Non Disclosure Agreement Sample Clauses


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. 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. 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. 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. 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 ...

Non-Disclosure Agreement. Your acceptance of this offer and your Employment with the Company is contingent upon the execution, and delivery to an officer of the Company, of the Company’s Confidentiality, Non-Disclosure, Inventions, Non-Solicitation, and Non-Competition Agreement, in the form attached hereto as Attachment A (the “Non-Disclosure Agreement”), prior to or on your Start Date.

Non-Disclosure Agreement. Nothing in this Agreement is intended to impair or be in derogation of the Executive’s obligations under that certain Non-Competition, Proprietary Information and Inventions Agreement, executed by the Executive in connection with his employment hereunder (the “Non-Disclosure Agreement”).


Non-Disclosure Agreement. The parties agree that the NDA all hereby be amended by extending the termination date of the NDA to the last day of the Initial Term and that the confidentiality obligations of the parties thereafter shall continue for a period of [ * ] after the last day of the Initial Term.

Non-Disclosure Agreement. Employee agrees that he will not (i) disclose to any person, either directly or indirectly, any Confidential Information, unless and solely to the extent that such Confidential Information is required to be disclosed by law or pursuant to a final judicial order or decree, (ii) use for his own account or use, cause, facilitate or allow any third party to use Confidential Information in any way, or (iii) remove any Confidential Information or any copy, summary or compilation of any kind of any Confidential Information from the premises of the Company or the premises of any Company’s customers.

Non-Disclosure Agreement. The Parties acknowledge the existence of a mutual Non-Disclosure Agreement (“NDA” or “Confidentiality Agreement”) dated May 15, 2004, which NDA shall remain in full force and effect during the Term. All aspects of this Agreement shall be subject to the terms and conditions of the NDA. The terms and conditions of this Agreement and all Exhibits hereto shall be considered “Information” as such term is defined in the NDA. Further, the Parties hereby agree that the Purpose (as defined in the NDA) for which Information may be used pursuant to the NDA shall be deemed to include each Party’s performance of its obligations under this Agreement. Notwithstanding the foregoing, Nextel may disclose the terms and conditions of this Agreement pursuant to Section 26 herein.