Covenant Not to Disclose Sample Clauses

Covenant Not to Disclose. Executive agrees that, by virtue of the performance of the normal duties of his position with the Bank and by virtue of the relationship of trust and confidence between Executive and the Bank, he possesses and will possess certain data and knowledge of operations of the Bank which are proprietary in nature and confidential. Executive covenants and agrees that he will not, at any time, whether during the term of this Agreement or otherwise, reveal, divulge or make known to any person (other than the Bank) or use for his own account, any confidential or proprietary record, data, trade secret, price policy, rate structure, personnel policy, method or practice of obtaining or doing business by the Bank, or any other confidential or proprietary information whatever (the "Confidential Information"), whether or not obtained with the knowledge and permission of the Bank and whether or not developed, devised or otherwise created in whole or in part by his efforts. Executive further covenants and agrees that he shall retain all such knowledge and information which he shall acquire or develop respecting such Confidential Information in trust for the sole benefit of the Bank and its successors and assigns.
Covenant Not to Disclose. The Company and Employee recognize that, during the course of Employee's employment with the Company, the Company has disclosed and will continue to disclose to Employee Proprietary Information concerning the Company and the Affiliates, their products, their franchisees, their services and other matters concerning their Businesses, all of which constitute valuable assets of the Company and the Affiliates. The Company and Employee further acknowledge that the Company has, and will, invest considerable amounts of time, effort and corporate resources in developing such valuable assets and that disclosure by Employee of such assets to the public shall cause irreparable harm, damage and loss to the Company and the Affiliates. Accordingly, Employee acknowledges and agrees:
Covenant Not to Disclose. Officer acknowledges that during the course of Officer's employment with Company, Officer has or will have access to and knowledge of certain information and data which Company considers confidential, and that the release of such information or data to unauthorized persons could be detrimental to Company or an Affiliate. As a consequence, Officer hereby agrees and acknowledges that Officer owes a duty to Company not to disclose, and agrees that, during and after the term of Officer's employment, Officer will not communicate, publish or disclose to any person anywhere or use any Confidential Information (as defined below) for any purpose except in accordance with the prior written consent of Company, where necessary or appropriate to carry out Officer's duties as an employee of Company, or as required by law or legal process. Officer will use Officer's best efforts at all times to hold in confidence and to safeguard any Confidential Information from becoming known by any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied except in accordance with the prior written consent of the Company, where necessary or appropriate to carry out Officer's duties as an employee of the Company, or as may be required by law or legal process. Officer will return to Company all Confidential Information in Officer's possession or under Officer's control when the duties of Officer as an employee of the Company no longer require Officer's possession thereof, or whenever Company shall so request, and in any event will promptly return all such Confidential Information if Officer's employment with Company terminates and will not retain any copies thereof. For the purpose of this Agreement, "Confidential Information" shall mean any information or data used by or belonging or relating to Company or an Affiliate which, if disclosed, could be detrimental to Company or an Affiliate, including, but not limited to any such information relating to Company's, or an Affiliate's, members or insureds, trade secrets, proprietary data and information relating to Company's, or an Affiliate's past, present or future business, price lists, client lists, processes, procedures or standards, know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or any other information or data which Company advises Officer is Confidential Information.
Covenant Not to Disclose. You covenant and agree that you will not at any time during or after the Term, reveal, divulge or make known to any person (other than (i) to the Company, or (ii) in the regular course of business of the Company) or use for your own account any confidential or proprietary records, data, processes, ideas, methods, devices, business concepts, inventions, discoveries, know-how, trade secrets or any other confidential or proprietary information whatsoever (the “Confidential Information”) previously possessed or used by the Company or any of its subsidiaries or affiliates, (whether or not developed, devised or otherwise created in whole or in part by your efforts) and made known to you by reason of your employment by or affiliation with the Company. You further covenant and agree that you shall retain all such knowledge and information which you shall acquire or develop respecting such Confidential Information in trust for the sole benefit of the Company and its successors and assigns. Additionally, you agree that all right, title and interest in and to any discoveries, processes, ideas, methods and/or business concepts that you develop during the Term relating to the business of the Company are, and shall remain the property of the Company, and you hereby assign to the Company any right, title and interest you might otherwise claim therein.
Covenant Not to Disclose. (a) Consultant hereby covenants and agrees that, during the Term and for a period of five (5) years thereafter, it will not communicate, disclose or otherwise make available to any person or entity (other than the Company), or use for its own account or for the benefit of any other person or entity, any information or materials proprietary to the Company that relate to the Company’s business or affairs which is of a confidential nature, including, but not limited to, trade secrets, information or materials relating to existing or proposed pharmaceutical products (in all and various stages of development), “know-how”, marketing techniques and materials, marketing and development plans, customer lists and other customer information (including current prospects), price lists, pricing policies, personnel information and financial information (collectively, “Proprietary Information”). Proprietary Information includes any and all such information and materials, whether or not obtained by Consultant with the knowledge and permission of the Company, whether or not developed, devised or otherwise created in whole or in part by Consultant’s efforts, and whether or not a matter of public knowledge unless as a result of authorized disclosure. Proprietary Information shall not include any information that Consultant is required to disclose to, or by, any governmental or judicial authority provided that Consultant give the Company prompt written notice thereof so that the Company may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this Agreement. Consultant further covenants and agrees that it will retain such knowledge and information which it acquires and develops during the Term respecting such Proprietary Information in trust for the sole and exclusive benefit of the Company and its successors and assigns.
Covenant Not to Disclose. The Stockholders hereby covenant and agree, that as the owners and operators of the Business of TBS, they possess certain data and knowledge of operations of the Business of TBS which are proprietary in nature and confidential. The Stockholders covenant and agree that they not, and will use their best efforts to prevent any TBS director, officer, employee or agent (collectively, the "Covenantors") not to, at any time after the Closing, reveal, divulge or make known to any person (other than MCSC or MFAC) or use for their own account or for the account of any person, firm, corporation or other organization, any confidential or proprietary customer list, vendor list, sales method, record, data, trade secret, pricing policy, bid amount, bid strategy, rate structure, personnel policy, method or practice of soliciting or obtaining or doing business by TBS or any Business Know-How or other confidential or proprietary information whatsoever relating to TBS or, whether or not obtained with the knowledge and permission of MCSC (exclusive of any information which at the time of disclosure is generally available to and known by the public, other than as a result of any unauthorized disclosure by TBS or the Covenantors). The Covenantors further covenant and agree that they shall not divulge any such confidential or proprietary information which they may acquire during any transition period in which they are employed or assist or consult with MCSC or MFAC to facilitate the transfer and the continued success of the Business of TBS, and the Covenantors will hold such confidential and proprietary information in trust for the sole benefit of MCSC or MFAC and their respective successors and assigns. AGREEMENT AND PLAN OF REORGANIZATION PAGE 42
Covenant Not to Disclose. The Executive shall not at any time during or after the termination of the employment period knowingly reveal, divulge or make known to any person (other than the Company), or use for his own account any customer lists, trade secrets or formula, or secret or confidential information used by the Company prior to or during the term of his employment by the Company and made known (whether with the knowledge and permission of the Company, whether developed, devised or otherwise created in whole or in part by the efforts of the Executive and whether a matter of public knowledge unless as a result of authorized disclosure) to the Executive by reason of his employment by the Company. The Executive shall retain all such knowledge and information which he may acquire or develop during this employment by the Company concerning such lists, secrets, formula and information in trust for the sole benefit of the Company.
Covenant Not to Disclose. Employer and Employee recognize that, during the course of Employee's term of employment with Employer pursuant to this Agreement, Employer will disclose to Employee information concerning Employer and the Affiliates, their products, their customers, their services, their trade secrets, their proprietary information and other information concerning their business all of which constitute valuable assets of Employer and the Affiliates. Employer and Employee further acknowledge that Employer has, and will, invest considerable amounts of time, effort and corporate resources in developing such valuable assets and that disclosure by Employee of such assets to the public shall cause irreparable harm, damage and loss to Employer and the Affiliates.
Covenant Not to Disclose. Each Party hereby agrees that during the Term and at all times thereafter it shall not use, commercialize or disclose the other Party's Confidential Information to any person or entity, except to its own employees and/or subcontractors who have a "need to know," to such other recipients as the other Party may approve in writing in advance of disclosure, or as otherwise required by court order, statute or regulation. Each Party shall use at least the same degree of care in safeguarding the other Party's Confidential Information as it uses in safeguarding its own Confidential Information, but in no event shall a Party use less than due diligence and care. Neither Party shall alter or remove from any software, documentation or other Confidential Information of the other Party (or any third Party) any proprietary, copyright, trademark or trade secret legend.
Covenant Not to Disclose a. The Executive covenants and agrees that he will not, during the period of his employment with the Corporation or at any time thereafter, except with the express prior written consent of the Chairman and Chief Executive Officer of Harbour Group Ltd., any successor to Harbour Group Ltd. or their respective designees, directly or indirectly disclose, communicate or divulge to any Person, or use for the benefit of any Person, any Proprietary Information. The restriction contained in the preceding sentence shall not apply to any Proprietary Information that (i) is a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) on the date of this Agreement, (ii) becomes a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) after the date of this Agreement from another source which is under no obligation of confidentiality to the Corporation or its Affiliates or (iii) that is furnished in the Ordinary Course of Business to Persons which sell, provide or propose to sell or provide goods or services to the Corporation or its Subsidiaries or which purchase, obtain or propose to purchase or obtain goods or services from the Corporation or its Subsidiaries.