Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- acknowledges that during the course of his employment with the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, without the prior written consent of the Company, he will not communicate, publish or disclose, to any person anywhere or use any Confidential Information (as hereinafter defined) for any purpose other than carrying out his duties as contemplated by this Agreement. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all Confidential Information in the Employee's possession or under the Employee's control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof the term "Confidential Information" shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future business and products, price lists, customer lists, processes, procedures or standards, know- how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidenti...
Covenant Not to Disclose Confidential Information. A. The Employee understands that his position with the Company is one of trust and confidence because of the Employee's access to trade secrets and confidential and proprietary business information. The Employee pledges his best efforts and utmost diligence to protect and keep confidential the trade secrets and confidential or proprietary business information of the Company.
Covenant Not to Disclose Confidential Information. During the Term and following termination of this Agreement, the Executive agrees that, without the Company's prior written consent, he will not use or disclose to any person, firm, association, partnership, entity or corporation, any confidential information concerning: (i) the business operations or internal structure of the Company; (ii) the customers of the Company; (iii) the financial condition of the Company; and (iv) other confidential information pertaining to the Company, including without limitation, trade secrets, technical data, marketing analyses and studies, operating procedures, customer and/or inventor lists, or the existence or nature of any of the Company's agreements (other than this Agreement and any other option or compensation related agreements involving the Executive); provided, however, that the Executive shall be entitled to disclose such information: (i) to the extent the same shall have otherwise become publicly available (unless made publicly available by the Executive); (ii) during the course of or in connection with any actual or potential litigation, arbitration, or other proceeding based upon or in connection with the subject matter of this Agreement; (iii) as may be necessary or appropriate to conduct his duties hereunder, provided the Executive is acting in good faith and in the best interest of the Company; or (iv) as may be required by law or judicial process.
Covenant Not to Disclose Confidential Information. During the term of this Agreement, Employee will be placed in a position by Employer to become acquainted with confidential and privileged information of Employer and its affiliates and successors, including, but not limited to, customer files, customer lists, special customer matters, sales methods and techniques, merchandising concepts and plans, business plans, sources of supply and vendors, special business relationships with vendors, agents and brokers, promotional materials and information, financial matters, mergers, acquisitions, selective personnel matters and confidential processes, designs, formulas, ideas, plans, devices or materials, and other similar matters which are confidential (any and all such information being referred to herein as "Confidential Information"). The use of Confidential Information against Employer would seriously damage Employer's business. Accordingly, Employee agrees that during the term of this Agreement and at all times thereafter with respect to financial matters and information, and during the Restrictive Period (as defined below) with respect to all other Confidential Information:
Covenant Not to Disclose Confidential Information. The Executive agrees that he has not and shall not, at any time during or after the Term, use, reveal or divulge (i) any trade secrets (as defined under applicable state law), (ii) any other confidential information, including business plans, customer information, formulae, financial information, pricing information, technical scientific data, technical processes, clinical or pre-clinical data, protocols, research projects, results, information technology programs or processes, database, or other information which the Company deems to be confidential or commercially sensitive, or (iii) any material confidential information whatsoever concerning any director, officer, employee, shareholder, partner, customer or agent of the Company or their respective family members learned by the Executive heretofore or hereafter (clauses (i) through (iii), collectively, “Confidential Information”).
Covenant Not to Disclose Confidential Information. Employee agrees that all information regarding manufacturing technique, process, formula, development or experimental work, work in process, business, trade secret or any other secret or confidential matter relating to the products, sales or business at Employer, including, but not limited to, customer lists, sales records, financial statements, payroll records, ledgers, corporate records, account numbers, contact lists and other information of any nature whatsoever pertaining to the business of Employer are of a proprietary and confidential nature and that none of such information shall be disclosed, published or made use of for any purpose by Employee without the prior written consent of Employer.
Covenant Not to Disclose Confidential Information. During the term of Employee’s employment and at any time thereafter, Employee agrees not to disclose or use, directly or indirectly, except in pursuit of the Employee’s duties to one or more Schrödinger Companies, any Confidential Information, unless Employee shall first secure written consent of the Company to such disclosure or use, or unless Employee is compelled to do so by court order or applicable law and Employee provides prior written notice of such disclosure to the Company. Without limiting the foregoing, Employee agrees not to publish, or cause or authorize to be published, any document containing Confidential Information or related to the Company’s Business, without the Company’s prior written approval (which may be granted or withheld in Company’s sole discretion).
Covenant Not to Disclose Confidential Information. The Executive covenants and agrees that he will not at any time during or after the termination of his employment hereunder reveal, divulge, or make known to any person, firm, corporation or other business organization (other than SysComm or its subsidiaries), or use for his own account any customer lists, trade secrets, or any secret or confidential information of any kind used by SysComm during his employment, and made known (whether or not with the knowledge and permission of SysComm, whether or not developed, devised, or otherwise created in whole or in part by the efforts of the Executive, and whether or not a matter of public knowledge unless as a result of authorized disclosure) to the Executive by reason of his employment by SysComm. The Executive further covenants and agrees that the knowledge and information which he has acquired or hereafter shall acquire during his employment respecting such customer lists, trade secrets, and secret or confidential information shall be held by him in trust for the sole benefit of SysComm, its successors and assigns.
Covenant Not to Disclose Confidential Information. During the Noncompete Period, you shall not disclose or use at any time any Confidential Information (as defined below) of which you are or become aware, whether or not such information is developed by you, except to the extent that such disclosure or use is (x) directly related to and required by your performance of duties, if any, assigned to you by the Company or (y) required by law. As used in this Agreement, the term "Confidential Information" means information that is not generally known to the public and that is used, developed or obtained by the Restricted Group in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and program listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers and clients and customer or client lists, (x) other copyrightable works, (xi) all technology and tradesecrets, and (xii) all similar and related information in whatever form, including any of the foregoing relating to research, operations, finances, current and proposed products and services, vendors, customers, advertising and marketing, and other non-public, proprietary, and confidential information of the Restricted Group. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date you propose to disclose or use such information. You acknowledge and agree that all copyrights, works, inventions, innovations, improvements, developments, patents, trademarks and all similar or related information which relate to the actual or anticipated business of the Company and its Subsidiaries (including its predecessors and successors) and conceived, developed or made by you while employed by the Company or its successors in interests belong to the Company (or its predecessors or successors). You hereby agree to perform all actions reasonably requested by the Company or its successors in interests (whether during or after the Noncompete Period) to establish and confirm such ownership at the Company's expense (including without limitation assignments, consents, powers of attorney and other instruments).
Covenant Not to Disclose Confidential Information. (a) The term "Confidential Information" as used herein shall mean any and all software programs, customer lists, trade secrets and information, know-how, skills, knowledge, ideas, knowledge of customer's commercial requirements, pricing methods, sales and marketing techniques, dealer relationships and agreements, financial information, intellectual property, codes, algorithms, research, development, research and development programs, processes, documentation, inventions, or devices used in or pertaining to the Company's business (i) which relate in any way to the Company's business, products or processes; or (ii) which are discovered, conceived, developed or reduced to practice by the Employee, either alone or with others either (x) during the term of this Agreement; or (y) at the Company's expense; or (z) on the Company's premises or with the Company's equipment.