Definition of Confidential and Proprietary Information. “Confidential and Proprietary Information” shall mean information which is used in the Company’s business and (1) is proprietary to, about or created by the Company; (2) gives the Company some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interest of the Company; or (3) is designated as Confidential and Proprietary Information by the Company, known by the Executive to be considered confidential by the Company, or from all relevant circumstances should reasonably be assumed by the Executive to be confidential and proprietary to the Company, except such Confidential and Proprietary Information that (i) becomes known generally to the public through no fault of the Executive, (ii) is required to be disclosed by the Executive in connection with the performance of his duties as set forth in this Agreement, (iii) the disclosure of which, is necessary to comply with the applicable federal, state or local laws, legal process or any order or mandate of a court or other governmental authority, (iv) is reasonably believed by the Executive, based upon the advice of legal counsel, to be required to be disclosed in defense of a lawsuit or other legal or administrative action brought against the Executive, and (v) the Executive can show was acquired, or is acquired after the date of this Agreement from a third party and such third party did not obtain such Confidential and Proprietary Information from the Executive subject to or in violation of obligations similar to those set forth in this Section 12; provided, however, that in the case of subparagraphs (iii) and (iv), the Executive shall give the Company reasonable advance written notice of the Confidential and Proprietary Information intended to be disclosed and the reasons and circumstances surrounding such disclosure, in order to permit the Company to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential and Proprietary Information. Such Confidential and Proprietary Information includes, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing or designated as confidential):
Appears in 4 contracts
Samples: Executive Employment Agreement (TYG Solutions Corp.), Executive Employment Agreement (TYG Solutions Corp.), Executive Employment Agreement (TYG Solutions Corp.)
