No Use of Proprietary Information Clause Samples
POPULAR SAMPLE Copied 5 times
No Use of Proprietary Information. The Key Employee acknowledges that the pursuit of the activities forbidden by this subsection would necessarily involve the use or disclosure of Proprietary Information in breach of this Agreement, but that proof of such a breach would be extremely difficult. To forestall such disclosure, use, and breach, and in consideration of the employment under this Agreement, the Key Employee also agrees that while employed by the Company, and for a period of three (3) years after termination of the Key Employee's employment, the Key Employee shall not, directly or indirectly:
(i) divert or attempt to divert from the Company or any Affiliate ("Affiliate" shall mean any person or entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with such entity. For the purposes of this definition "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person,
No Use of Proprietary Information. (a) Parent agrees that, except as permitted under and as necessary to provide transitional services pursuant to the Transition Services Agreement or as expressly contemplated and permitted under the licensing agreements entered into with the Downstream Business Company, it (i) will not, and will cause the Company, the Retained Subsidiaries and Parent’s and their respective controlled Affiliates and any of their respective officers, employees, representatives, consultants or agents (the “Restricted Persons”) not to, disclose any of the Downstream Business Proprietary Information to (x) any third party or (y) any employee, representative, consultant or agent of Parent, the Company, any Retained Subsidiary or any of their respective controlled Affiliates (other than incidental disclosure in the regular course of duties that does not result in any prohibited use), and (ii) will not use and will not provide any rights to use, or allow any of the Restricted Persons or any third party to whom Parent, the Company, any Retained Subsidiary or any of their respective controlled Affiliates has provided Downstream Business Proprietary Information to use, the Downstream Business Proprietary Information in any manner.
(b) In connection with the Downstream Business Restructuring, the Company will cause the Downstream Business Company to agree that, except as permitted under the licensing agreements entered into between the Downstream Business Company (on one hand) and the Company and the Retained Subsidiaries (on the other hand), the Downstream Business Company (i) will not, and will cause its controlled Affiliates and any of their Restricted Persons not to, disclose any of the intellectual property or proprietary information of the Company or the Retained Subsidiaries to (x) any third party or (y) any employee, representative, consultant or agent of the Downstream Business Company or any of its controlled Affiliates (other than incidental disclosure in the regular course of duties that does not result in any prohibited use), and
No Use of Proprietary Information. The Executive acknowledges that the pursuit of the activities forbidden by this subsection would necessarily involve the use or disclosure of Proprietary Information in breach of this Agreement, but that proof of such a breach would be extremely difficult. To forestall such disclosure, use, and breach, and in consideration of the employment under this Agreement, the Executive also agrees that while employed by the Company, and for a period of one (1) year after termination of the Executive's employment, the Executive shall not, directly or indirectly:
(i) divert or attempt to divert from the Company or any Affiliate ("Affiliate" shall mean any person or entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with such entity). For the purposes of this definition "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise, and includes (x) ownership directly or indirectly of 50% or more of the shares in issue or other equity interests of such person, (y) possession directly or indirectly of 50% or more of the voting power of such person or (z) the power directly or indirectly to appoint a majority of the members of the board of directors or similar governing body of such person, and the terms "controlling" and "controlled" have meanings correlative to the foregoing) any business of any kind in which it is engaged, including, without limitation, soliciting business from or performing services for, any persons, company or other entity which at any time during the Executive's employment by the Company is a client, supplier, or customer of the Company or prospective client, supplier, or customer of the Company if such business or services are of the same general character as those engaged in or performed by the Company;
(ii) solicit or otherwise induce any person to terminate his employment or consulting relationship with the Company or any Affiliate; and
(iii) engage, invest or assist in any business activity that directly or indirectly competes with any business plan of the Company or any Affiliate. In addition, because the Executive acknowledges the difficulty of establishing when any intellectual property, invention, or proprietary information is first conceived or developed by the Executive, or whether it results from acces...
No Use of Proprietary Information. The Executive acknowledges that to conduct any activity restricted in this Article will certainly involve the use or disclosure of Proprietary Information as defined in Article 8 hereof and consequently result in a breach of such Article, and it will be difficult to directly demonstrate a breach of Article 8 hereof. Therefore, in order to prevent the Executive from using or disclosing the Proprietary Information as defined in Article 8 and as a condition to employing the Executive, the Executive agrees that during his/her employment with the Company and for a period of one year after the termination or expiration of the employment, the Executive shall not, directly or indirectly:
(a) refer or attempt to refer to any third party any business in which the Company or its Affiliates currently engage or will likely engage or participate, including, without limitation, solicitation or provision of any business or services that are essentially similar to the business of the Company or its Affiliates on behalf of any individual, company or other entity who was then an existing or prospective customer, supplier or partner of the Company or its Affiliates.
(b) seek to solicit the services of any employees who is employed by the Company or its Affiliates on or after the date of the Executive’s termination, or in the year preceding such termination, without the prior written consent of the Company.
No Use of Proprietary Information. You must not post, copy, modify, communicate, transmit, publish, perform, display, disclose, show in public, create any derivative works from, distribute, make commercial use of, or reproduce in any way any (i) the Proprietary Information or (ii) other copyrighted material, trade-marks and other proprietary content accessible via the Site and the Services, without first obtaining the prior written consent of the owner of the proprietary rights.