Common use of Covenant Not to Disclose Clause in Contracts

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.

Appears in 6 contracts

Samples: Officer Severance Agreement (Rightchoice Managed Care Inc), Officer Severance Agreement (Rightchoice Managed Care Inc), Officer Severance Agreement (Rightchoice Managed Care Inc)

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Covenant Not to Disclose. Officer Executive acknowledges that during the course of OfficerExecutive's employment with Company, Officer Executive 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 Executive hereby agrees and acknowledges that Officer Executive owes a duty to Company not to disclose, and agrees that, during and after the term of OfficerExecutive's employment, Officer Executive 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 OfficerExecutive's duties as an employee of Company, or as required by law or legal process. Officer Executive will use OfficerExecutive'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 OfficerExecutive's duties as an employee of the Company, or as may be required by law or legal process. Officer Executive will return to Company all Confidential Information in OfficerExecutive's possession or under OfficerExecutive's control when the duties of Officer Executive as an employee of the Company no longer require OfficerExecutive's possession thereof, or whenever Company shall so request, and and, in any event event, will promptly return all such Confidential Information if OfficerExecutive'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 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 '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 Executive is Confidential Information.

Appears in 5 contracts

Samples: Executive Severance Agreement (Rightchoice Managed Care Inc), Executive Severance Agreement (Rightchoice Managed Care Inc), Executive Severance Agreement (Rightchoice Managed Care Inc)

Covenant Not to Disclose. Officer Executive acknowledges that during the course of OfficerExecutive's employment with Company, Officer Executive 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 AffiliateAffiliate of Company. As a consequence, Officer Executive hereby agrees and acknowledges that Officer Executive owes a duty to Company not to disclose, and agrees that, during and after the term of OfficerExecutive's employment, Officer Executive 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 OfficerExecutive's duties as an employee of Company, or as required by law or legal process. Officer Executive will use OfficerExecutive'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 OfficerExecutive's duties as an employee of the Company, or as may be required by law or legal process. Officer Executive will return to Company all Confidential Information in OfficerExecutive's possession or under OfficerExecutive's control when the duties of Officer Executive as an employee of the Company no longer require OfficerExecutive's possession thereof, or whenever Company shall so request, and and, in any event event, will promptly return all such Confidential Information if OfficerExecutive'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 of Company which, if disclosed, could be detrimental to Company or an its Affiliate, including, but not limited to to, any such information relating to Company's, or an its Affiliate's, members or insureds, trade secrets, proprietary data and information relating to Company's, or an its Affiliate's '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 Executive is Confidential Information.

Appears in 4 contracts

Samples: Executive Severance Agreement (Rightchoice Managed Care Inc /De), Executive Severance Agreement (Rightchoice Managed Care Inc /De), Executive Severance Agreement (Rightchoice Managed Care Inc /De)

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 AffiliateAffiliate of Company. 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 of Company which, if disclosed, could be detrimental to Company or an AffiliateAffiliate of Company, including, but not limited to any such information relating to Company's, or an its Affiliate's, members or insureds, trade secrets, proprietary data and information relating to Company's, or an its 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.. Revised March 5, 2001 8 9

Appears in 2 contracts

Samples: Officer Severance Agreement (Rightchoice Managed Care Inc /De), Officer Severance Agreement (Rightchoice Managed Care Inc /De)

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 AffiliateAffiliate of Company. 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 of Company which, if disclosed, could be detrimental to Company or an AffiliateAffiliate of Company, including, but not limited to any such information relating to Company's, or an its Affiliate's, members or insureds, trade secrets, proprietary data and information relating to Company's, or an its 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.

Appears in 2 contracts

Samples: Officer Severance Agreement (Rightchoice Managed Care Inc /De), Officer Severance Agreement (Rightchoice Managed Care Inc /De)

Covenant Not to Disclose. Officer Executive acknowledges that during the ------------------------ course of OfficerExecutive's employment with Company, Officer Executive 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 Executive hereby agrees and acknowledges that Officer Executive owes a duty to Company not to disclose, and agrees that, during and after the term of OfficerExecutive's employment, Officer Executive 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 OfficerExecutive's duties as an employee of Company, or as required by law or legal process. Officer Executive will use OfficerExecutive'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 OfficerExecutive's duties as an employee of the Company, or as may be required by law or legal process. Officer Executive will return to Company all Confidential Information in OfficerExecutive's possession or under OfficerExecutive's control when the duties of Officer Executive as an employee of the Company no longer require OfficerExecutive's possession thereof, or whenever Company shall so request, and and, in any event event, will promptly return all such Confidential Information if OfficerExecutive'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 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 's, past, present or future business, price lists, client lists, processes, procedures or standards, know-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 Executive is Confidential Information.

Appears in 1 contract

Samples: Executive Severance Agreement (Rightchoice Managed Care Inc)

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.copies

Appears in 1 contract

Samples: Officer Severance Agreement (Rightchoice Managed Care Inc)

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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 AffiliateAffiliate of Company. 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 of Company which, if disclosed, could be detrimental to Company or an AffiliateAffiliate of Company, including, but not limited to any such information relating to Company's, or an its Affiliate's, members or insureds, trade secrets, proprietary data and information relating to Company's, or an its 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.. Revised March 5, 2001

Appears in 1 contract

Samples: Officer Severance Agreement (Rightchoice Managed Care Inc /De)

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 AffiliateAffiliate of Company. 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 of Company which, if disclosed, could be detrimental to Company or an AffiliateAffiliate of Company, including, but not limited to any such information relating to Company's, or an its Affiliate's, members or insureds, trade secrets, proprietary data and information relating to Company's, or an its 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. Revised March 5, 2001 8 9 C. Covenant Not to Compete.

Appears in 1 contract

Samples: Officer Severance Agreement (Rightchoice Managed Care Inc /De)

Covenant Not to Disclose. Officer Executive acknowledges that during the course of Officer's his employment with Company, Officer the Company he has or will have access to and knowledge of certain information and data which the Company considers confidential, and that the release of such information or data to unauthorized persons could would be extremely detrimental to Company or an Affiliatethe Company. As a consequence, Officer Executive hereby agrees and acknowledges that Officer he owes a duty to the Company not to disclose, and agrees that, during and or after the term of Officer's his employment, Officer without the prior written consent of the Company he will not communicate, publish or disclose disclose, to any person anywhere or use any Confidential Information (as defined belowhereinafter defined) for any purpose except in accordance with the prior written consent of Company, where necessary or appropriate to carry out Officer's his duties as an employee of Company, contemplated by this Agreement or as required by law or legal process. Officer Executive will use Officer's his best efforts at all times to hold in confidence and to safeguard any Confidential Information from becoming known by falling into the hands of 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 his duties as an employee of the Company, contemplated by this Agreement or as may be required by law or legal process. Officer Executive will return to the Company all Confidential Information in OfficerExecutive's possession or under OfficerExecutive's control when the duties of Officer as an employee of the Company Executive no longer require OfficerExecutive's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if OfficerExecutive's employment relationship with the Company terminates is terminated and will not retain any copies thereof. For purposes hereof the purpose of this Agreement, term "Confidential Information" shall mean any information or data used by or belonging or relating to the Company that is not known generally to the industry in which the Company is or an Affiliate whichmay be engaged, if disclosed, could be detrimental to Company or an Affiliate, including, but not limited to including without limitation any such information relating to Company's, or an Affiliate's, members or insureds, and all trade secrets, proprietary data and information relating to the Company's, or an Affiliate's past, present or future business, price lists, client customer lists, names of Company employees, performance assessments of Company employees, 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 the Company advises Officer is Confidential InformationExecutive should be treated as confidential information.

Appears in 1 contract

Samples: Employment Agreement (Elite Information Group Inc)

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