Agreement prohibits Participant is intended to prohibit Executive from confidentially performing any duty or otherwise communicating obligation that shall arise as a matter of law or filing a charge or complaint limit Executive's right to communicate with a governmental government agency, as provided for, protected under or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under warranted by applicable law. Specifically, Executive shall continue to be under a duty to truthfully respond to any legal and valid subpoena or other legal process. In addition the event Executive is requested to disclose confidential information by subpoena or other legal process or lawful exercise of authority, nothing Executive shall promptly provide Old Point with notice of the same and cooperate with Old Point in this Agreement limits Participant’s right Old Point's effort, at its sole expense, to receive avoid disclosure. Federal law provides certain protections to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances. Specifically, federal law provides that an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that under either of the following conditions: · Where the disclosure is made (A) in confidence either directly or indirectly to a federal, state, state or local government official, either directly or indirectly, or to an attorney , ; and (B) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for · Where the disclosure of a trade secret is made in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant Federal law also provides that an individual who files a lawsuit or other action alleging for retaliation by the Corporation or an Affiliate employer for reporting a suspected violation of law, Participant law may disclose the trade secret to his or her the attorney of the individual and use the trade secret information in the court proceeding or other action proceeding, if Participant the individual (A) files any document containing the trade secret under seal seal; and (B) does not disclose the trade secret, except pursuant to court order . This paragraph will govern to the extent it may conflict with any other provision of this Agreement .

Appears in 3 contracts

Samples: Employment Agreement (Old Point Financial Corp), Employment Agreement (Old Point Financial Corp), Employment Agreement (Old Point Financial Corp)

Confidentiality. Participant acknowledges that During the Corporation Term of Employment, and at all times thereafter, the Executive shall maintain the confidentiality of all confidential or an Affiliate may disclose secret proprietary information of MFA and/or any of its subsidiaries or confidential information to Participant during affiliates, or of any other person or entity with which the period Executive has been involved as a direct or indirect result of Participant’s Service to enable Participant to perform his employment by, or her duties. Participant agrees that performance of consulting or other services (including, subject to without limitation, as a director, officer, advisor, agent, consultant or other independent contractor) for, MFA or any of its subsidiaries or affiliates (“Confidential Information”), and, except in furtherance of his employment by MFA or as specifically required by law or by court order or in the following sentence course of carrying out his duties for MFA, Participant he shall not during his directly or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, indirectly disclose any such information to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph entity; nor shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated he use Confidential Information for any reason, Participant will not take, but will leave with purpose except for the Corporation or an Affiliate, all records and papers and all matter benefit of whatever nature that bears secret or confidential information of the Corporation or an Affiliate MFA. For purposes of this Agreement, the term secret Confidential Information” includes, without limitation: client or confidential customer lists, identities, contacts, business and financial information ” shall include ; investment strategies; pricing information or policies, but not be limited to fees or commission arrangements of MFA; marketing plans, any projections, presentations or strategies of MFA; financial and all records, notes, memoranda, data, writings, research, budget information of MFA; personnel information, customer information personnel lists, clearing members’ information resumes, personnel data, organizational structure, compensation and performance evaluations; information regarding the Corporation’s existence or terms of any agreement or relationship between MFA or any of its subsidiaries or affiliates and any Affiliate’s financial information other party; and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature nature, which gives to MFA or any of its subsidiaries or affiliates an opportunity to obtain an advantage over its competitors who or which do not have access to such information. This restriction shall apply regardless of whether such Confidential Information is in written, graphic, recorded, photographic, data or any machine readable form or is orally conveyed to, or memorized by, the possession or control of the Corporation or an Affiliate Executive; provided, however, that has this Paragraph 7(a) shall not been published apply to Confidential Information that is or disclosed becomes publicly known through no act or omission on the Executive’s part. Anything to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary contrary notwithstanding, nothing in this Agreement prohibits Participant shall prevent the Executive from confidentially or otherwise communicating or filing retaining a charge or complaint with a governmental or regulatory entity home computer and security system, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making papers and other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure materials of a trade secret that is made in confidence either directly or indirectly to a federal personal nature, state including personal diaries, or local government official calendars and Rolodexes, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret information relating to his compensation or her attorney relating to reimbursement of expenses, information that he reasonably believes may be needed for tax purposes, and use the trade secret in the court proceeding or other action copies of plans, if Participant files any document containing the trade secret under seal programs and does not disclose the trade secret, except pursuant agreements relating to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement his employment.

Appears in 3 contracts

Samples: Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.)

Confidentiality. Participant acknowledges Executive recognizes the interest of the Company in maintaining the confidential nature of its proprietary and other business and commercial information. In connection therewith, Executive covenants that during the Corporation term of his/her employment with the Company under this Agreement, and for a period of two (2) years thereafter (except as set forth in Section 2.2 hereof), Executive shall not, directly or an Affiliate may indirectly, except as authorized in writing by the Board, publish, disclose or use for his/her own benefit or for the benefit of a business or entity other than the Company or otherwise, any secret or confidential matter, or proprietary or other information to Participant not in the public domain that was acquired by Executive during the period of Participant’s Service to enable Participant to perform his or his/her duties. Participant agrees that employment, subject relating to the following sentence Company or any of its affiliates’ businesses, Participant shall operations, customers, suppliers, products, employees, financial information, budgets, practices, strategies, prices, methods, technology, know-how, intellectual property, documentation, concepts, improvements, plans, research and development, leads and/or marketing materials, records, files, databases, accounting journals, accounts receivable records, business plans and other similar information (the “Confidential Information”); provided, however, Confidential Information does not during his include information that (i) is or her Service becomes generally available to the public other than as a result of a breach of this Agreement; ( except in connection ii) is disclosed with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation Company; (iii) at the time of such disclosure, disclose to any person was already known or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of Executive; (iv) becomes available to a competitor of the Corporation Company on a non-confidential basis from a source other than Executive, which source is not prohibited from disclosing such Confidential Information by a legal, contractual or an Affiliate, that has not been published or disclosed fiduciary obligation to the general public Company; or (v) is independently developed by a competitor of the Company. Executive will abide by the Company’s policies and regulations, the options industry as established from time to time, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure protection of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement its Confidential Information.

Appears in 3 contracts

Samples: Employment Agreement (Market Central Inc), Employment Agreement (Market Central Inc), Employment Agreement (Market Central Inc)

Confidentiality. Participant (a) Each party acknowledges and understands that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject with respect to the following sentence activities described in this Agreement any and all technical, Participant shall not during his trade secret, or her Service business information, including, without limitation, financial information, business or marketing strategies or plans, business relationships, product development or customer information ( except in connection “Proprietary Information”) shared by one party with the proper performance other is confidential and proprietary, constitutes trade secrets of his the owner of such Proprietary Information, and is of great value and importance to the success of the owner’s business. The recipient of any such Proprietary Information agrees to use efforts not less than that employed to protect its own proprietary information, and in any event, commercially reasonable efforts, to safeguard any Proprietary Information received from the other party and to prevent the unauthorized, negligent or her duties) and thereafter inadvertent use or disclosure thereof. The recipient of any such Proprietary Information shall not, without the prior written consent approval of the Corporation owner, directly or indirectly, disclose the Proprietary Information to any person or business entity any material or significant secret or confidential information concerning the business except for a limited number of employees, attorneys, accountants and other advisors of the Corporation recipient on a need-to-know basis or an Affiliate that was obtained as may be required by Participant law or regulation. The recipient of any such Proprietary Information shall promptly notify the owner in the course writing of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative (i) any unauthorized, judicial negligent or regulatory proceeding pursuant to an order inadvertent use or disclosure of Congress, any state or local legislature, a judge Proprietary Information, or an administrative (ii) any disclosure required by law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order regulation. The recipient of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” such Proprietary Information shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in liable under this Agreement to the contrary, nothing owner for any use or disclosure in violation of this Agreement prohibits Participant from confidentially by it or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity its employees, participating in a governmental or regulatory entity investigation attorneys, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint accountants, or other document filed in a lawsuit advisors or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement agents.

Appears in 3 contracts

Samples: Marketing Agent Agreement (KKR Income Opportunities Fund), Marketing Agent Agreement (THL Credit Senior Loan Fund), Marketing Agent Agreement (THL Credit Senior Loan Fund)

Confidentiality. Participant acknowledges Executive agrees that during Executive’s employment with the Corporation or an Affiliate may disclose secret or Company, will have access to confidential information and/or proprietary information about the Company and/or its clients, including, but not limited to, investment strategies, programs or ideas, trade secrets, methods, models, passwords, access to Participant during computer files, financial information and records, forecasts, computer software programs, agreements and/or contracts between the period Company and its respective clients, client contracts, prospective contracts, creative policies and ideas, public relations and public affairs campaigns, media materials, budgets, practices, concepts, strategies, methods of Participant’s Service operation, technical and scientific information, discoveries, developments, formulas, specifications, know-how, design inventions, marketing and business strategies and financial or business projects, and information about or received from clients and other companies with which the Company does business. The foregoing shall be collectively referred to enable Participant to perform his or her duties. Participant agrees that, subject as “Confidential Information.” Any information that is not readily available to the following sentence public shall be considered to be Confidential Information, Participant shall even if it is not specifically marked as such, unless the Company advises Executive otherwise in writing. Such Confidential Information is not readily available to the public and accordingly, Executive agrees that he or she will not at any time, whether during his or her Service (except in connection employment with the proper performance of his Company or her duties) and thereafter , without the prior written consent of the Corporation , disclose to any person or entity any material or significant secret or confidential information concerning anyone, (other than in furtherance of the business of the Corporation Company) any Confidential Information, or an Affiliate that was obtained by Participant in utilize such Confidential Information for his or her own benefit, or for the course benefit of Participant’s Service third parties. This paragraph shall not be applicable if Executive also agrees to preserve and protect the confidentiality of any third party information similar to the Confidential Information to the same extent, and on the same basis, as the Company’s Confidential Information. To the extent Participant is required to testify in a legislative that any Confidential Information shall become the subject of any search warrant, judicial court order, lawful subpoena, governmental investigation disclosure request or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge mandate, or an administrative law judge the like (a “Disclosure Request”), Executive will notify the Company immediately, provide the Company adequate opportunity to oppose such Disclosure Request and reasonably assist the Company, at no cost to Executive, in opposing such Disclosure Request or if seeking a protective order or such secret or confidential other limitation on disclosure as may be reasonably requested by the Company. If, after providing the notice and assistance required by the immediately preceding sentence, Executive is still required by lawful order to disclose any Confidential Information, Executive shall only disclose such information as is specifically required to be disclosed by Participant by any law such lawful order. The confidentiality protections available in this Agreement are in addition to, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will and not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to exclusive of, any and all records other rights, notes including those provided under copyright, memoranda officer or director fiduciary duties and trade secret and confidential information laws. This confidentiality covenant has no temporal, data, writings, research, personnel information, customer information, clearing members’ information, geographical or territorial restriction. This Section 17 shall survive the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information termination of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant this Agreement. Notwithstanding anything in this Agreement herein to the contrary, nothing in this Agreement prohibits Participant shall (x) prohibit Executive from confidentially making reports of possible violations of federal law or otherwise communicating regulation to any governmental agency or filing a charge or complaint entity in accordance with a governmental or regulatory entity the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934, participating in a governmental or regulatory entity investigation as amended, or giving truthful testimony Section 806 of the Sarbanes-Oxley Act of 2002, or making of any other disclosures to a governmental whistleblower protection provisions of federal law or regulatory entity regulation, or ( in each case y) require notification or prior approval by the Company of any such report; provided that, without having Executive is not authorized to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret communications with counsel that is were made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting receiving legal advice or investigating a violation of law. Participant shall not be held criminally that contain legal advice or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation that are protected by the Corporation attorney work product or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement similar privilege.

Appears in 3 contracts

Samples: Employment Agreement (Forza X1, Inc.), Employment Agreement (Twin Vee PowerCats, Co.), Employment Agreement (Inhibikase Therapeutics, Inc.)

Confidentiality. Participant acknowledges that At all times, both during my Employment and after the Corporation Cessation of my Employment, whether the cessation is voluntary or an Affiliate may involuntary, for any reason or no reason, or by disability, I will keep in strictest confidence and trust all Proprietary Information, and I will not disclose secret or confidential information use or permit the use or disclosure of any Proprietary Information or Rights pertaining to Participant during the period of Participant’s Service to enable Participant to perform his Proprietary Information, or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter anything related thereto, without the prior written consent of the Corporation Company, except as may be necessary in the ordinary course of performing my duties for the Company or as required by law or requested by any governmental agency or court of competent jurisdiction. I recognize that the Company has received and in the future will receive from third parties (including Business Partners) their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information. I agree that I owe the Company and such third parties (including Business Partners), during my Employment and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence, and I will not disclose to or use or permit the use or disclosure of any person such confidential or entity any material or significant secret or confidential information concerning Proprietary Information without the business prior written consent of the Corporation or an Affiliate that was obtained by Participant Company, except as may be necessary in the ordinary course of Participant’s Service. This paragraph shall not be applicable if and to performing my duties for the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave Company consistent with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information Company’s agreement with such third party. I acknowledge receipt of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so following notice under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant Act: An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made if he/she (i) makes such disclosure in confidence either directly or indirectly to a federal, state, or local government official, either directly or indirectly, or to an attorney, attorney and such disclosure is made solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the (ii) such disclosure of a trade secret was made in a complaint, complaint or other document filed in a lawsuit or other proceeding, proceeding if such filing is made under seal. If Participant Further, an individual who files a lawsuit or other action alleging for retaliation by the Corporation or an Affiliate employer for reporting a suspected violation of law, Participant law may disclose the employer’s trade secret secrets to his or her the attorney and use the trade secret information in the court proceeding or other action, if Participant the individual: (i) files any document containing the trade secret under seal seal; and (ii) does not disclose the trade secret, except pursuant to court order . This paragraph will govern to the extent it may conflict with any other provision of this Agreement .

Appears in 3 contracts

Samples: Employment Agreement (Vyant Bio, Inc.), Employment Agreement (Vyant Bio, Inc.), Employment Agreement (Vyant Bio, Inc.)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant The Executive shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter not, without the prior --------------- express written consent of the Corporation Company, directly or indirectly, use for any purpose any Confidential Information (as defined below) in any way, or divulge, disclose or make available or accessible any Confidential Information to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative person, judicial or regulatory proceeding pursuant to an order of Congress firm, any state or local legislature partnership, a judge corporation, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations trust or any other information entity or third party unless (i) such disclosure is reasonably necessary or appropriate in connection ------ with the performance by the Executive of whatever nature in the possession or control his duties as an executive of the Corporation Company or an Affiliate (ii) such disclosure is required by applicable law or (iii) the -- -- Executive is requested or required by a judicial or arbitration body or governmental agency (by oral question, that has not been published interrogatories, requests for information or disclosed to the general public documents, the options industry subpoena, the equities industry, the foreign currency exchange industry civil investigative demand or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having similar process) to disclose any such conduct information, in which case the Executive will (A) promptly notify the Company of such request or requirement, so that the Company may seek an appropriate protective order and (B) cooperate with the Company, at its --- expense, in seeking such an order. "Confidential Information" means all ------------------------ information respecting the business and activities of the Company and any of its Subsidiaries, including, without limitation, respecting the clients, customers, suppliers, employees, consultants, prospects, computer or other files, projects, products, computer disks or other media, computer hardware or computer software programs, underwriting, lending or investment standards, marketing plans, financial information, methodologies, know-how, processes, trade secrets, policies, practices, projections, forecasts, formats, operational methods, product development techniques, research, strategies or information agreed to with third-parties to be kept confidential by the Company and any of its Subsidiaries. Notwithstanding the immediately preceding sentence, Confidential Information shall not include any information that is, or becomes, a part of the public domain or generally available to the Corporation public (unless such availability occurs as a result of any breach by the Executive of this Agreement) or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing any business knowledge and experience of the type usually acquired by persons engaged in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant positions similar to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)) Executive's position with the Company, Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with such knowledge and experience is non-Company specific and not proprietary to the Company or any other provision of this Agreement its Subsidiaries.

Appears in 3 contracts

Samples: Employment Agreement (MCG Capital Corp), Employment Agreement (MCG Capital Corp), Employment Agreement (MCG Capital Corp)

Confidentiality. Participant Executive recognizes and acknowledges that personal information and knowledge thereof regarding the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent customers of the Corporation Company and its Affiliates are protected by state and federal law and the Privacy Principles of the Company and its Affiliates, as amended from time to time (collectively, “Protected Customer Information”), and that customer lists, trade secrets, nonpublic financial information, and nonpublic past, present, planned or considered business activities of the Company and its Affiliates and any plans for such business activities (collectively, “Proprietary Information”) are valuable, special and unique assets of the Company. Executive will not, during or after the Employment Period, disclose any Protected Customer Information or Proprietary Information or his knowledge thereof to any person or entity Legal Entity other than the Company or any material Affiliate, or significant secret use any Protected Customer Information or confidential Proprietary Information to the detriment of the Company, any Affiliate or any of their respective customers or employees, or for the benefit of himself, any person or any Legal Entity, for any reason or purpose whatsoever. Notwithstanding the foregoing, Executive may (i) disclose and use information concerning that becomes publicly known through no wrongful act or omission of Executive, but only if the disclosure of such information is not restricted by any applicable state or federal laws or regulations and the information is not received from a person who was or is bound by an obligation not to disclose such information; (ii) disclose and use any financial, banking, business or economic principles, concepts or ideas that do not constitute Protected Customer Information or Proprietary Information; (iii) disclose any information regarding the business activities of the Corporation Company or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and its Affiliates to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding governmental authority pursuant to an order of Congress, a formal written request made by such governmental authority; and (iv) disclose any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant Executive pursuant to an order or judicial process issued by any law a court of competent jurisdiction; provided, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate however, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict not prohibited by applicable state or federal law, Executive shall provide the Company or the applicable Affiliate with any other provision at least ten (10) days’ prior written notice of his intention to disclose information pursuant to subparagraph (iii) or (iv) of this Agreement Section 8(c).

Appears in 3 contracts

Samples: Employment Agreement (BankFinancial CORP), Employment Agreement (BankFinancial CORP), Employment Agreement (BankFinancial CORP)

Confidentiality. Participant acknowledges that During the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period Term of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service this Agreement and for three ( except in connection with the proper performance of his or her duties 3) and years thereafter, without the prior written consent of the Corporation Employee shall not, disclose to in any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative manner, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take either directly or indirectly, but will leave with the Corporation divulge or an Affiliate communicate to any person, all records and papers and all matter of whatever nature that bears secret firm or corporation, any confidential information of the Corporation concerning any matters not generally known in Company's industry or an Affiliate. For purposes of this Agreement otherwise made public by Company which affects or relates to Company's business, the term “secret finances, marketing and/ or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings operations, research, personnel information development, customer information inventions, clearing members’ information products, the Corporation’s and any Affiliate’s financial information and designs, plans, processes procedures, methods or other data (collectively, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature "Confidential Information") except in the possession ordinary course of his duties for Company or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise as required to do so under by applicable law. In addition Without regard to whether any item of Confidential Information is deemed or considered confidential, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state material, or local government official important, or to an attorney the parties hereto stipulate that as between them, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with such item is not generally known in the Company's industry, such item is important, material, and confidential and affects the successful conduct of Company's business and good will, and that any other provision breach of the terms of this Section 6.1 shall be a material and incurable breach of this Agreement.

Appears in 3 contracts

Samples: Employment Agreement (Ominto, Inc.), Employment Agreement (Ominto, Inc.), Employment Agreement (Ominto, Inc.)

Confidentiality. Participant acknowledges The Executive agrees and understands that in the Corporation Executive’s position with the Company, the Executive will be exposed to and will receive information relating to the confidential affairs of the Company, including but not limited to, information regarding the Company’s ownership, technical information, intellectual property, business and marketing plans, strategies, customer information, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company, and other forms of information considered by the Company reasonably and in good faith to be confidential and in the nature of trade secrets (“Confidential Information”). Confidential Information does not include information that is or an Affiliate may disclose secret becomes widely available in any industry in which the Company does business other than as a result of any act or confidential information to Participant omission by the Executive in violation of this Agreement or law. The Executive agrees that during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) Employment Term and thereafter, the Executive shall not, other than on behalf of the Company, disclose such Confidential Information, either directly or indirectly, to any third person or entity without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate Company; provided that was obtained by Participant in the course of Participant’s Service. This paragraph shall not disclosure may be applicable if and made to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation regulation, or order of any court or a regulatory commission body, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with in each case so long as the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information Executive gives the Company as much advance notice of the Corporation disclosure as possible to enable the Company to seek a protective order, confidential treatment, or an Affiliate other appropriate relief. For purposes This confidentiality covenant has no temporal, geographical, or territorial restriction. Upon termination of this Agreement the Employment Term, the term “secret or confidential information” Executive shall include, but not be limited to, any promptly supply to the Company: (i) all property of the Company; and (ii) all records, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession tangible product or control of the Corporation document containing Confidential Information produced by, received by, or an Affiliate, that has not been published or disclosed otherwise submitted to the general public, the options industry, the equities industry, the foreign currency exchange industry Executive during or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common prior to the trade or profession of Participant Employment Term. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant Executive acknowledges that pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)) Act, Participant shall 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 is made made: (i) in confidence either directly or indirectly to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the disclosure of a trade secret is made in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant Also, an individual who files a lawsuit or other action alleging for retaliation by the Corporation or an Affiliate employer for reporting a suspected violation of law, Participant law may disclose the trade secret to his or her the attorney of the individual and use the trade secret information in the court proceeding or other action, if Participant the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court Court order . This paragraph will govern to the extent it may conflict with any other provision of this Agreement .

Appears in 3 contracts

Samples: Employment Agreement (Espey MFG & Electronics Corp), Employment Agreement (Espey MFG & Electronics Corp), Employment Agreement (Espey MFG & Electronics Corp)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant Executive shall not, during the period of Participant’s Service to enable Participant to perform his Employment Term or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and anytime thereafter, without the prior written consent make use of the Corporation, or disclose any Confidential Information to any person or entity (including, but not limited to any material bank, trust company, credit union, corporation, firm, unincorporated organization, association, partnership, limited liability company, trust estate, joint venture or significant secret other business organization or entity) (“Person”) for any reason or purpose whatsoever other than in furtherance of Employer’s business. The term “Confidential Information” shall mean all confidential information concerning of or relating to Employer and any Person effectively controlling, effectively controlled by or effectively under common control with Employer (“Affiliate”) including, without limitation, financial information and data, business plans and information regarding prospects and opportunities (such as, by way of example only, client and customer lists and acquisition, disposition, expansion, product development and other strategic plans), but does not include any information that is or becomes public knowledge by means other than Executive’s breach or nonobservance of his obligations described in this Section 5.1. Notwithstanding the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not foregoing, Executive may disclose such Confidential Information as he may be applicable if and to the extent Participant is legally required to testify do so on the advice of counsel in a legislative, judicial connection with any legal or regulatory proceeding pursuant proceeding; provided, however, that Executive shall provide Employer with prior written notice of any such required or potentially required disclosure and shall cooperate with Employer and use his best efforts under such circumstances to an order obtain appropriate confidential treatment of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is Confidential Information that may be so required to be disclosed by Participant by in connection with any law, regulation or order of any court such legal or regulatory commission, department or agency proceeding. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary Furthermore, nothing in this Agreement Section 5.1 prohibits Participant Executive from confidentially or otherwise communicating or filing a charge or complaint with a reporting possible violations of federal securities law to any governmental or regulatory entity agency, participating in a governmental or regulatory entity investigation including the Securities and Exchange Commission, or giving truthful testimony or making any other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to that are protected under the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act whistleblower provisions of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law regulation. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and Executive does not disclose the trade secret, except need Employer’s prior written notice to make any such report or disclosures and Executive is not required to notify Employer that he has made such report or disclosures. Executive’s obligation to refrain from disclosing Confidential Information under this Section 5.1 shall continue in effect in accordance with its terms following any termination of this Agreement pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement Section 4 above.

Appears in 3 contracts

Samples: Employment Agreement (Enterprise Bancorp Inc /Ma/), Employment Agreement (Enterprise Bancorp Inc /Ma/), Employment Agreement (Enterprise Bancorp Inc /Ma/)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in In the course of Participant the Grantee’s Service. This paragraph shall not be applicable if performing Grantee’s duties for the Company and its Affiliates, the Company expects to the extent Participant is required to testify in a legislative provide Grantee with various proprietary, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such confidential and trade secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate Company and its Affiliates. For purposes of this Agreement Such proprietary, the term “ confidential and trade secret or confidential information” shall information may include, but not be limited to, any database of customer accounts; any customer, supplier and distributor list; customer profiles; information regarding sales and marketing activities and strategies; trade secrets; data regarding technology, products and services; information regarding pricing, pricing techniques and procurement; financial data and forecasts regarding the Company and customers, suppliers and distributors of the Company; software programs and intellectual property (collectively, “Confidential Information”). All Confidential Information shall be and remain the sole property of the Company and its assigns, and the Company shall be and remain the sole owner of all records patents, notes copyrights, memoranda trademarks, data names and other rights in connection therewith and without regard to whether the Company is at any particular time developing or marketing the same. The Grantee acknowledges that the Confidential Information is a valuable, writings, research, personnel information, customer information, clearing members’ information special and unique asset of the Company and its Affiliates and that Grantee’s access to and knowledge of the Confidential Information is essential to the performance of Grantee’s duties as an employee of the Company and its Affiliates. In light of the competitive nature of the business in which the Company and its Affiliates are engaged, the Corporation Grantee agrees that Grantee will, both during Grantee’s employment or service with the Company and its Affiliates and thereafter, maintain the strict confidentiality of all Confidential Information known or obtained by him or to which Grantee has access in connection with Grantee’s employment by or service with the Company and that Grantee will not (i) disclose any Confidential Information to any person or entity (other than in proper performance of Grantee’s duties hereunder) or (ii) make any use of any Confidential Information for Grantee’s own purposes or for the direct or indirect benefit of any person or entity other than the Company or its Affiliates. Confidential Information shall not be deemed to include information that (w) becomes generally available to the public through no fault of Grantee, (x) is previously known by the Grantee prior to Grantee’s receipt of such information from the Company, (y) becomes available to Grantee on a non-confidential basis from a source which, to Grantee’s knowledge, is not prohibited from disclosing such information by legal, contractual or fiduciary obligation to the Company or (z) is required to be disclosed in order to comply with any applicable law or court order. Nothing in this Confidentiality provision prohibits Grantee from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any Affiliate’s financial information and plans agency Inspector General, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Grantee does not require prior authorization to a governmental or regulatory entity (in each case, without having to disclose make any such conduct reports or disclosures and is not required to notify the company such reports or disclosures have been made. Immediately upon termination of the Grantee’s employment or at any other time upon the Company’s request, the Grantee will return to the Corporation Company all memoranda, notes and data, computer software and hardware, records or an Affiliate), other documents compiled by Grantee or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant made available to the Defend Trade Secrets Act Grantee during the Grantee’s employment with the Company concerning the Business of 2016 (18 U.S.C. 1833(b)) the Company, Participant shall not including without limitation, all files, records, documents, lists, equipment, supplies, promotional materials, keys, phone or credit cards and similar items and all copies thereof or extracts therefrom. Notwithstanding the foregoing, in certain limited circumstances described in the Company’s Confidentiality Guidelines, Grantee may disclose Confidential Information that consists of materials that would otherwise be held criminally or civilly liable under any federal or state subject to trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement protection.

Appears in 3 contracts

Samples: Restricted Stock Unit (Flagstar Bancorp Inc), Restricted Stock Unit (Flagstar Bancorp Inc), Restricted Stock Unit and Performance Share Unit (Flagstar Bancorp Inc)

Confidentiality. Participant acknowledges that As an employee of the Corporation or an Affiliate Bank, Employee will have access to and may disclose secret or participate in the origination of non-public, proprietary and confidential information relating to Participant the Bank and/or its affiliates, and Employee acknowledges a fiduciary duty owed to the Bank and its affiliates not to disclose impermissibly any such information. Confidential information may include, but is not limited to, trade secrets, customer lists and information, internal corporate planning, methods of marketing and operation, and other data or information of or concerning the Bank or its customers that is not generally known to the public or generally in the banking industry. Employee agrees that during the employment and for a period of Participant’s Service to enable Participant to perform his five (5) years following the cessation of employment, Employee will not use or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person third party any such confidential information, either directly or entity any material indirectly, except as may be authorized in writing specifically by the Bank; provided, however that to the extent the information covered by this Section 8 is otherwise protected by the law, such as “trade secrets,” as defined by the Virginia Uniform Trade Secrets Act, or significant secret or confidential customer information concerning the business of the Corporation or an Affiliate protected by banking privacy laws, that was obtained by Participant in the course of Participant’s Service. This paragraph information shall not be disclosed or used for however long the legal protections applicable if and to the extent Participant is required to testify such information remain in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant effect. Notwithstanding anything in this Agreement to the contrary foregoing, nothing in this Agreement prohibits Participant is intended to prohibit Employee from confidentially performing any duty or otherwise communicating obligation that shall arise as a matter of law or filing a charge or complaint limit Employee’s right to communicate with a governmental government agency, as provided for, protected under or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under warranted by applicable law. Specifically, Employee shall continue to be under a duty to truthfully respond to any legal and valid subpoena or other legal process. In addition the event Employee is requested to disclose confidential information by subpoena or other legal process or lawful exercise of authority, nothing Employee shall promptly provide the Bank with notice of the same and cooperate with the Bank in this Agreement limits Participant’s right the Bank's effort, at its sole expense, to receive avoid disclosure. Federal law provides certain protections to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances. Specifically, federal law provides that an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that under either of the following conditions: • Where the disclosure is made (A) in confidence either directly or indirectly to a federal, state, state or local government official, either directly or indirectly, or to an attorney , ; and (B) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for • Where the disclosure of a trade secret is made in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant Federal law also provides that an individual who files a lawsuit or other action alleging for retaliation by the Corporation or an Affiliate employer for reporting a suspected violation of law, Participant law may disclose the trade secret to his or her the attorney of the individual and use the trade secret information in the court proceeding or other action proceeding, if Participant the individual (A) files any document containing the trade secret under seal seal; and (B) does not disclose the trade secret, except pursuant to court order . This paragraph will govern to the extent it may conflict with any other provision of this Agreement .

Appears in 3 contracts

Samples: Change of Control Severance Agreement (Old Point Financial Corp), Change of Control Severance Agreement (Old Point Financial Corp), Change of Control Severance Agreement (Old Point Financial Corp)

Confidentiality. Participant Executive recognizes and acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant Proprietary Information (as defined in below) is a valuable, special and unique asset of the business of the Company and its affiliates. As a result, both during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) Term and thereafter , Executive will not, without the prior written consent of the Corporation Company, disclose for any reason divulge to any person third-party or entity use for his own benefit, or for any material or significant secret or confidential information concerning purpose other than the business exclusive benefit of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if Company and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress its affiliates, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant Proprietary Information. Notwithstanding anything in this Agreement to the contrary foregoing, nothing in this Agreement prohibits Participant Executive from confidentially initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or otherwise communicating regulation to, or from filing a charge claim or complaint assisting with an investigation directly with a governmental self-regulatory authority or regulatory a government agency or entity, participating in a governmental or regulatory entity investigation including the U.S. Equal Employment Opportunity Commission, or giving truthful testimony or making other disclosures to a governmental or regulatory entity the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General ( in each case collectively, without having to disclose any such conduct to the Corporation or an Affiliate “Regulators”), or from responding if properly subpoenaed making other disclosures that are protected under the whistleblower provisions of state or otherwise required to do so under applicable law federal law or regulation. In addition connection with any such activity, nothing in this Agreement limits Participant Executive must identify any information that is confidential and ask the Regulator for confidential treatment of such information. Despite the foregoing, Executive is not permitted to reveal to any third party, including any governmental, law enforcement, or regulatory authority, information employee came to learn during the course of Executive’s employment with the Company that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege, attorney work product doctrine and/or other applicable legal privileges. The Company and its affiliates do not waive any applicable privileges or the right to receive an award from a governmental or regulatory entity for information provided continue to such an entity ( protect its privileged attorney-client information, attorney work product, and not as compensation for actual or alleged personal injury or damages other privileged information. Notwithstanding any other provisions of this Agreement, pursuant to Participant). Pursuant to the Defend Trade Secrets Act of 2016 ( 18 U.S.C. USC Section 1833(b) ) , Participant Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a the Company’s or its affiliate’s trade secret that is made in confidence either directly or indirectly made: (a) confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made (b) in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant Executive files a lawsuit or other action alleging for retaliation by the Corporation or an Affiliate Company for reporting a suspected violation of law, Participant Executive may disclose the a trade secret to his or her Executive’s attorney and use the trade secret information in the related court proceeding or other action proceedings, if Participant provided that Executive files any document containing the trade secret information under seal and does not disclose the trade secret, except pursuant to court order . This paragraph will govern to the extent it may conflict with any other provision of this Agreement .

Appears in 3 contracts

Samples: Employment Agreement (Sito Mobile, Ltd.), Employment Agreement (Sito Mobile, Ltd.), Employment Agreement (Sito Mobile, Ltd.)

Confidentiality. Participant acknowledges that During the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period Term of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service this Agreement and for three ( except in connection with the proper performance of his or her duties 3) and years thereafter, without the prior written consent of the Corporation Employee shall not, disclose to in any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative manner, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take either directly or indirectly, but will leave with the Corporation divulge or an Affiliate communicate to any person, all records and papers and all matter of whatever nature that bears secret firm or corporation, any confidential information of the Corporation concerning any matters not generally known in Company's industry or an Affiliate. For purposes of this Agreement otherwise made public by Company which affects or relates to Company's business, the term “secret finances, marketing and/ or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings operations, research, personnel information development, customer information inventions, clearing members’ information products, the Corporation’s and any Affiliate’s financial information and designs, plans, processes procedures, methods or other data (collectively, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature “Confidential Information”) except in the possession ordinary course of his duties for Company or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise as required to do so under by applicable law. In addition Without regard to whether any item of Confidential Information is deemed or considered confidential, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state material, or local government official important, or to an attorney the parties hereto stipulate that as between them, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with such item is not generally known in the Company's industry, such item is important, material, and confidential and affects the successful conduct of Company’s business and good will, and that any other provision breach of the terms of this Section 6.1 shall be a material and incurable breach of this Agreement.

Appears in 3 contracts

Samples: Employment Agreement (Ominto, Inc.), Employment Agreement (Ominto, Inc.), Employment Agreement (Ominto, Inc.)

Confidentiality. Participant Executive hereby acknowledges his understanding that as a result of his employment by CSL, in order to assist Executive with his duties, the Corporation Company and its affiliates will provide Executive with, and Executive will develop on behalf of the Company and its affiliates, valuable and important confidential or an Affiliate may disclose secret or confidential proprietary data, documents and information to Participant concerning CSL and its affiliates, their operations and their future plans. Executive hereby agrees that he will not, either during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance term of his employment with CSL, or her duties) and thereafter at any time after the term of his employment with CSL, without the prior written consent of the Corporation, disclose divulge or communicate to any person or entity entity, or direct any material Executive or significant secret agent of CSL or its affiliates or of his to divulge or communicate to any person or entity, or use to the detriment of CSL or its affiliates or for the benefit of any other person or entity, or make or remove any copies of, such confidential information concerning or proprietary data or information, whether or not marked or otherwise identified as confidential or secret. Upon any termination of this Agreement for any reason whatsoever, Executive shall surrender to CSL any and all materials, including but not limited to drawings, manuals, reports, documents, lists, photographs, maps, surveys, plans, specifications, accountings and any and all other materials relating to the business Company, its affiliates or any of its or their business, including all copies thereof, that Executive has in his possession, whether or not such material was created or compiled by Executive, but excluding, however, personal memorabilia belonging to Executive. With the exception of such excluded items, materials, etc., Executive acknowledges that all such material is solely the property of CSL or its affiliates, and that Executive has no right, title or interest in or to such materials. Notwithstanding anything to the contrary set forth in this Section 8, the provisions of this Section 8 shall not apply to information which: (i) is or becomes generally available to the public other than as a result of improper disclosure by Executive, or (ii) is already known to Executive as of the Corporation date of this Agreement from sources other than CSL or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative its affiliates, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information (iii) is required to be disclosed by Participant law or by any law regulatory or judicial process, regulation or order (iv) is used or disclosed by or on behalf of Executive in connection with the enforcement of any court claim against, or regulatory commission, department defense of any claim by or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement on behalf of, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations Company or any other information of whatever nature in the possession or control of the Corporation or its affiliates. Executive acknowledges that an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant individual shall 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 (x) in confidence either directly or indirectly to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (y) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (B) is made in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal . If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement .

Appears in 3 contracts

Samples: Executive Employment Agreement (Capital Senior Living Corp), Executive Employment Agreement (Capital Senior Living Corp), Executive Employment Agreement (Capital Senior Living Corp)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in In connection with the proper performance of his or her duties) and thereafter Executive’s employment with the Company, without the prior written consent Company promises to provide the Executive with access to Confidential Information in support of the Corporation Executive’s employment duties. The Executive recognizes that the Company’s business interests require a confidential relationship between the Company and the Executive and the fullest practical protection and confidential treatment of all Confidential Information. At all times, both during and after the Executive’s term of employment, the Executive will not directly or indirectly use or disclose any Confidential Information, except for the Company’s benefit within the course and scope of the Executive’s employment. As used in this Agreement, “Confidential Information” means any and all material, information, ideas, inventions, formulae, patterns, compilations, programs, devices, methods, techniques, processes, know how, plans (marketing, business, strategic, technical or otherwise), arrangements, pricing and other data of or relating to the Company (as well as its customers and/or vendors) that is confidential, proprietary, or trade secret (A) by its nature, (B) based on how it is treated or designated by the Company, (C) because the disclosure of which would have an adverse effect on the business or planned business of the Company and/or (D) as a matter of law. At any person time that the Company may request, during or entity any material after the Executive’s employment, the Executive will deliver to the Company all originals and copies of Confidential Information and all other information and property affecting or significant secret or confidential information concerning relating to the business of the Corporation Company within the Executive’s possession, custody or an Affiliate that was obtained control, regardless of form or format, including, without limitation any Confidential Information produced by Participant in the course Executive. Both during and after the Executive’s term of Participant employment, the Company has the right of reasonable access to review, inspect, copy and/or confiscate any Confidential Information within the Executive’s Service possession, custody or control. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial Upon termination or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes expiration of this Agreement, the Executive must immediately return to the Company all Confidential Information, and all other information and property affecting or relating to the business of the Company, within the Executive’s possession, custody or control, regardless of form or format, without the necessity of a prior Company request. During the Executive’s term “secret of employment and for a period of 3 years thereafter, the Executive represents and agrees that the Executive will not use or disclose any confidential information” shall include or proprietary information or trade secrets of others, including but not be limited to to former employers, any and all records that the Executive will not bring onto the premises of the Company or access such confidential or proprietary information or trade secrets of such others, notes unless consented to in writing by said others, memoranda, data, writings, research, personnel information, customer information, clearing members’ information and then only with the prior written authorization of the Company. Notwithstanding the foregoing, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or Parties acknowledge that an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that Confidential Information that: (A) is made (i) in confidence either directly or indirectly to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret ; (B) is made in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal ; or (C) becomes public knowledge other than as a result of an unauthorized disclosure by the Executive. If Participant The Parties acknowledge that an individual who files a lawsuit or other action alleging for retaliation by the Corporation or an Affiliate for employer of reporting a suspected violation of law, Participant law may disclose the trade secret Confidential Information to his or her the attorney of the individual and use the trade secret Confidential Information in the court proceeding or other action proceeding, if Participant the individual (i) files any document containing the trade secret Confidential Information under seal and seal; and, (ii) does not disclose the trade secret Confidential Information, except pursuant to court order . This paragraph will govern to the extent it may conflict with any other provision of this Agreement .

Appears in 3 contracts

Samples: Executive Employment Agreement (Glimpse Group, Inc.), Executive Employment Agreement (Glimpse Group, Inc.), Executive Employment Agreement (Glimpse Group, Inc.)

Confidentiality. Participant acknowledges that During the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) Covered Employment Term and thereafter, without (i) the prior written consent Employee will not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any such order), directly or indirectly, other than in the regular and proper course of business of the Corporation Company, disclose any confidential knowledge or information with respect to the operations, finances, organization or employees of the Company or its subsidiaries or affiliates, or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company or its subsidiaries or its affiliates, including, but not limited to, producer lists, pricing information and customer lists; and (ii) the Employee will not use, directly or indirectly, any person or entity any material or significant secret or confidential information concerning for the benefit of anyone other than the Company; provided, however, that the Employee has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the public other than through disclosure by the Employee. All new processes, techniques, know-how, inventions, plans, products, patents and devices developed, made or invented by the Employee, alone or with others, while an employee of the Company which are related to the business of the Corporation Company, shall be and become the sole property of the Company, unless released in writing by the Company, and the Employee hereby assigns any and all rights therein or an Affiliate that was obtained by Participant in thereto to the course of Participant’s Service Company. This paragraph shall Section 4.3 is intended as a supplement to, and not be applicable if and to the extent Participant is required to testify a limitation of or in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement lieu of, the term “secret Confidentiality Agreement and any obligations or confidential information” shall include restrictions imposed upon the Employee under any other law or statute including, but not be limited to, any and all records obligations the Employee may owe under any law governing trade secrets, notes any common law duty of loyalty, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant fiduciary duty. Notwithstanding anything in this Agreement to the contrary The foregoing notwithstanding, nothing in this Agreement prohibits Participant or the Confidentiality Agreement shall be construed to prevent the Employee from confidentially or otherwise communicating or filing a charge or complaint cooperating with a governmental or regulatory entity any government agency regarding matters that are within the agency's jurisdiction. Further, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall Employee may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made made: (a) in confidence either directly or indirectly to a federal, state, or local government official, either directly or indirectly, or to an attorney, and provided that such disclosure is solely for the purpose of reporting or investigating a suspected violation of the law . Participant shall not be held criminally , or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made (b) in a complaint, complaint or other document filed in a lawsuit or other proceeding, if provided that such filing is made under seal. If Participant Additionally, in the event the Employee files a lawsuit or other action alleging against the Company for retaliation by the Corporation or an Affiliate Company against the Employee for reporting a suspected violation of law, Participant may disclose the Employee has the right to provide trade secret information to his or her the Employee's attorney and use the trade secret information in the court proceeding or other action proceeding, if Participant files although the Employee must file any document containing the trade secret under seal and does the Employee may do not disclose the trade secret, except pursuant to court order . This paragraph will govern to the extent it may conflict with any other provision of this Agreement .

Appears in 3 contracts

Samples: Officer Employment Agreement (Independence Holding Co), Officer Employment Agreement (Independence Holding Co), Officer Employment Agreement

Confidentiality. Participant (i) The Executive acknowledges and agrees that (i) by virtue of her employment, she will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Employer’s Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Employer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that the Corporation or preservation and protection of Confidential Information is an Affiliate may disclose secret or confidential information to Participant during the period essential part of Participant’s Service to enable Participant to perform his or her duties. Participant agrees duties of employment and that, subject as a result of her employment with the Employer, she has a duty of fidelity, loyalty, and trust to the following sentence Employer in safeguarding Confidential Information. The Executive further agrees that she will use her best efforts, Participant shall not during his or her Service (except in connection with exercise utmost diligence, and take all steps necessary to protect and safeguard Confidential Information, whether such information derives from the proper performance of his or her duties) and thereafter Executive, without the prior written consent other employees of the Corporation Employer, disclose Customers, Prospective Customers, or vendors or suppliers of the Employer, and that she will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity any material or significant secret otherwise employ Confidential Information, either for her own benefit or confidential information concerning for the business benefit of the Corporation or an Affiliate that was obtained by Participant another, except as required in the ordinary course of Participant’s Service. This paragraph shall not be applicable if and her employment by the Employer, except to the extent Participant that the communication of such Confidential Information is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state a compulsory proceeding in which the Executive’s failure to provide such information would subject the Executive to criminal or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency civil sanctions. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing Nothing in this Agreement prohibits Participant the Executive from confidentially reporting possible violations of federal law or otherwise communicating regulations to any governmental agency or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation including but not limited to, or giving truthful testimony the Department of Justice, the Securities and Exchange Commission, Congress, and/or any agency Inspector General, or making other disclosures to a governmental that are protected under the whistleblower provisions of federal law or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law regulation. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall Executive may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that that: (a) is made (i) in confidence either directly or indirectly to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (b) is made in a complaint, complaint or other document that is filed under seal in a lawsuit or other proceeding , if . The Executive is not required to obtain the Employer’s prior authorization to make any such filing is made under seal report or disclosure or to notify the Employer that such report or disclosure has been made. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern Subject to the extent it may conflict with preceding, the Executive shall follow all Employer policies and procedures to protect all Confidential Information and shall take any other provision additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of this Agreement any Confidential Information.

Appears in 3 contracts

Samples: Change in Control Severance Agreement (Bear State Financial, Inc.), Change in Control Severance Agreement (Bear State Financial, Inc.), Change in Control Severance Agreement (Bear State Financial, Inc.)

Confidentiality. Participant acknowledges that As an employee of Company, Executive will have access to and may participate in the Corporation or an Affiliate may disclose secret or origination of non-public, proprietary and confidential information relating to Participant during the period of Participant’s Service Company and/or its affiliates and Executive acknowledges a fiduciary duty owed to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall Company and its affiliates not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct information. Confidential information may include, but is not limited to, trade secrets, customer lists and information, internal corporate planning, methods of marketing and operation, and other data or information of or concerning Company and its affiliates or their customers that is not generally known to the Corporation public or an Affiliate generally in the banking industry. Executive agrees that for a period of five (5) years following the cessation of employment, Executive will not use or disclose to any third party any such confidential information, either directly or indirectly, except as may be authorized in writing specifically by Company; provided, however that to the extent the information covered by this Section 8 is otherwise protected by the law, such as “trade secrets,” as defined by the Virginia Uniform Trade Secrets Act, or customer information protected by banking privacy laws, that information shall not be disclosed or used for however long the legal protections applicable to such information remain in effect. Nothing in this Agreement restricts or prohibits Executive or Executive’s counsel from initiating communications directly with, responding to any inquiry from, volunteering information to, or providing testimony before a self-regulatory authority or a governmental, law enforcement or other regulatory authority, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Congress, and any Office of Inspector General (collectively, the “Regulators”) , from participating in any reporting of, investigation into, or proceeding regarding suspected violations of law, or from responding if properly subpoenaed making other disclosures that are protected under or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive from receiving an award from a governmental or regulatory entity for information provided under the whistleblower provisions of state or federal law or regulation. Executive does not need the prior authorization of Company to engage in such communications with the Regulators, respond to such an entity (and not as compensation for actual inquiries from the Regulators, provide confidential information or alleged personal injury or damages to Participant). Pursuant documents containing confidential information to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)) Regulators, Participant or make any such reports or disclosures to the Regulators. Executive is not required to notify Company that Executive has engaged in such communications with the Regulators. Executive recognizes and agrees that, in connection with any such activity outlined above, Executive must inform the Regulators that the information Executive is providing is confidential. Federal law provides certain protections to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances. Specifically, federal law provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that under either of the following conditions: ​ ● Where the disclosure is made (a) in confidence either directly or indirectly to a federal, state, state or local government official, either directly or indirectly, or to an attorney , ; and (b) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for ● Where the disclosure of a trade secret is made in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant Federal law also provides that an individual who files a lawsuit or other action alleging for retaliation by the Corporation or an Affiliate employer for reporting a suspected violation of law, Participant law may disclose the trade secret to his or her the attorney of the individual and use the trade secret information in the court proceeding or other action proceeding, if Participant the individual (a) files any document containing the trade secret under seal seal; and (b) does not disclose the trade secret, except pursuant to court order . This paragraph will govern to the extent it may conflict with any other provision of this Agreement .

Appears in 3 contracts

Samples: Employment Agreement (C & F Financial Corp), Employment Agreement (C & F Financial Corp), Employment Agreement (C & F Financial Corp)

Confidentiality. Participant acknowledges The Executive covenants and agrees with the Company that the Corporation or an Affiliate may disclose secret or confidential information to Participant he will not any time during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that Employment Term and thereafter, subject to the following sentence, Participant shall not during his or her Service ( except in connection with the proper performance of his obligations to the Company hereunder or her duties) and thereafter, without with the prior written consent of the Corporation Company, directly or indirectly, disclose to any person or entity any material or significant secret or confidential information concerning that he may learn or has learned by reason of his association with the business Company or any of its subsidiaries and affiliates. The term ࿽confidential information࿽ includes information not previously made generally available to the public or to the trade by the Company࿽s management, with respect to the Company࿽s or any of its subsidiaries࿽ or affiliates࿽ products, facilities, applications and methods, trade secrets and other intellectual property, systems, procedures, manuals, confidential reports, product price lists, customer lists, technical information, financial information (including the revenues, costs or profits associated with any of the Corporation Company࿽s products), business plans, prospects or an Affiliate that was obtained by Participant opportunities, but shall exclude any information which is or becomes generally available to the public or is generally known in the course industry or industries in which the Company operates other than as a result of Participant’s Service disclosure by the Executive in violation of his agreements under this Section 7.1. This paragraph shall not The Executive will be applicable if and released of his obligations under this Section 7.1 to the extent Participant the Executive is required to testify in a legislative disclose under any applicable laws, judicial regulations or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order directives of any court government agency, tribunal or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature authority having jurisdiction in the possession matter or control under subpoena or other process of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, law provided that the Executive provides the Company with prompt written notice of such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement requirement.

Appears in 3 contracts

Samples: Employment Agreement (Hardinge Inc), Employment Agreement (Hardinge Inc), Employment Agreement (Hardinge Inc)

Confidentiality. Participant Executive recognizes and acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during Confidential Information (as hereinafter defined) is a valuable, special and unique asset of the period of Participant’s Service to enable Participant to perform his or her duties Company. Participant agrees that As a result, subject to the following sentence, Participant Executive shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter not, without the prior written consent of the Corporation Company, disclose for any reason, either directly or indirectly divulge to any person third party or entity use for Executive’s own benefit or for any material or significant secret or confidential information concerning purpose other than the business exclusive benefit of the Corporation Company any confidential, proprietary, business or an Affiliate that was technical information or trade secrets of the Company or of any subsidiary or affiliate of the Company (“Confidential Information”) revealed, obtained by Participant or developed in the course of Participant Executive’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave employment with the Corporation or an Affiliate, all records Company. Executive understands and papers acknowledges that Executive’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Executive first having access to such Confidential Information and all matter of whatever nature that bears secret or confidential information shall continue during and after Executive’s employment until such time as such Confidential Information has become public knowledge other than as a result of the Corporation or an Affiliate. For purposes Employee’s breach of this Agreement, Agreement or breach by those acting in concert with the term “secret Employee or confidential information” on the Employee’s behalf. Such Confidential Information shall include, but shall not be limited to, intangible personal property, any information relating to methods of production, manufacture, service, research, specifications, computer codes, business, marketing and all records sales techniques and concepts, notes other data and materials used in performing the Executive’s duties (other than Executive’s personal contact list), memoranda costs, business studies, finances, marketing data, writings plans and efforts, research the terms of contracts and agreements with clients, contractors and suppliers, litigation strategy and other Confidential Information relating to litigation, the Company’s relationship with actual and prospective customers, contractors and suppliers and the needs and requirements of, and the Company’s course of dealing with, any such actual or prospective customers, contractors and suppliers, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate other materials that have not been made available to the industry; provided, that nothing herein contained shall restrict Executive’s financial information ability to make such disclosures during the course of Executive’s employment as may be necessary or appropriate to the effective and plans efficient discharge of the duties required by or appropriate for Executive’s Position or as such disclosures may be required by law; and further provided, processes, methods, techniques, systems, formulas, patents, models, devices, compilations that nothing herein contained shall restrict Executive from divulging or using for Executive’s own benefit or for any other information of whatever nature in the possession or control of the Corporation or an Affiliate, purpose any Confidential Information that has not been published or disclosed is readily available to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that public so long as such term shall information did not include knowledge, skills, and information that is common become available to the trade general public as a direct or profession indirect result of Participant Executive’s breach of this Section 7. Notwithstanding anything any provision in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially the event Executive is required by judicial or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having administrative process to disclose any such conduct to Confidential Information, Executive may disclose that portion of the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise Confidential Information that Executive’s legal counsel advises is required to do so under be disclosed; provided that, unless prohibited by applicable law , Executive shall notify the Company promptly and in advance of any such proposed disclosure, and Executive shall support the efforts of the Company to limit the scope of the disclosure or to obtain a protective order for such Confidential Information. In addition, nothing and notwithstanding any provision in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 ( contrary, under 18 U.S.C. §1833(b) ) , Participant “An individual shall not be held criminally or civilly liable under any federal Federal or state State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence either directly or indirectly to a federal Federal, state State, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (B) is made in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant An individual who files a lawsuit or other action alleging for retaliation by the Corporation or an Affiliate employer for reporting a suspected violation of law, Participant law may disclose the trade secret to his or her the attorney of the individual and use the trade secret information in the court proceeding or other action proceeding, if Participant the individual (A) files any document containing the trade secret under seal seal; and (B) does not disclose the trade secret, except pursuant to court order . This paragraph will govern .” Nothing in this Agreement or any Company policy is intended to conflict with this statutory protection, and no Company director, officer, or member of management has the authority to impose any rule to the extent it may conflict with any other provision of this Agreement contrary.

Appears in 3 contracts

Samples: Nic Employment Agreement (Nic Inc), Nic Employment Agreement for Doug Rogers (Nic Inc), Nic Employment Agreement (Nic Inc)

Confidentiality. Participant The Executive acknowledges that the Corporation Company or an Affiliate affiliate may disclose secret Secret or confidential information Confidential Information to Participant the Executive during the period of Participant’s Service Term to enable Participant him to perform his or her duties duties hereunder. Participant The Executive agrees that, subject to the following sentence, Participant he shall not during his or her Service the Term (except in connection with the proper performance of his or her duties duties hereunder) and thereafter, without the prior written consent of the Corporation Company, disclose to any person or entity any material or significant secret Secret or confidential information Confidential Information concerning the business of the Corporation Company or an Affiliate that was obtained by Participant in the course of Participant’s Service affiliate. This paragraph shall not be applicable if and to the extent Participant the Executive is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret Secret or confidential information Confidential Information is required to be disclosed by Participant the Executive by any law, regulation or order of any court or regulatory commission, department or agency. Participant The Executive further agrees that if Participant’s Service his employment by the Company is terminated for any reason, Participant will he shall not take take with him, but will shall leave with the Corporation or an Affiliate Company, all records and papers and all matter of whatever nature that bears secret Secret or confidential information of the Corporation or an Affiliate Confidential Information. For purposes of this Agreement, the term “ secret Secret or confidential information Confidential Information” shall include, but not be limited to without limitation, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation Company’s and any Affiliate’s affiliates’ financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations compilations, or any other information of whatever nature in the possession or control of the Corporation Company or an Affiliate affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry public or the commodities futures construction industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement Executive.

Appears in 3 contracts

Samples: Employment Agreement of William Eichhorn (Textura Corp), Employment Agreement (Textura Corp), Employment Agreement (Textura Corp)

Confidentiality. Participant acknowledges that During the Corporation Term and ending upon the later of (i) two years after the Executive’s termination of employment with the Company or an Affiliate may (ii) the end of any Severance Period, the Executive shall not, without the prior express written consent of the Company, directly or indirectly, use for any purpose any Confidential Information (as defined below) in any way, or divulge, disclose secret or confidential information make available or accessible any Confidential Information to Participant during the period of Participant’s Service to enable Participant to perform his any person, firm, partnership, corporation, trust or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his any other entity or her Service third party unless ( except i) such disclosure is reasonably necessary or appropriate in connection with the proper performance by the Executive of his or her duties) and thereafter, without the prior written consent duties as an executive of the Corporation, disclose to any person Company or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant (ii) such disclosure is required to testify in by applicable law or (iii) the Executive is requested or required by a legislative, judicial or regulatory proceeding pursuant to an order of Congress arbitration body or governmental agency (by oral question, any state interrogatories, requests for information or local legislature documents, a judge subpoena, civil investigative demand or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having similar process) to disclose any such conduct information, in which case the Executive will (A) promptly notify the Company of such request or requirement, so that the Company may seek an appropriate protective order and (B) cooperate with the Company, at its expense, in seeking such an order. “Confidential Information” means all information respecting the business and activities of the Company and any of its affiliates, including, without limitation, respecting the clients, customers, suppliers, employees, consultants, prospects, computer or other files, projects, products, computer disks or other media, computer hardware or computer software programs, underwriting, lending or investment standards, marketing plans, financial information, methodologies, know-how, processes, trade secrets, policies, practices, projections, forecasts, formats, operational methods, product development techniques, research, strategies or information agreed to with third-parties to be kept confidential by the Company and any of its affiliates. Notwithstanding the immediately preceding sentence, Confidential Information shall not include any information that is, or becomes, a part of the public domain or generally available to the Corporation public (unless such availability occurs as a result of any breach by the Executive of this Agreement) or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing any business knowledge and experience of the type usually acquired by persons engaged in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant positions similar to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)) Executive’s position with the Company, Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with such knowledge and experience is non-Company specific and not proprietary to the Company or any other provision of this Agreement its affiliates.

Appears in 3 contracts

Samples: Employment Agreement (Patriot Capital Funding, Inc.), Employment Agreement (Patriot Capital Funding, Inc.), Employment Agreement (Patriot Capital Funding, Inc.)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during During the period of Participant’s Service your employment and for a period of three years following any termination of your employment, you will keep confidential any trade secrets and confidential or proprietary information of SPC, SPR and Platinum which are now known to enable Participant you or which hereafter may become known to perform his you as a result of your employment or her duties. Participant agrees that association with SPC, subject SPR and Platinum and will not at any time directly or indirectly disclose any such information to any person, firm or corporation, or use the following sentence, Participant shall not during his or her Service (except same in any way other than in connection with the proper performance business of his SPC, SPR and Platinum during, and at all times after, the termination of your employment. For purposes of this Letter Agreement, "trade secrets and confidential or her duties) proprietary information" means information unique to SPC, SPR and thereafter Platinum which has a significant business purpose and is not known or generally available from sources outside SPC, without the prior written consent SPR and Platinum or typical of industry practice, but shall not include any of the Corporation foregoing (i) that becomes a matter of public record or is published in a newspaper, disclose to any person magazine or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and other periodical available to the extent Participant is required to testify in general public, other than as a legislative, judicial result of any act or regulatory proceeding pursuant to an order omission of Congress, any state you or local legislature, a judge, or an administrative law judge, or if such secret or confidential information (ii) that is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency . Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry , provided that you give prompt notice of such term shall not include knowledge requirement to SPC, skills SPR and Platinum, as appropriate, to enable SPC, SPR and information that is common Platinum, as appropriate, to the trade seek an appropriate protective order or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement confidential treatment.

Appears in 3 contracts

Samples: Platinum Underwriters Holdings LTD, Platinum Underwriters Holdings LTD, Platinum Underwriters Holdings LTD

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in During the course of Participant the Executive’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave employment with the Corporation or an Affiliate Company, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate Executive will have access to Confidential Information. For purposes of this Agreement, the term secret or confidential information Confidential Information shall include, but not be limited to, any and means all records, notes, memoranda, data, writings, research, personnel information, customer information ideas, clearing members’ information concepts, the Corporation’s and any Affiliate’s financial information and plans discoveries, trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, methods treatments, techniques drawings, systems sketches, formulas specifications, patents designs, patterns, models, devices plans and strategies, compilations and all other confidential or proprietary information or trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to or arising from the past, current or potential business, activities and/or operations of the Company or any of its affiliates, including, without limitation, any such information relating to or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, partners and/or competitors. The Executive agrees that the Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other information of whatever nature than in the possession or control course of the Corporation Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or an Affiliate at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty on the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for specified limited purposes, in each case, which shall have been obtained by the Executive during the Executive’s employment by the Company (or any predecessor). The foregoing shall not apply to information that has not been published or disclosed (i) was known to the general public public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term terms and conditions of this Agreement shall not include knowledge, skills remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Section 9 who, in each case, agree to keep such information that is common to the trade or profession of Participant confidential. Notwithstanding anything in this Agreement herein to the contrary, nothing in this Agreement prohibits Participant Section 9(a) will (x) prohibit the Executive from confidentially making reports of possible violations of federal law or otherwise communicating regulation to any governmental agency or filing a charge entity in accordance with the provisions of and rules promulgated under any whistleblower protection provisions of state or complaint with a governmental federal law or regulatory entity, participating in a governmental or regulatory entity investigation regulation, or giving truthful testimony (y) require notification or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation prior approval by the Corporation or an Affiliate for Company of any reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret described in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement foregoing clause (x).

Appears in 3 contracts

Samples: Employment Agreement (Vince Holding Corp.), Employment Agreement (Vince Holding Corp.), Employment Agreement (Vince Holding Corp.)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant Executive shall not, during the period of Participant’s Service to enable Participant to perform his Employment Term or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and anytime thereafter, without the prior written consent make use of the Corporation, or disclose any Confidential Information to any person or entity (including, but not limited to any material bank, trust company, credit union, corporation, firm, unincorporated organization, association, partnership, limited liability company, trust estate, joint venture or significant secret other business organization or entity) (“Person”) for any reason or purpose whatsoever other than in furtherance of Employer’s business. The term “Confidential Information” shall mean all confidential information concerning of or relating to Employer and any Person effectively controlling, effectively controlled by or effectively under common control with Employer (“Affiliate”) including, without limitation, financial information and data, business plans and information regarding prospects and opportunities (such as, by way of example only, client and customer lists and acquisition, disposition, expansion, product development and other strategic plans), but does not include any information that is or becomes public knowledge by means other than Executive’s breach or nonobservance of his obligations described in this Section 5.1. Notwithstanding the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not foregoing, Executive may disclose such Confidential Information as he may be applicable if and to the extent Participant is legally required to testify do so on the advice of counsel in a legislative, judicial connection with any legal or regulatory proceeding pursuant proceeding; provided, however, that Executive shall provide Employer with prior written notice of any such required or potentially required disclosure and shall cooperate with Employer and use his best efforts under such circumstances to an order obtain appropriate confidential treatment of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is Confidential Information that may be so required to be disclosed by Participant by in connection with any law, regulation or order of any court such legal or regulatory commission, department or agency proceeding. Participant further agrees that if Participant Executive’s Service is terminated for obligation to refrain from disclosing Confidential Information under this Section 5.1 shall continue in effect in accordance with its terms following any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes termination of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement Section 4 above.

Appears in 3 contracts

Samples: Employment Agreement (Enterprise Bancorp Inc /Ma/), Employment Agreement (Enterprise Bancorp Inc /Ma/), Employment Agreement (Enterprise Bancorp Inc /Ma/)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) During Executive's employment hereunder and thereafter, without the prior written consent of the Corporation Executive shall hold in strict confidence any Proprietary or Confidential Information related to Company or its subsidiaries, except that Executive may disclose to any person or entity any material or significant secret or confidential such information concerning the business of the Corporation or an Affiliate that was obtained as required by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative law, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law court order, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate similar order. For purposes of this Agreement, the term “secret "Proprietary or confidential information” Confidential Information" shall include mean all information relating to Company, but not be limited to its subsidiaries or affiliates (such as business plans, any and all records trade secrets, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s or financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations of strategic importance to Company or any other information of whatever nature its subsidiaries or affiliates) that is not generally known in the possession or control of the Corporation or an Affiliate airline industry, that has not been published was learned, discovered, developed, conceived, originated or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, prepared during Executive's employment with Company and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not which would be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern harmful to the extent it may conflict with business prospects, financial status or reputation of Company or its subsidiaries or affiliates at the time of any other provision of this Agreement disclosure by Executive.

Appears in 3 contracts

Samples: Employment Agreement (Continental Airlines Inc /De/), Employment Agreement (Continental Airlines Inc /De/), Employment Agreement (Continental Airlines Inc /De/)

Confidentiality. Participant acknowledges Executive agrees that Executive will not at any time during Executive's employment with the Corporation Company or an Affiliate thereafter, except in performance of Executive's obligations to the Company hereunder, disclose, either directly or indirectly, any Confidential Information (as hereinafter defined) that Executive may learn by reason of his association with the Company. The term "Confidential Information" shall mean any past, present, or future confidential or secret plans, programs, documents, agreements, internal management reports, financial information, or other material relating to the business, strategies, services, or activities of the Company, including, without limitation, information with respect to the Company's operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, including leases, regulatory status, compensation paid to employees, or other terms of employment, and trade secrets, market reports, customer investigations, customer lists, and other similar information that is proprietary information of the Company; provided, however, the term "Confidential Information" shall not include any of the above forms of information which has become public knowledge, unless such Confidential Information became public knowledge due to any act or acts by Executive or his representative(s) in violation of this Agreement. Notwithstanding the foregoing, Executive may disclose secret or confidential information such Confidential Information when required to Participant during the period do so by a court of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that competent jurisdiction, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to by any person or entity any material or significant secret or confidential information concerning governmental agency having supervisory authority over the business of the Corporation Company and/or its affiliates, as the case may be, or an Affiliate by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information; provided, further, that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant event that Executive is required to testify in a legislative ordered by any such court or other government agency, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge administrative body, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having legislative body to disclose any Confidential Information, Executive shall (i) promptly notify the Company of such conduct order, (ii) at the reasonable written request of the Company, diligently contest such order at the sole expense of the Company as expenses occur, and (iii) at the reasonable written request of the Company, seek to obtain, at the Corporation or an Affiliate) sole expense of the Company, or from responding if properly subpoenaed or otherwise required to do so such confidential treatment as may be available under applicable law laws for any information disclosed under such order. In addition Nothing contained herein prohibits Executive from: (1) reporting possible violations of federal law or regulations, nothing including any possible securities laws violations, to any governmental agency or entity; (2) making any other disclosures that are protected under the whistleblower provisions of federal law or regulations; or (3) otherwise fully participating in this Agreement limits Participant’s right any federal whistleblower programs, including but not limited to receive an award from a governmental or regulatory entity for information provided to any such an entity ( programs managed by the U.S. Securities and not as compensation for actual or alleged personal injury or damages to Participant) Exchange. Pursuant to Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall that Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that that: (a) is made (i) in confidence either directly or indirectly to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (b) is made in a complaint, complaint or other document that is filed under seal in a lawsuit or other proceeding , . Executive is further notified that if such filing is made under seal. If Participant Executive files a lawsuit or other action alleging for retaliation by the Corporation or an Affiliate Company for reporting a suspected violation of law, Participant Executive may disclose the Company’s trade secret secrets to his or her Executive’s attorney and use the trade secret information in the court proceeding or other action, if Participant Executive: (a) files any document containing the trade secret under seal seal; and (b) does not disclose the trade secret, except pursuant to court order . This paragraph will govern to the extent it may conflict with any other provision of this Agreement .

Appears in 3 contracts

Samples: Churchill Downs Incorporated (CHURCHILL DOWNS Inc), Churchill Downs Incorporated (CHURCHILL DOWNS Inc), Restricted Stock Unit Agreement (CHURCHILL DOWNS Inc)

Confidentiality. Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained Except as otherwise required by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any a court or regulatory commission government agency of competent jurisdiction, department Superintendent agrees and covenants: (i) to treat all WCSD Confidential Information (as defined below) as strictly confidential; and (ii) not to directly or agency indirectly use, copy, remove from WCSD premises, disclose, publish, or communicate to any entity or person any Confidential Information except as required in the performance of Superintendent’s duties and for the effective administration of WCSD. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take “Confidential Information” includes, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but is not be limited to, all information, whether developed by the Superintendent or others, that is not generally known to the public, in any and all records format whatsoever, notes relating to WCSD business, memoranda practices, methods, policies, plans, documents, research, operations, personnel, staff, employees, students, programs, data, writings records, research finances, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature that may be marked or identified as confidential or proprietary or that would appear to a reasonable person to be confidential or proprietary in the possession context and circumstances in which the information is known or control used. This covenant shall survive the termination of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary and shall be enforceable, nothing in addition other remedies available under this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to and under the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his by injunctive relief issued by a court of competent jurisdiction without necessity of posting a bond or her attorney and use the trade secret in the court proceeding security or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement demonstrating actual damages.

Appears in 3 contracts

Samples: Employment Agreement, Employment Agreement, Employment Agreement

Confidentiality. Participant acknowledges that the Corporation Executive shall keep confidential and not use or an Affiliate may disclose secret to others, except as expressly consented to in writing by Company or as required by applicable federal, state and local laws and regulations, any secrets or confidential information technology, proprietary information, customer lists, or trade secrets of Company, or any matter, formula, technique or thing ascertained by Executive through association with Company, the use or disclosure of which matter or thing might reasonably be construed to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject be contrary to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance best interests of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service Company. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant Executive further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes upon termination of this Agreement, the term “secret or confidential information” Executive shall include neither take nor retain, but not be limited to without prior written authorization from Company, any and all papers, patient lists, fee books, records, notes files, memoranda or other documents or copies thereof or other confidential information or formula of any kind belonging to Company pertaining to its clients, data business, writings sales, research financial condition, personnel information or products. Without limiting other possible remedies to Company for the breach of this covenant, customer information Executive agrees that an injunction or other equitable relief shall be available to enforce this covenant, clearing members’ information and such relief to be without the necessity of posting a bond, the Corporation’s and any Affiliate’s financial cash or otherwise. The parties specially agree that confidential information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations does not include information that (i) is or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed becomes available to the general public public other than as a result of a disclosure by Executive, (ii) was within Executive’s possession prior to the options industry information being furnished to it by Company, the equities industry during their term of service with Company, the foreign currency exchange industry or the commodities futures industry (iii) becomes available to Executive on a non-confidential basis and lawfully from a source other than Company, provided that such term shall other source is not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing bound by a charge or complaint confidentiality agreement with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement Company.

Appears in 2 contracts

Samples: Employment Agreement (Kesselring Holding Corporation.), Employment Agreement (Kesselring Holding Corporation.)

Confidentiality. Participant Executive's employment by Company creates a relationship of confidence and trust between Executive and the Company. Executive acknowledges that Company has invested, and continues to invest, substantial time, money and specialized knowledge into developing its resources. Therefore, unless Executive has obtained the Corporation or an Affiliate may disclose secret or confidential information to Participant during Company's advance written consent, and except for authorized use in performance of Executive's duties on behalf of and for the period benefit of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that Company, subject to the following sentence, Participant Executive shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person others, or entity use, at any material time, in any way, or significant anywhere, either during or subsequent to employment with the Company, any trade secret or confidential information concerning the business other Confidential Information (of either technical or non-technical nature) of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service Company. This paragraph shall not be construed to prevent disclosure of Confidential Information as may be required by applicable if and law or regulation, or pursuant to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an valid order of Congress, any state or local legislature, a judge, court of competent jurisdiction or an administrative law judge authorized government agency, or if provided that the disclosure does not exceed the extent of disclosure required by such secret or confidential information is required to be disclosed by Participant by any law, regulation or order and provided that Executive promptly provides written notice to the Company of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate such order. For purposes of this Agreement, (i) "Confidential Information" means information, not generally known in the term “secret industry in which the Company is or confidential information” shall include may be engaged, disclosed to Executive, or known by Executive, as a consequence of or through his employment by the Company, about the Company's business, including but not be limited to to marketing, any and all ideas, problems, developments, research records, notes, memoranda, technical data , writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans , processes, methods products, techniques plans for products or service improvement and development, systems business and strategic plans, formulas financial information, patents forecasts, models, devices, compilations or and any other information of whatever nature in the possession which derives independent economic value, actual or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills potential, and all other information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement confidential nature.

Appears in 2 contracts

Samples: Change in Control and Severance Agreement (180 Degree Capital Corp. /Ny/), Change in Control and Severance Agreement (Harris & Harris Group Inc /Ny/)

Confidentiality. Participant acknowledges Executive agrees that at all times during Executive’s employment and following the Corporation conclusion of Executive’s employment, whether voluntary or involuntary, Executive will hold in strictest confidence and not disclose Confidential Information (as defined below) to anyone how is not also an Affiliate may disclose Executive of the Company or to any Executive of the Company who does not have access to such Confidential Information, without express written authorization of the President of the Company. “Confidential Information” shall mean any trade secrets or Company proprietary information, including but not limited manufacturing techniques, processes, formulas, customer lists, inventions, experimental developments, research projects, operating methods, cost, pricing, financial data, business plans and proposals, data and information the Company receives in confidence from any other party, or any other secret or confidential information to Participant during matters of the period of Participant Company. Additionally, Executive will not use any Confidential Information for Executive’s Service to enable Participant to perform his own benefits or her duties. Participant agrees that, subject to the following sentence detriment of the Company during Executive’s employment or thereafter, Participant shall not during his or her Service (except in connection Executive also certifies that employment with the proper performance of his Company does not and will not breach any agreement or her duties) and thereafter, without the prior written consent of the Corporation, disclose duty that Executive has to any person or entity any material or significant secret or anyone concerning confidential information concerning the business of the Corporation or an Affiliate belonging to others. The forgoing is limited by 18 Section 1833(b) which states that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant shall 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 that: (a) is made (i) in confidence either directly or indirectly to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally , or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (b) is made in a complaint, complaint or other document that is filed under seal in a lawsuit or other proceeding , if such filing is made under seal. If Participant files a lawsuit or other action alleging retaliation by the Corporation or an Affiliate for reporting a suspected violation of law, Participant may disclose the trade secret to his or her attorney and use the trade secret in the court proceeding or other action, if Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement .

Appears in 2 contracts

Samples: Executive Employment Agreement (Hammitt, Inc.), Employment Agreement (Hammitt, Inc.)

Confidentiality. Participant acknowledges that During the Corporation or an Affiliate may disclose secret or confidential information to Participant during Term and at all times thereafter, the period of Participant’s Service to enable Participant to perform Executive shall, and shall cause his or her duties. Participant agrees that, subject affiliates and representatives to the following sentence, Participant shall keep confidential and not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any other person or entity or use for his own benefit or the benefit of any other person or entity any material confidential proprietary information, technology, know-how, trade secrets (including all results of research and development), product formulas, industrial designs, franchises, inventions or significant secret other intellectual property regarding the Company or confidential information concerning the its business and operations (“Confidential Information”) in his possession or control. The obligations of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph Executive under this Section 8(a) shall not be applicable if and apply to Confidential Information which (i) is or becomes generally available to the extent Participant is required to testify public without breach of the commitment provided for in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information this Section; (ii) is required to be disclosed by Participant by any law, regulation order or order governmental authority; (iii) information that is independently developed by the Executive after termination of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave all employment with the Corporation Company or an Affiliate its affiliates, without the use of or reliance on any Confidential Information and (iv) information which becomes known to the Executive after termination of all records employment with the Company or its affiliates, on a non-confidential basis from a third-party source if such source was not subject to any confidentiality obligation; provided, however, that, in case of clause (ii), the Executive shall notify the Company as early as reasonably practicable prior to disclosure to allow the Company or its affiliates to take appropriate measures to preserve the confidentiality of such Confidential Information. During the Term and papers at all times thereafter, the Executive shall, and all matter of whatever nature that bears secret shall cause his affiliates and his representatives to, keep confidential and not disclose to any other person or confidential information entity any of the Corporation or an Affiliate. For purposes terms of this Agreement, except as required by applicable law, in connection with the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, enforcement by the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information Executive of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant his rights hereunder. Notwithstanding anything Nothing in this Agreement to the contrary, nothing Section 8(a) or in this Agreement prohibits Participant Executive from confidentially reporting possible violations of federal law or otherwise communicating regulation to any governmental agency or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental that are protected under the whistleblower provisions of applicable law or regulatory entity ( regulation. Further, in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to accordance with the Defend Trade Secrets Act of 2016 2016, ( 18 U.S.C. 1833(b)), Participant I) the Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that that: (A) is made (i) in confidence either directly or indirectly to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law . Participant shall not be held criminally ; or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (B) is made in a complaint, complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal . If Participant , and (II) if the Executive files a lawsuit or other action alleging for retaliation by the Corporation or an Affiliate Company for reporting a suspected violation of law, Participant the Executive may disclose the a trade secret to his or her attorney and use the trade secret information in the court proceeding or other action proceeding, if Participant the Executive files any document containing the trade secret under seal and does not disclose the trade secret, secret except pursuant to court order . This paragraph will govern to the extent it may conflict with any other provision of this Agreement .

Appears in 2 contracts

Samples: Employment Agreement (Zyla Life Sciences), Employment Agreement