Non-Disclosure Agreement. The parties agree and acknowledge that, as ------------------------ a result of negotiating, entering into and performing this Agreement, each party has and will have access to certain of the other party's Confidential Information (as defined below). Each party also understands and agrees that misuse and/or disclosure of that information could adversely affect the other party's business. Accordingly, the parties agree that, during the Term of this Agreement and thereafter, each party shall use and reproduce the other party's Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and shall restrict disclosure of the other party's Confidential Information to its employees, consultants or independent contractors with a need to know and shall not disclose the other party's Confidential Information to any third party without the prior written approval of the other party. Notwithstanding the foregoing, it shall not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or other governmental investigation or proceeding, provided the other party has been given prior notice and the disclosing party has sought all available safeguards against widespread dissemination prior to such disclosure. Notwithstanding anything to the contrary in this section, in the event that LifeMinders engages in a public offering, this Agreement may be made available in a SEC filing, subject to Lycos' prior approval, such approval not to be unreasonably withheld, and subject to customary redaction.
Non-Disclosure Agreement. Without the express written agreement of the Company’s [Highest Officer] or unless required to do so by law, the Employee agrees never to disclose the existence, facts, terms, or amount of this Agreement, nor the substance of the negotiations leading to this Agreement, to any person or entity, other than to his personal counsel or attorney, personal accountants, or personal tax preparer, any such disclosure to such persons to be made only if the relevant person must have such information for the performance of his or her responsibilities. To the extent required by law or applicable regulation, Employee may also disclose the provisions of this Agreement to the appropriate taxing authorities.
Non-Disclosure Agreement. Employee acknowledges and recognizes that in the course of Employee's employment, Employee has had and will continue to have or will have access to Corporate Information; and that LC Management may provide and confide to Employee Corporation Information, techniques and methods of operation developed at great expense by LCA, all of which Employee recognizes to be unique assets of LCA. Employee agrees that Employee shall not, during or after the term of employment, directly or indirectly, in any manner utilize, -7- 9 appropriate, disclose, communicate, divulge, copy or relate to any person, firm, corporation, association or other entity, except where required by law, or use or make use of any such Corporate Information, any such techniques or methods of operation; data of any kind; or any information relating to strategic plans, revenues, costs, profits or the financial condition of LCA, which is not generally known to the public or recognized as standard practice in the industry in which LCA is or shall be engaged. The provisions of this Article 3 shall survive the termination of Employee's employment with LC Management.
Non-Disclosure Agreement. The parties acknowledge entering into a separate non disclosure agreement relating to the Company’s proprietary information, attached as Exhibit A (“Non-Disclosure Agreement”). The terms of the Non-Disclosure Agreement are incorporated herein by this reference. In the event of a conflict between the Non-Disclosure Agreement and this Agreement, the terms providing greater protection to the Company and its proprietary information shall be determinative.
Non-Disclosure Agreement. Executive’s receipt of any payments or benefits under Section 6 will be subject to Executive’s continued compliance with the requirements set for in the Non-Disclosure Agreement (as defined in Section 9(a) below).
Non-Disclosure Agreement. The information, materials and software exchanged by the parties hereunder or under an XDK License, including the terms and conditions hereof and of the XDK License, are subject to the Non-Disclosure Agreement between the parties attached hereto as Exhibit 5 (the “Non-Disclosure Agreement”), which is incorporated herein by reference; provided, however, that for purposes of the foregoing, Section 2(a)(i) of the Non-Disclosure Agreement shall hereinafter read, “The Receiving Party shall: (i)] Refrain from disclosing Confidential Information of the Disclosing Party to any third parties for as long as such remains undisclosed under 1(b) above except as expressly provided in Sections 2(b) and 2(c) of this [Non-Disclosure] Agreement.” In this way, all Confidential Information provided hereunder or by way of the XDK License in whatever form (e.g. information, materials, tools and/or software exchanged by the parties hereunder or under an XDK License), including the terms and conditions hereof and of the XDK License, unless otherwise specifically stated, will be protected from disclosure for as long as it remains Confidential.
Non-Disclosure Agreement. The information, materials and software exchanged by the parties hereunder or under an XDK License, including the terms and conditions hereof and of the XDK License, shall be subject to the Non-Disclosure Agreement between the parties attached hereto and incorporated herein by reference as Exhibit D.
Non-Disclosure Agreement. In some cases, Contractor may be required to sign a Non-Disclosure Agreement in a form acceptable to the State in order to protect confidential State data to which the Contractor, its employees, subcontractors or agents may have access.
Non-Disclosure Agreement. In connection with Executive’s employment by the Trust, the Trust will disclose or has disclosed to Executive, and Executive has been given access to or may become acquainted with, various confidential trade secret or proprietary information and ideas, proprietary rights, and other confidential and valuable information that constitutes trade secrets belonging to the Trust, its affiliates, vendors, and contractors. The Executive further recognizes that the Trust’s business interests require a confidential relationship between the Trust, the Trust’s management team, and the Executive and the fullest practical protection and confidential treatment of its trade secrets, operating manuals, marketing techniques, designs, concepts, investors and potential investors, franchise operation and system management programs, potential and future acquisitions, business models, target and focus areas for business, customer lists, marketing procedures and systems, innovations and improvements, personal information of any Trustee or member of the Trust’s management team or the management team’s respective families (collectively referred to as “Confidential Information”) that will be conceived or learned by him in the course of his employment with the Company. The Executive represents, warrants and agrees that the Executive will keep any and all of the Confidential Information that he is provided from being known by or disclosed to any person or entity, except for the exclusive use and benefit of the Trust. The Executive further warrants and agrees that he shall not reproduce, or permit the reproduction, directly or indirectly, of any of the Confidential Information that he is provided by the Trust except as required by the Trust or by law, and that he shall not permit the removal of, nor remove, any of the Confidential Information that he is provided by the Trust. The Executive further warrants that he will not make any disparaging comments about the Trust or any member of its management team to anyone outside of the Trust, and will not engage in any conduct that would tend to disparage or cast in a negative light the Trust or any of the members of its management team. The Executive agrees, both during and after the termination of his employment, for whatever reason, to keep secret and to treat confidentially all of the Trust’s Confidential Information and not to use or aid others in using any such Confidential Information in competition with or otherwise to the detriment of...