Common use of Covenant of Nondisclosure Clause in Contracts

Covenant of Nondisclosure. During the course of Employee’s employment with Employer, Employee has been given and has obtained various trade secret, proprietary and other confidential information concerning Employer, its subsidiaries and affiliates, the shareholders, directors, officers, associates, employees, and agents of said entities, and their customers, customer lists, customer contacts, prospective customers, services, trade secrets, proprietary information, personnel information, financial information, business strategies, strategic plans, research and development plans, product pipeline information, regulatory filings, and other information concerning their business (collectively, the “Information”), all of which constitute valuable assets and privileged information of Employer, which Information is particularly sensitive due to the fiduciary responsibilities and public trust inherent in Employer’s business. Employer and Employee acknowledge that Employer has invested, and shall continue to invest, considerable amounts of time, effort, and resources in developing such valuable assets and Information, and that use of or disclosure by Employee of such assets and Information to the public or to any other person or entity, regardless of how insignificant such assets or Information may seem, would cause irreparable harm, damage, and loss to Employer. To protect Employer from Employee’s use, disclosure, or exploitation of customer contacts and the Information, Employee agrees that Employee shall not, directly or indirectly, at any time after the Separation Date, for any reason, reveal, divulge, disclose, or communicate to any person, corporation, firm, or other entity or to any shareholder, director, officer, partner, member, manager, employee, agent, or associate of any such person, corporation, firm, or other entity, any confidential, sensitive, or personal information, proprietary information, trade secret, or other information whatsoever, including but not limited to the Information, about or received by Employee from Employer or its subsidiaries or affiliates, developed or received by Employee during employment with Employer or its subsidiaries or affiliates, or developed or received by Employee during the course of Employee’s association with Employer or its subsidiaries or affiliates, relating to the business affairs of Employer or its subsidiaries or affiliates, or the business or personal affairs of the shareholders, directors, officers, associates, employees, agents, or attorneys of said entities, including, without limitation, information concerning customer and prospective customer records, personnel information, ideas, proprietary information, methods, marketing investigations, surveys, research, Employer’s business plans, strategies, product pipeline, regulatory filings, research and development efforts, and other like or similar information, unless required to do so by law or by a court of competent jurisdiction. Employee shall not use the Information in any manner including but not limited to any manner which could operate to the detriment of Employer, its subsidiaries or affiliates, or the principals, shareholders, directors, officers, associates, or employees of said entities, particularly in any manner competitive with Employer, in any unlawful manner, or to interfere with or attempt to terminate or otherwise adversely affect any business relationship of Employer with a customer.

Appears in 1 contract

Samples: Separation Agreement and General Release (Transenterix Inc.)

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Covenant of Nondisclosure. During the course of Employee’s Associate's employment with Employerthe Bank, Employee Associate has been given and has obtained various trade secret, proprietary and other confidential information concerning Employerthe Bank, its subsidiaries and affiliatesother entities within the BancShares Group, the shareholders, directors, officers, associates, employees, and agents of said entities, and their customers, customer lists, customer contacts, prospective customers, services, trade secrets, proprietary information, personnel information, financial information, business strategies, strategic plans, research and development plans, product pipeline information, regulatory filings, and other information concerning their business (collectively, the "Information"), all of which constitute valuable assets and privileged information of Employerthe Bank or the specific entity within the BancShares Group, which Information is particularly sensitive due to the fiduciary responsibilities and public trust inherent in Employer’s the Bank's and BancShares Group's business. Employer The Bank and Employee Associate acknowledge that Employer the Bank has invested, and shall continue to invest, considerable amounts of time, effort, and resources in developing such valuable assets and Information, and that use of or disclosure by Employee Associate of such assets and Information to the public or to any other person or entity, regardless of how insignificant such assets or Information may seem, would cause irreparable harm, damage, and loss to Employerthe Bank or the particular entity of the BancShares Group. To protect Employer the Bank and/or an entity within the BancShares Group from Employee’s Associate's use, disclosure, or exploitation of customer contacts and the Information, Employee Associate agrees that Employee Associate shall not, directly or indirectly, at any time after the Separation Retirement Date, for any reason, reveal, divulge, disclose, or communicate to any person, corporation, firm, or other entity or to any shareholder, director, officer, partner, member, manager, employee, agent, or associate of any such person, corporation, firm, or other entity, any confidential, sensitive, or personal information, proprietary information, trade secret, or other information whatsoever, including but not limited to the Information, about or received by Employee Associate from Employer the Bank or its subsidiaries any one or affiliatesmore of the entities of the BancShares Group, developed or received by Employee Associate during employment with Employer the Bank or its subsidiaries or affiliatesthe BancShares Group entities, or developed or received by Employee Associate during the course of Employee’s Associate's association with Employer the Bank or its subsidiaries or affiliatesany of the entities of the BancShares Group, relating to the business affairs of Employer the Bank or its subsidiaries or affiliatesany of the entities of the BancShares Group, or the business or personal affairs of the shareholders, directors, officers, associates, employees, agents, or attorneys of said entities, including, without limitation, information concerning customer and prospective customer records, personnel information, ideas, proprietary information, methods, marketing investigations, surveys, research, Employer’s business plans, strategies, product pipeline, regulatory filings, research and development efforts, and other like or similar information, unless required to do so by law or by a court of competent jurisdiction. Employee Associate shall not use the Information in any manner including but not limited to any manner which could operate to the detriment of Employer, its subsidiaries the Bank or affiliatesany of the entities within the BancShares Group, or the principals, shareholders, directors, officers, associates, or employees of said entities, particularly in any manner competitive with Employerthe Bank or any entity within the BancShares Group, in any unlawful manner, or to interfere with or attempt to terminate or otherwise adversely affect any business relationship of Employer the Bank or any entity within the BancShares Group with a customer or prospective customer.

Appears in 1 contract

Samples: Retirement Agreement and Release (First Citizens Bancshares Inc /De/)

Covenant of Nondisclosure. During the course of Employee’s Associate's employment with Employerthe Bank, Employee Associate has been given and has obtained various trade secret, proprietary and other confidential information concerning Employerthe Bank, its subsidiaries and affiliatesother entities within the BancShares Group, the shareholders, directors, officers, associates, employees, and agents of said entities, and their customers, customer lists, customer contacts, prospective customers, services, trade secrets, proprietary information, personnel information, financial information, business strategies, strategic plans, research and development plans, product pipeline information, regulatory filings, and other information concerning their business (collectively, the "Information"), all of which constitute valuable assets and privileged information of Employerthe Bank or the specific entity within the BancShares Group, which Information is particularly sensitive due to the fiduciary responsibilities and public trust inherent in Employer’s the Bank's and BancShares Group's business. Employer The Bank and Employee Associate acknowledge that Employer the Bank has invested, and shall continue to invest, considerable amounts of time, effort, and resources in developing such valuable assets and Information, and that use of or disclosure by Employee Associate of such assets and Information to the public or to any other person or entity, regardless of how insignificant such assets or Information may seem, would cause irreparable harm, damage, and loss to Employerthe Bank or the particular entity of the BancShares Group. To protect Employer the Bank and/or an entity within the BancShares Group from Employee’s Associate's use, disclosure, or exploitation of customer contacts and the Information, Employee Associate agrees that Employee Associate shall not, directly or indirectly, at any time after the Separation Retirement Date, for any reason, reveal, divulge, disclose, or communicate to any person, corporation, firm, or other entity or to any shareholder, director, officer, partner, member, manager, employee, agent, or associate of any such person, corporation, firm, or other entity, any confidential, sensitive, or personal information, proprietary information, trade secret, or other information whatsoever, including but not limited to the Information, about or received by Employee Associate from Employer the Bank or its subsidiaries any one or affiliatesmore of the entities of the BancShares Group, developed or received by Employee Associate during employment with Employer the Bank or its subsidiaries or affiliatesthe BancShares Group entities, or developed or received by Employee Associate during the course of Employee’s Associate's association with Employer the Bank or its subsidiaries or affiliatesany of the entities of the BancShares Group, relating to the business affairs of Employer the Bank or its subsidiaries or affiliatesany of the entities of the BancShares Group, or the business or personal affairs of the shareholders, directors, officers, associates, employees, agents, or attorneys of said entities, including, without limitation, information concerning customer and prospective customer records, personnel information, ideas, proprietary information, methods, marketing marketing, investigations, surveys, research, Employer’s business plans, strategies, product pipeline, regulatory filings, research and development efforts, and other like or similar information, unless required to do so by law or by a court of competent jurisdiction. Employee Associate shall not use the Information in any manner including but not limited to any manner which could operate to the detriment of Employer, its subsidiaries the Bank or affiliatesany of the entities within the BancShares Group, or the principals, shareholders, directors, officers, associates, or employees of said entities, particularly in any manner competitive with Employerthe Bank or any entity within the BancShares Group, in any unlawful manner, or to interfere with or attempt to terminate or otherwise adversely affect any business relationship of Employer the Bank or any entity within the BancShares Group with a customer or prospective customer.

Appears in 1 contract

Samples: Retirement Agreement and Release (First Citizens Bancshares Inc /De/)

Covenant of Nondisclosure. During the course of Employee’s Xxxxxx’ employment with Employerthe Bank, Employee Xxxxxx has been given and has obtained various trade secret, proprietary confidential and other confidential material non-public information concerning Employerthe Bank, its BCC, their subsidiaries and affiliates, the shareholders, directors, officers, associates, employees, and agents of said entities, and their customers, customer lists, customer contacts, prospective customers, services, trade secrets, proprietary information, personnel information, financial information, business strategies, strategic plans, research and development plans, product pipeline information, regulatory filings, and other information concerning their operations, business and financial condition and results (collectively, the “Information”), all of which constitute valuable assets and privileged information of Employerthe Bank and BCC, and which Information is particularly sensitive due to the fiduciary responsibilities and public trust inherent in Employerthe Bank’s businessbusiness and the public trading market for BCC’s common stock. Employer The Bank and Employee Xxxxxx acknowledge that Employer the Bank has invested, and shall continue to invest, considerable amounts of time, effort, and resources in developing such valuable assets and Information, that BCC and its officers and directors are subject to various federal laws and regulations regarding the orderly disclosure of material information, and that use of or disclosure by Employee Xxxxxx of such assets and Information to the public or to any other person or entity, regardless of how insignificant such assets or Information may seem, would cause irreparable harm, damage, and loss to Employerthe Bank and BCC. To protect Employer the Bank and BCC from Employee’s Xxxxxx’ use, disclosure, or exploitation of customer contacts and the Information, Employee Xxxxxx agrees that Employee Xxxxxx shall not, directly or indirectly, at any time after the Separation Resignation Date, for any reason, reveal, divulge, disclose, or communicate to any person, corporation, firm, or other entity or to any shareholder, director, officer, partner, member, manager, employee, agent, or associate of any such person, corporation, firm, or other entity, any confidential, sensitive, or personal information, proprietary information, trade secret, or other information whatsoever, including but not limited to the Information, about or received by Employee Xxxxxx from Employer the Bank, BCC, or its their subsidiaries or affiliates, developed or received by Employee Xxxxxx during employment with Employer the Bank, BCC, or its their subsidiaries or affiliates, or developed or received by Employee Xxxxxx during the course of Employee’s Xxxxxx’ association with Employer the Bank, BCC, or its their subsidiaries or affiliates, relating to the operations, business affairs or financial condition or results of Employer the Bank, BCC, or its their subsidiaries or affiliates, or the business or personal affairs of the shareholders, directors, officers, associates, employees, agents, or attorneys of said entities, including, without limitation, information concerning customer and prospective customer records, personnel information, ideas, proprietary information, methods, marketing investigations, surveys, research, Employer’s business plans, strategies, product pipelineaccounting information, regulatory filings, research and development effortsexaminations, and other like or similar information, unless required to do so by law or by a court of competent jurisdiction. Employee Further, Xxxxxx shall not use the Information in any manner including but not limited to any manner which could operate to the detriment of Employerthe Bank, its BCC, their subsidiaries or affiliates, or the principals, shareholders, directors, officers, associates, or employees of said entities, particularly in any manner competitive with Employerthe Bank or BCC, in any unlawful manner, or to interfere with or attempt to terminate or otherwise adversely affect any business relationship of Employer the Bank or BCC with a customer.

Appears in 1 contract

Samples: Consultation Agreement (Bank of the Carolinas CORP)

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Covenant of Nondisclosure. During the course of Employee’s Holding's employment with Employerthe Bank, Employee Holding has been given and has obtained various trade secret, proprietary and other confidential information concerning Employerthe Bank, its subsidiaries and affiliatesthe other entities within the BancShares Group, the shareholders, directors, officers, associates, employees, employees and agents of said entities, entities and their customers, customer lists, customer contacts, prospective customers, services, trade secrets, proprietary information, personnel information, financial information, business strategies, strategic plans, research and development plans, product pipeline information, regulatory filings, information and other information concerning their business (collectively, the "Information"), all of which constitute valuable assets and privileged information of Employerthe Bank or the specific entity within the BancShares Group, which Information is particularly sensitive due to the fiduciary responsibilities and public trust inherent in Employer’s the Bank's and BancShares Group's business. Employer The Bank and Employee Holding acknowledge that Employer the Bank has invested, and shall continue to invest, considerable amounts of time, effort, effort and resources in developing such valuable assets and Information, and that use of or disclosure by Employee Holding of such assets and Information to the public or to any other person or entity, regardless of how insignificant such assets or Information may seem, would cause irreparable harm, damage, damage and loss to Employerthe Bank or the particular entity of the BancShares Group. To protect Employer the Bank and/or an entity within the BancShares Group from Employee’s Holding's use, disclosure, disclosure or exploitation of customer contacts and the Information, Employee Holding agrees that Employee Holding shall not, directly or indirectly, at any time after the Separation Retirement Date, for any reason, reveal, divulge, disclose, disclose or communicate to any person, corporation, firm, firm or other entity or to any shareholder, director, officer, partner, member, manager, employee, agent, agent or associate of any such person, corporation, firm, firm or other entity, any confidential, sensitive, sensitive or personal information, proprietary information, trade secret, secret or other information whatsoever, including including, but not limited to to, the Information, about or received by Employee Holding from Employer the Bank or its subsidiaries any one or affiliatesmore of the entities within the BancShares Group, developed or received by Employee Holding during employment with Employer the Bank or its subsidiaries or affiliatesthe entities within the BancShares Group, or developed or received by Employee Holding during the course of Employee’s Holding's association with Employer the Bank or its subsidiaries or affiliatesany of the entities within the BancShares Group, relating to the business affairs of Employer the Bank or its subsidiaries or affiliatesany of the entities within the BancShares Group, or the business or personal affairs of the shareholders, directors, officers, associatesHoldings, employees, agents, agents or attorneys of said entities, including, without limitation, information concerning customer and prospective customer records, personnel information, ideas, proprietary information, methods, marketing investigations, surveys, research, Employer’s business plans, strategies, product pipeline, regulatory filings, research and development efforts, and other like or similar information, unless required to do so by law or by a court of competent jurisdiction. Employee Holding shall not use the Information in any manner including but not limited to any manner which could operate to the detriment of Employer, its subsidiaries the Bank or affiliatesany of the entities within the BancShares Group, or the principals, shareholders, directors, officers, associates, associates or employees of said entities, particularly in any manner competitive with Employerthe Bank or any entity within the BancShares Group, in any unlawful manner, or to interfere with or attempt to terminate or otherwise adversely affect any business relationship of Employer the Bank or any entity within the BancShares Group with a customer or prospective customer.

Appears in 1 contract

Samples: Resignation, Retirement and Release Agreement (First Citizens Bancshares Inc /De/)

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