Continuing Obligations Regarding Confidential Information Clause Samples
The "Continuing Obligations Regarding Confidential Information" clause establishes that a party’s duty to protect and not disclose confidential information persists even after the main agreement has ended. Typically, this means that any sensitive data shared during the relationship must remain protected for a specified period post-termination, such as two or five years, or sometimes indefinitely for trade secrets. This clause ensures that the confidentiality of proprietary or sensitive information is maintained beyond the contractual relationship, thereby safeguarding the disclosing party’s interests and mitigating the risk of unauthorized disclosure after the agreement concludes.
Continuing Obligations Regarding Confidential Information. (a) ACKNOWLEDGMENTS BY THE EXECUTIVE. The Executive hereby recognizes and acknowledges the following:
(i) In connection with the Business, the Company has expended a great deal of time, money and effort to develop and maintain the secrecy and confidentiality of substantial proprietary trade secret information and other confidential business information which, if misused or disclosed, could be very harmful to the Company's business.
(ii) The Executive desires to become entitled to receive the benefits contemplated by this Agreement but which the Company would not make available to the Executive but for the Executive's signing and agreeing to abide by the terms of this Section 10.
(iii) The Executive's position with the Company provides the Executive with access to certain of the Company's confidential and proprietary trade secret information and other confidential business information.
(iv) The Company compensates its employees to, among other things, develop and preserve business information for the Company's ownership and use.
(v) If the Executive were to leave the Company, the Company in all fairness would need certain protection in order to ensure that the Executive does not appropriate and misuse any confidential information entrusted to the Executive during the course of the Executive's employment with the Company.
Continuing Obligations Regarding Confidential Information. Executive acknowledges and agrees that, during the course of his employment with the Company he held a position of trust and confidence to aid the Company and, as a result, the Company provided him with, and provided him with access to, Confidential Information, as defined in Section 7.1 of the Employment Agreement. Executive acknowledges and agrees that the disclosure and use restrictions of the Company’s Confidential Information set forth in Section 7.3 of the Amended Employment Agreement shall remain in full force and effect after the Separation Date until such time as such Confidential Information becomes public knowledge other than as a result of the Executive’s breach of this Agreement or breach by those acting in concert with the Executive or on the Executive’s behalf.
Continuing Obligations Regarding Confidential Information. Executive acknowledges that, while employed by the Company, Executive had access to certain Confidential Information (as defined below) of the Company. Executive acknowledges and agrees that, after the Separation Date, he is required to hold in strictest confidence, and not to use or to disclose to any person, firm or corporation without written authorization of an executive officer of the Company, any Confidential Information of the Company. Executive acknowledges that “Confidential Information” means any written, oral and visual information relating to any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, databases, customer lists and customers (including, but not limited to, customers of the Company on whom Executive called or with whom Executive became acquainted during the term of his employment), markets, software, developments, ideas, concepts, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed to Executive by the Company either directly or indirectly, in writing, orally, by drawings, or by observation of parts or equipment, customer lists, pricing and fee information, suppliers, business plans or financial information; creations and technical information of the Company, or any of its clients, consultants or licensees; or information acquired by Executive from the Company’s Executives or agents or from the inspection of the Company's property and information disclosed to the Company by third parties. Executive recognizes that the unauthorized taking of any of the Company's trade secrets is a crime under California Penal Code §499c and that such unauthorized taking could also result in civil liability under California's Uniform Trade Secrets Act (Civil Code §§3426 - 3426.
Continuing Obligations Regarding Confidential Information. Employee promises and agrees not to, directly or indirectly, use or disclose or cause to be disclosed to any third party any confidential, proprietary or trade-secret information of or related to the Company’s business, including, but not limited to, any documents, information or data (whether in written, electronic, digital or other form) containing or related to the Company’s finances, products and services, research and development, marketing strategies or endeavors, billing strategies or practices, pricing or profit margins, and cost structures. Employee further warrants, promises and covenants that, as of the Effective Date, Employee has returned to the Company all confidential, proprietary or sensitive materials and information of or related to the Company or any Related Parties including, but not limited to, all documents, materials, audio or tape recordings, flash drives or other storage devices, or electronically-stored data or information constituting or containing confidential, proprietary or sensitive information of or related to the Company, any Related Parties, or any of the Company’s clients or customers. The Parties agree that the confidentiality provision contained in this Paragraph is a material part of this Agreement and that any violation of this Paragraph shall be considered a material breach of this Agreement. The Parties further agree that, notwithstanding anything contained in this Paragraph, any agreements that Employee entered into during Employee’s employment related to confidentiality or non-disclosure of information, including but not limited to Section 13 of the Employment Agreement shall remain in full force after the Effective Date of this Agreement.
Continuing Obligations Regarding Confidential Information