Common use of Non-Disclosure Agreement Clause in Contracts

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 the Trust. The obligations set forth in this paragraph shall exist during the Executive’s employment and shall continue after the termination of the Executive’s employment for whatever reason, and for so long as any of the Trust’s Confidential Information retains any confidentiality. Confidential Information shall not include information that is or becomes part of the public domain without violation of this Agreement by Executive.

Non-Disclosure Agreement. In connection with Executive’s employment by For the Trustpurposes of the Agreements, the Trust will disclose or has disclosed to Executive, Bayer Materials may include materials and Executive has been given access information belonging to or in the possession of Bayer that is not generally known to the public and that derives its value from not being generally known to the public and which Bayer and its affiliates consider confidential. Confidential Bayer Materials as described herein may become acquainted withinclude, various confidential trade secret without limitation, all information, technical data, or proprietary information know-how provided to You and Your Team as part of the Bayer Challenges, including without limitation, that which relates to research, products, pricing, personnel, contractors, suppliers and customers, software, services, development, concepts, ideas, proprietary rightsinventions, 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 techniquesprocesses, designs, conceptsdrawings, investors and potential investorsmodels, franchise operation and system management programsprototypes, potential and future acquisitionsengineering, marketing, business modelsstrategies, target diversification plans, business expansion plans, or finance and focus areas for businessshall further include, customer listswithout limitation, marketing procedures and systemsall information marked "confidential" by Bayer. Confidential Bayer Materials may be conveyed in written, innovations and improvementsgraphical, personal physical or oral form. YOU AND YOUR TEAM HEREBY AGREE TO AND WILL HOLD IN CONFIDENCE AND USE A REASONABLE DEGREE OF CARE TO PRESERVE THE CONFIDENTIALITY OF THE BAYER MATERIALS PROVIDED UNDER THE AGREEMENTS. For purposes hereof, Confidential Bayer Materials does not include information that: (i) at the time of any Trustee or member disclosure, is in the public domain; (ii) after disclosure, becomes part 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 entitypublic domain, except for by breach of this Agreement by You or Your Team; (iii) You can establish by competent proof was in Your possession and at free disposal at the exclusive use time of disclosure by Bayer and benefit of the Trust. The Executive further warrants and agrees that he shall was not reproduce, or permit the reproductionacquired, directly or indirectly, from Bayer (or an affiliate thereof); or (iv) You and Your Team obtains from a third party (other than Bayer or an affiliate thereof); provided, however, that such information was not obtained by said third party, directly or indirectly, from Bayer (or an affiliate thereof) under an obligation of any confidentiality. For purposes of the Confidential Information that he is provided by the Trust except as required by the Trust or by lawAgreements, and that he Bayer Materials shall not permit the removal ofbe deemed to be in, nor removeor have come into, 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 the Trust. The obligations set forth in this paragraph shall exist during the Executive’s employment and shall continue after the termination of the Executive’s employment for whatever reason, and for so long as any of the Trust’s Confidential Information retains any confidentiality. Confidential Information shall not include information that is or becomes part of the public domain without violation merely because any part of this Agreement by Executivesuch Bayer Materials is embodied in general disclosures or because individual features, components, or combinations thereof are or become publicly known. YOU AND YOUR TEAM HEREBY AGREE TO PROMPTLY RETURN ALL BAYER MATERIALS PROVIDED TO YOUR TEAM IN WRITING OR IN ANY OTHER TANGIBLE FORM AT THE CONCLUSION OF THE BAYER HACKATHON AND FURTHER AGREE TO NOT RETAIN ANY COPIES OF ANY BAYER MATERIALS.

Non-Disclosure Agreement. In connection with Executive’s employment Consultant hereby expressly acknowledges that pursuant to the relationship established by the Trustthis Agreement, the Trust will disclose Consultant may obtain or has disclosed to Executive, and Executive has been be given access to or may become acquainted withcertain information, various documents and records of a confidential trade secret or proprietary information nature with respect to Intron and/or its business, prospects, customers, agents, competitors and ideas, proprietary rights, and other confidential and valuable information that constitutes trade secrets belonging to the Trust, its affiliates, vendors, and contractorssuppliers. The Executive Consultant further recognizes 2 acknowledges 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 unauthorized use or disclosure 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, such information both during and after the term of this Agreement could seriously damage and interfere with Intron's business and business prospects. Accordingly, Consultant hereby expressly covenants and agrees with Intron that it is in a fiduciary relationship with Intron, and as such, shall treat all information, records and confidences, including but not limited to prospect and customer lists, computer software and programs, patents, patent applications, contracts and all other written documents pertaining to any business of Intron, and any other agreements between Intron and its employees, agents or contractors, all support data related to or used in conjunction with the business of Intron, and any other information which Intron has provided to or which Consultant may obtain or generate in fulfilling its services under this Agreement as CONFIDENTIAL AND PROPRIETARY in nature. Consultant further covenants and agrees not to copy, reproduce, disclose or distribute any such materials or information at any time without Intron's prior written consent, which consent may be withdrawn at any time. Consultant further agrees that upon termination of his employment, for whatever reason, this Agreement it will not at any time disclose to keep secret and to treat confidentially any third party any of the information described above. Consultant agrees that all of the Trust’s Confidential Information aforementioned information and materials are the exclusive property of Intron and Consultant agrees not to use or aid others in using disclose such confidential information at any such Confidential Information in competition with time either prior to or otherwise to the detriment of the Trust. The obligations set forth in this paragraph shall exist during the Executive’s employment and shall continue after the termination of this Agreement except as specifically provided for herein. Consultant agrees that Intron shall be entitled to an injunction to restrain Consultant from the Executive’s employment for whatever reason, and for so long as commission of any of the Trust’s Confidential Information retains acts prohibited by this paragraph; provided, however, that nothing herein shall be construed as prohibiting Intron from pursuing any confidentiality. Confidential Information shall not include information that is other remedies available to it for breach or becomes part any threatened breach by Consultant of the public domain without violation provisions of this Agreement by Executiveparagraph and the fiduciary relationship described herein. This covenant shall be effective immediately upon execution hereof, and shall be applicable to all such documents and information given or disclosed to Consultant prior to or after the date of execution hereof.

Non-Disclosure Agreement. In connection with Executive’s You agree that during your employment by the Trust, the Trust will disclose or has disclosed to Executive, you have received and Executive has been given had access to or may become acquainted with, various Xxxxxxx’x trade secrets and confidential trade secret or and 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”) ), which includes or concerns, but is not limited to, attorney/client communications, global strategic communications, information pertaining to strategic planning or other strategy, mergers and acquisitions, corporate technology, intellectual property, customers, pricing, business methods and operations, business policies, procedures, practices and techniques, legal opinions and legal matters, research or development projects or results, sales, finances, products, suppliers, personnel performance and compensation, plans for future development, marketing practices, market participation, market studies, and financial forecasts and budgeting. You agree that will disclosure of such Confidential Information would be conceived or learned by him in the course detrimental to Emerson and agree that at no time following termination of his your employment with Emerson will you directly or indirectly disclose or cause the Company. The Executive represents, warrants and agrees that the Executive will keep disclosure of any and all of the Confidential Information to any person, firm, corporation, or entity, no matter what the purpose. You further agree that he is provided from being known by you will not directly or disclosed indirectly disclose the terms of this Agreement to any person or entity, except for the exclusive use and benefit of the Trustas authorized specifically herein. The Executive further warrants and agrees that he non-disclosure obligations set forth above shall not reproduceapply to the extent it is necessary for you to: report income to taxing authorities; communicate with your attorneys or agents to obtain legal and/or financial planning advice after any such attorneys or agents bind themselves in writing to the same non-disclosure obligations as set forth above; or, to respond to any lawfully issued subpoena or order of a court of competent jurisdiction or legitimate discovery request pursuant to state or federal rules of civil procedure. If any such subpoena, order of court or discovery request is received, you agree to send to Xxxxxxx’x General Counsel no later than two days after receipt via email to xxxx.xxxxx@xxxxxxx.xxx or via overnight or hand-delivery. You agree also to deliver to the office of Xxxxxxx’x General Counsel within a three day period following the Retirement Date all such Confidential Information, any other property of Emerson, and all copies thereof in your possession or control, whether in handwritten, typed, printed, graphic or electronic form (whether stored on Emerson-owned or personally owned or used devices, including but not limited to personal computers, tablets, smart phones, memory sticks, thumb drives, or permit the reproduction, directly on-site or indirectly, of off-site storage locations). If after such three-day period you determine that you have any of the Confidential Information that he is provided by the Trust except as required by the Trust or by lawother property of Emerson in your possession or control, and that he you 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 immediately deliver such Confidential Information in competition with or otherwise property to the detriment office of Xxxxxxx’x General Counsel. You further agree to deliver your signed certification of compliance with the Trust. The obligations set forth in provisions of this paragraph shall exist during the Executive’s employment and shall continue after the termination of the Executive’s employment for whatever reason, and for so long as any of the Trust’s Confidential Information retains any confidentiality. Confidential Information shall not include information that is or becomes part of the public domain without violation of this Agreement promptly upon request made to you in writing by ExecutiveXxxxxxx’x General Counsel.