Common use of Non-Disclosure Covenants Clause in Contracts

Non-Disclosure Covenants. All Confidential Information, Trade Secrets, and all physical and electronic embodiments thereof are confidential and are and will remain the sole and exclusive property of the Company. The Optionee must (1) immediately disclose to the Company all Confidential Information and Trade Secrets developed, conceived, received or disclosed, in whole or in part, by or to the Optionee while Employed by the Company; (2) assign to the Company any right, title, or interest Optionee may have in such Confidential Information and Trade Secrets, and (3) at the request and expense of the Company, do all things and sign all documents or instruments reasonably necessary in the opinion of the Company to eliminate any ambiguity as to the ownership by, and rights of, the Company in such Confidential Information and Trade Secrets, including, without limitation, providing full cooperation in litigation and other proceedings to establish or protect such right. The Optionee agrees that any copyright in the expression of such Confidential Information or Trade Secrets shall be the property of the Company, and that any patent rights and any invention or novel devices or processes developed by the use of such Confidential Information or Trade Secrets shall be the exclusive property of the Company. During the term of employment and for a period of (i) two (2) years thereafter for Confidential Information that is not a trade secret under Georgia law or (ii) until the Confidential Information that is a trade secret under Georgia law ceases to qualify as such, Optionee agrees that he shall protect any such Confidential Information and shall not, except in connection with the performance of his remaining duties for the Company, disclose or otherwise copy, reproduce, use, distribute or otherwise disseminate any such Confidential Information, or any physical embodiments thereof, to any person or entity. Optionee further agrees that he shall not, except in connection with the performance of his duties for the Company, disclose or otherwise copy, reproduce, distribute or otherwise disseminate any Trade Secrets, or any physical embodiments thereof, to any person or entity at any time during Optionee’s employment with the Company and for as long as such Trade Secrets remain trade secrets under Georgia law. Optionee will, in no event, take any action causing, or fail to take any action necessary in order to prevent any Confidential Information or Trade Secrets disclosed to or developed by Optionee to lose their character as such; provided, however, that Optionee may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Optionee will promptly notify the Company of such order or subpoena to provide the Company an opportunity to protect its interests. Optionee’s obligations herein shall survive any expiration or termination of this Agreement. The Optionee attests that, during his employment with the Company, he has not and will not offer, disclose or use on Optionee’s own behalf or on behalf of the Company, any information Optionee received prior to employment by the Company, which was supplied to Optionee confidentially or which Optionee should reasonably know to be confidential, to any person, organization or entity other than the Company without the written approval of such person, organization or entity. Nothing contained herein shall be in derogation or a limitation of the rights of the Company to enforce its rights or the duties of Optionee under then applicable Georgia law relating to Trade Secrets including, in particular, the Georgia Trade Secrets Act, O.C.G.A. Sections 10-1-760, et seq.

Non-Disclosure Covenants. All Confidential Information, Trade Secrets, and all physical and electronic embodiments thereof are confidential and are and will remain the sole and exclusive property of the Company. The Optionee Grantee must (1) immediately disclose to the Company all Confidential Information and Trade Secrets developed, conceived, received or disclosed, in whole or in part, by or to the Optionee Grantee while Employed by the Company; (2) assign to the Company any right, title, or interest Optionee Grantee may have in such Confidential Information and Trade Secrets, and (3) at the request and expense of the Company, do all things and sign all documents or instruments reasonably necessary in the opinion of the Company to eliminate any ambiguity as to the ownership by, and rights of, the Company in such Confidential Information and Trade Secrets, including, without limitation, providing full cooperation in litigation and other proceedings to establish or protect such right. The Optionee Grantee agrees that any copyright in the expression of such Confidential Information or Trade Secrets shall be the property of the Company, and that any patent rights and any invention or novel devices or processes developed by the use of such Confidential Information or Trade Secrets shall be the exclusive property of the Company. During the term of employment and for a period of (i) two (2) years thereafter for Confidential Information that is not a trade secret under Georgia law or (ii) until the Confidential Information that is a trade secret under Georgia law ceases to qualify as such, Optionee Grantee agrees that he shall protect any such Confidential Information and shall not, except in connection with the performance of his remaining duties for the Company, disclose or otherwise copy, reproduce, use, distribute or otherwise disseminate any such Confidential Information, or any physical embodiments thereof, to any person or entity. Optionee Grantee further agrees that he shall not, except in connection with the performance of his duties for the Company, disclose or otherwise copy, reproduce, distribute or otherwise disseminate any Trade Secrets, or any physical embodiments thereof, to any person or entity at any time during OptioneeGrantee’s employment with the Company and for as long as such Trade Secrets remain trade secrets under Georgia law. Optionee Grantee will, in no event, take any action causing, or fail to take any action necessary in order to prevent any Confidential Information or Trade Secrets disclosed to or developed by Optionee Grantee to lose their character as such; provided, however, that Optionee Grantee may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Optionee Grantee will promptly notify the Company of such order or subpoena to provide the Company an opportunity to protect its interests. OptioneeGrantee’s obligations herein shall survive any expiration or termination of this Agreement. The Optionee Grantee attests that, during his employment with the Company, he has not and will not offer, disclose or use on OptioneeGrantee’s own behalf or on behalf of the Company, any information Optionee Grantee received prior to employment by the Company, which was supplied to Optionee Grantee confidentially or which Optionee Grantee should reasonably know to be confidential, to any person, organization or entity other than the Company without the written approval of such person, organization or entity. Nothing contained herein shall be in derogation or a limitation of the rights of the Company to enforce its rights or the duties of Optionee Grantee under then applicable Georgia law relating to Trade Secrets including, in particular, the Georgia Trade Secrets Act, O.C.G.A. Sections 10-1-760, et seq.

Non-Disclosure Covenants. All Confidential Information, Trade Secrets, and all physical and electronic embodiments thereof are confidential and are and will remain the sole and exclusive property of the Company. The Optionee Executive must (1) immediately disclose to the Company all Confidential Information and Trade Secrets developed, conceived, received or disclosed, in whole or in part, by or to the Optionee Executive while Employed by the Company; (2) assign to the Company any right, title, or interest Optionee Executive may have in such Confidential Information and Trade Secrets, and (3) at the request and expense of the Company, do all things and sign all documents or instruments reasonably necessary in the opinion of the Company to eliminate any ambiguity as to the ownership by, and rights of, the Company in such Confidential Information and Trade Secrets, including, without limitation, providing full cooperation in litigation and other proceedings to establish or protect such right. The Optionee Executive agrees that any copyright in the expression of such Confidential Information or Trade Secrets shall be the property of the Company, and that any patent rights and any invention or novel devices or processes developed by the use of such Confidential Information or Trade Secrets shall be the exclusive property of the Company. During the term of employment and for a period of (i) two (2) years thereafter for Confidential Information that is not a trade secret under Georgia law or (ii) until the Confidential Information that is a trade secret under Georgia law ceases to qualify as such, Optionee Executive agrees that he shall protect any such Confidential Information and shall not, except in connection with the performance of his remaining duties for the Company, disclose or otherwise copy, reproduce, use, distribute or otherwise disseminate any such Confidential Information, or any physical embodiments thereof, to any person or entity. Optionee Executive further agrees that he shall not, except in connection with the performance of his duties for the Company, disclose or otherwise copy, reproduce, distribute or otherwise disseminate any Trade Secrets, or any physical embodiments thereof, to any person or entity at any time during OptioneeExecutive’s employment with the Company and for as long as such Trade Secrets remain trade secrets under Georgia law. Optionee Executive will, in no event, take any action causing, or fail to take any action necessary in order to prevent any Confidential Information or Trade Secrets disclosed to or developed by Optionee Executive to lose their character as such; provided, however, that Optionee Executive may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Optionee Executive will promptly notify the Company of such order or subpoena to provide the Company an opportunity to protect its interests. OptioneeExecutive’s obligations herein shall survive any expiration or termination of this Agreement. The Optionee Executive attests that, during his employment with the Company, he has not and will not offer, disclose or use on OptioneeExecutive’s own behalf or on behalf of the Company, any information Optionee Executive received prior to employment by the Company, which was supplied to Optionee Executive confidentially or which Optionee Executive should reasonably know to be confidential, to any person, organization or entity other than the Company without the written approval of such person, organization or entity. Nothing contained herein shall be in derogation or a limitation of the rights of the Company to enforce its rights or the duties of Optionee Executive under then applicable Georgia law relating to Trade Secrets including, in particular, the Georgia Trade Secrets Act, O.C.G.A. Sections 10-1-760, et seq.