Common use of Nondisclosure Covenant Clause in Contracts

Nondisclosure Covenant. Employee recognizes that by virtue of Employee’s employment with the Company, Employee will be granted otherwise prohibited access to trade secrets and other confidential and proprietary information that is not known to its competitors or within the industry generally, that was developed by the Company over a long period of time and/or at substantial expense, and which is confidential in nature or otherwise of great competitive value to the Company. This information (“Confidential and Proprietary Information”) includes, but is not limited to, the Company’s trade secrets; information relating to the Company’s production practices and methods of doing business; sales, marketing, and service strategies, programs, and procedures; contract expiration dates, customers and prospective customers, including, but not limited to, their particularized requirements and preferences, and the identity, authority, and responsibilities of their key contact persons; payment methods; service and product costs; pricing structures and incentive plans; vendors; financial position and business plans; computer programs and databases; research projects; new product and service developments; and any other information of the Company or any of its vendors or customers that the Company informs Employee, or which Employee should know by virtue of Employee’s position or the circumstances in which Employee learned it, is to be kept confidential. Confidential and Proprietary Information does not include information that is (i) in the public domain (except as a result of a breach of this Agreement or Employee’s obligations under a statutory or common law obligation) or (ii) obtained by Employee from a third party subsequent to the termination of Employee’s employment with the Company (except where the third party obtains the information in violation of a contractual obligation, a statutory or common law obligation). Employee agrees that during the Employment Period and at all times thereafter (a) Employee will not disclose, use or permit others to use any Confidential and Proprietary Information, or otherwise make use of any of it for Employee’s own purposes or the purposes of another, except as required in the course of Employee’s employment for the benefit of the Company or as required by law, and (b) Employee will take all reasonable measures, in accordance with the Company’s policies, procedures, and instructions, to protect the Confidential and Proprietary Information from any accidental or unauthorized disclosure or use.

Nondisclosure Covenant. Employee Executive recognizes that by virtue of EmployeeExecutive’s employment with the Company, Employee Executive will be granted otherwise prohibited access to trade secrets and other confidential and proprietary information that is not known to its competitors or within the industry generally, that was developed by the Company over a long period of time and/or at substantial expense, and which is confidential in nature or otherwise of great competitive value to the Company. This information (“Confidential and Proprietary Information”) includes, but is not limited to, the Company’s trade secrets; information relating to the Company’s production practices and methods of doing business; sales, marketing, and service strategies, programs, and procedures; contract expiration dates, customers and prospective customers, including, but not limited to, their particularized requirements and preferences, and the identity, authority, and responsibilities of their key contact persons; payment methods; service and product costs; profit margins and minimally acceptable profit margins; pricing structures and incentive plans; vendors; financial position and business plans; marketing plans; computer programs and databases; research projects; new product and service developments; and any other information of the Company or any of its vendors or customers that the Company informs EmployeeExecutive, or which Employee Executive should know by virtue of Employee’s his position or the circumstances in which Employee he learned it, is to be kept confidential. Confidential and Proprietary Information does not include information that is (i) in the public domain (except as a result of a breach of this Agreement or EmployeeExecutive’s obligations under a statutory or common law obligation) or (ii) obtained by Employee Executive from a third party subsequent to the termination of EmployeeExecutive’s employment with the Company (except where the third party obtains the information in violation of a contractual obligation, a statutory or common law obligation). Employee Executive agrees that during the Employment Period and at all times thereafter (a) Employee Executive will not disclose, use or permit others to use any Confidential and Proprietary Information, or otherwise make use of any of it for Employee’s his own purposes or the purposes of another, except as required in the course of Employee’s his employment for the benefit of the Company or as required by law, and (b) Employee Executive will take all reasonable measures, in accordance with the Company’s policies, procedures, and instructions, to protect the Confidential and Proprietary Information from any accidental or unauthorized disclosure or use.

Nondisclosure Covenant. Employee recognizes The parties acknowledge that by virtue Employer and its affiliates are enterprises the success of which is attributable largely to the ownership, use and development of certain valuable confidential and proprietary information (“Proprietary Information”) and that Employee’s employment with Employer will involve access to and work with Proprietary Information. Employee acknowledges that her relationship with Employer is a confidential relationship and agrees that she shall: (i) keep and maintain all Proprietary Information in strictest confidence; (ii) not, either directly or indirectly, use any Proprietary Information for her own benefit; and (iii) not, either directly or indirectly, divulge, disclose or communicate any Proprietary Information in any manner whatsoever to any person or Entity, other than to employees or agents of Employer having a need to know such Proprietary Information to perform their responsibilities on behalf of Employer or to other persons or Entities in the Companynormal course of Employer’s business. This nondisclosure obligation shall apply to all Proprietary Information, whether or not Employee participated in the development thereof. Upon termination of her employment with Employer for any reason, Employee will be granted otherwise prohibited return to Employer all Proprietary Information in any medium and all other documents, data, materials or property of Employer (including any copies thereof) in her possession. For purposes of this Agreement, the term “Proprietary Information” shall include any and all information related to the business of Employer, any of its affiliates or any third party whose information Employee had access to trade secrets and other confidential and proprietary information by virtue of her employment with Employer, or to any of their respective products, services, sales or operations, that is not generally known to its competitors or within the industry generallypublic, that was developed by the Company over a long period of time and/or at substantial expense, and which is confidential in nature or otherwise of great competitive value to the Company. This information (“Confidential and Proprietary Information”) includesspecifically including, but is not limited to, the Company’s without limitation: trade secrets; processes; formulae; compounds and properties thereof; data; files; research results; computer programs or related source codes or object codes; improvements; inventions; techniques; business, operating, marketing, partnering or merger and acquisition plans; strategies; forecasts; copyrightable material; suppliers; vendors; methods and manner of operations; information relating to the Company’s production practices identity, needs and methods location of doing business; salesall past, marketing, and service strategies, programs, and procedures; contract expiration dates, customers present and prospective customers, including, but not limited to, their particularized requirements and preferences, and the identity, authority, and responsibilities of their key contact persons; payment methods; service and product costs; pricing structures and incentive plans; vendors; financial position and business plans; computer programs and databases; research projects; new product and service developments; and any information with respect to the internal affairs of Employer and its affiliates. Such Proprietary Information may or may not contain legends or other information written notice that it is of a confidential or proprietary nature. The parties stipulate that, as between them, the above-described matters are important and confidential and gravely affect the successful conduct of the Company or business of Employer and its affiliates and that any breach of its vendors or customers that the Company informs Employee, or which Employee should know by virtue terms of Employee’s position or the circumstances in which Employee learned it, is to this Section 5(b) shall be kept confidential. Confidential and Proprietary Information does not include information that is (i) in the public domain (except as a result of a material breach of this Agreement or Employee’s obligations under a statutory or common law obligation) or (ii) obtained by Employee from a third party subsequent to the termination of Employee’s employment with the Company (except where the third party obtains the information in violation of a contractual obligation, a statutory or common law obligation). Employee agrees that during the Employment Period and at all times thereafter (a) Employee will not disclose, use or permit others to use any Confidential and Proprietary Information, or otherwise make use of any of it for Employee’s own purposes or the purposes of another, except as required in the course of Employee’s employment for the benefit of the Company or as required by law, and (b) Employee will take all reasonable measures, in accordance with the Company’s policies, procedures, and instructions, to protect the Confidential and Proprietary Information from any accidental or unauthorized disclosure or useAgreement.

Nondisclosure Covenant. Employee Executive recognizes that by virtue of EmployeeExecutive’s employment with the Company, Employee Executive will be granted otherwise prohibited access to trade secrets and other confidential and proprietary information that is not known to its competitors or within the industry generally, that was developed by the Company over a long period of time and/or at substantial expense, and which is confidential in nature or otherwise of great competitive value to the Company. This information (“Confidential and Proprietary Information”’’) includes, but is not limited to, the Company’s trade secrets; information relating to the Company’s production practices and methods of doing business; sales, marketing, and service strategies, programs, and procedures; contract expiration dates, customers and prospective customers, including, but not limited to, their particularized requirements and preferences, and the identity, authority, and responsibilities of their key contact persons; payment methods; service and product costs; pricing structures and incentive plans; vendors; financial position and business plans; computer programs and databases; research projects; new product and service developments; and any other information of the Company or any of its vendors or customers that the Company informs EmployeeExecutive, or which Employee Executive should know by virtue of EmployeeExecutive’s position or the circumstances in which Employee Executive learned it, is to be kept confidential. Confidential and Proprietary Information does not include information that is (i) in the public domain (except as a result of a breach of this Agreement or EmployeeExecutive’s obligations under a statutory or common law obligation) or (ii) obtained by Employee Executive from a third party subsequent to the termination of EmployeeExecutive’s employment with the Company (except where the third party obtains the information in violation of a contractual obligation, a statutory or common law obligation). Employee Executive agrees that during the Employment Period and at all times thereafter (a) Employee Executive will not disclose, use or permit others to use any Confidential and Proprietary Information, or otherwise make use of any of it for EmployeeExecutive’s own purposes or the purposes of another, except as required in the course of EmployeeExecutive’s employment for the benefit of the Company or as required by law, and (b) Employee Executive will take all reasonable measures, in accordance with the Company’s policies, procedures, and instructions, to protect the Confidential and Proprietary Information from any accidental or unauthorized disclosure or use.

Nondisclosure Covenant. Employee recognizes acknowledges that by virtue during the course of Employee’s his employment with the Company, Employee will be granted otherwise prohibited access to trade secrets he learned and other confidential and proprietary developed information that is not known generally available to its competitors or within the industry generally, that was developed by the Company over a long period of time and/or at substantial expense, public and which is confidential in nature or otherwise of great competitive value valuable to the Company. This information , its affiliates, and/or its and their customers because it is not generally available to others (the “Confidential and Proprietary Information”). Confidential Information may be oral, written, or pictorial, in the form of computer data, software or programs (including object code and source code) or otherwise documented. Except as provided in the last sentence of this Section 4, Confidential Information includes, but is not limited to, the Company’s trade secrets; all information relating related to the Company’s production practices and methods of doing businessits affiliates’ current and prospective customers and suppliers; salesresearch and development plans and results; all confidential and proprietary information provided to the Company and its affiliates by its and their customers and suppliers; the Company’s and its affiliates’ customer lists; confidential and proprietary Company personnel information; Company ideas, marketingtechniques; methods, and service strategies, programs, and procedures; contract expiration dates, customers and prospective customers, including, but not limited to, their particularized requirements and preferences, and the identity, authority, and responsibilities of their key contact persons; payment methods; service and product costs; pricing structures and incentive plans; vendorsprocesses; financial position projections and results; strategic and business plans; computer programs customer requirements and databasescontracts; research projectstrade secrets, including trade secrets within the meaning of the state and federal trade secret law; new product and service developmentsinformation that Employee ought reasonably to know is confidential; and any other information in respect of which the Company or any owes obligations of its vendors or customers that the Company informs Employeeconfidentiality to third parties. For purposes of this Agreement, or which Employee should know by virtue of Employee’s position or the circumstances in which Employee learned it, is to be kept confidential. Confidential and Proprietary Information does will not include information that the Company has disclosed publicly or which becomes known to the public through no action or assistance on Employee’s part. Employee understands that he shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and solely for the public domain (except as purpose of reporting or investigating a result suspected violation of a breach of this Agreement or Employee’s obligations under a statutory or common law obligation) law; or (ii) obtained is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by the Company for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Except as provided herein, Employee agrees he will not disclose any Confidential Information to others, nor use any Confidential Information for any purpose following the Resignation Date. This provision shall not be construed as preventing Employee from a third party using his general skills, knowledge, and expertise to perform duties for others subsequent to the termination of Employee’s employment with the Company (except where the third party obtains the information in violation of a contractual obligationResignation Date, a statutory so long as he can perform those duties without using or common law obligation). Employee agrees that during the Employment Period and at all times thereafter (a) Employee will not disclose, use or permit others to use any disclosing Confidential and Proprietary Information, or otherwise make use of any of it for Employee’s own purposes or the purposes of another, except as required in the course of Employee’s employment for the benefit of the Company or as required by law, and (b) Employee will take all reasonable measures, in accordance with the Company’s policies, procedures, and instructions, to protect the Confidential and Proprietary Information from any accidental or unauthorized disclosure or use.

Nondisclosure Covenant. Employee recognizes agrees that by virtue Employee will not, directly or indirectly, during the term of Employee’s employment with the Company or at any time thereafter, without the prior express written consent of the Company, use or divulge, disclose or make available or accessible any Confidential Information to any person or entity (other than when required to do so in good faith to perform Employee’s duties and responsibilities on behalf of the Company during the term of Employee’s employment with the Company, or when required to do so by a lawful order of a court of competent jurisdiction, any governmental authority or agency, or any recognized subpoena power). In the event that Employee becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, criminal or civil investigative demand or similar process) to disclose any Confidential Information, then prior to such disclosure, Employee will be granted otherwise prohibited access to trade secrets and provide the Company with prompt written notice so that the Company may seek (with Employee’s cooperation) a protective order or other confidential and proprietary information appropriate remedy and/or waive compliance with the provisions of this paragraph. In the event that such protective order or other remedy is not known to its competitors or within obtained, then Employee will furnish only that portion of the industry generallyConfidential Information which he is advised by counsel is legally required, that was developed by and will cooperate with the Company over a long period of time and/or at substantial expense, and which is in the Company’s efforts to obtain reliable assurance that confidential in nature or otherwise of great competitive value treatment will be accorded to the Confidential Information. Employee shall also proffer to the Company. This information (“Confidential and Proprietary Information”) includes, but is not limited to, no later than the Company’s trade secrets; information relating to the Company’s production practices and methods effective date of doing business; sales, marketing, and service strategies, programs, and procedures; contract expiration dates, customers and prospective customers, including, but not limited to, their particularized requirements and preferences, and the identity, authority, and responsibilities of their key contact persons; payment methods; service and product costs; pricing structures and incentive plans; vendors; financial position and business plans; computer programs and databases; research projects; new product and service developments; and any other information of the Company or any of its vendors or customers that the Company informs Employee, or which Employee should know by virtue of Employee’s position or the circumstances in which Employee learned it, is to be kept confidential. Confidential and Proprietary Information does not include information that is (i) in the public domain (except as a result of a breach of this Agreement or Employee’s obligations under a statutory or common law obligation) or (ii) obtained by Employee from a third party subsequent to the termination of Employee’s employment with the Company (except where for any reason or upon the third party obtains earlier request of the information in violation Company, and without retaining any copies, notes or excerpts thereof, all memoranda, computer disks or other media, computer programs, diaries, notes, records, data, customer or client lists, marketing plans and strategies, and any other documents consisting of a contractual obligation, a statutory or common law obligation). Employee agrees that during the Employment Period and at all times thereafter (a) Employee will not disclose, use or permit others to use any containing Confidential and Proprietary Information, or otherwise make use of any of it for Employee’s own purposes or the purposes of another, except as required in the course of Employee’s employment for the benefit of well as all other property belonging to the Company or as required by lawits affiliates, in each case, that are in Employee’s actual or constructive possession or which are subject to Employee’s control at such time. The obligations contained in this paragraph are in addition to, and (b) not in lieu of, any obligations to which Employee will take all reasonable measures, may be subject under the Idaho Rules of Professional Conduct or similar rules governing lawyers in accordance with the Company’s policies, procedures, and instructions, to protect the Confidential and Proprietary Information from any accidental or unauthorized disclosure or useapplicable jurisdiction.

Nondisclosure Covenant. Employee recognizes that by virtue of Employee’s 's employment with the Company, Employee will be granted otherwise prohibited access to trade secrets and other confidential and proprietary information that is not known to its competitors or within the industry generally, that was developed by the Company over a long period of time and/or at substantial expense, and which is confidential in nature or otherwise of great competitive value to the Company. This information (“"Confidential and Proprietary Information”") includes, but is not limited to, the Company’s 's trade secrets; information relating to the Company’s 's production practices and methods of doing business; sales, marketing, and service strategies, programs, and procedures; contract expiration dates, customers and prospective customers, including, but not limited to, their particularized requirements and preferences, and the identity, authority, and responsibilities of their key contact persons; payment methods; service and product costs; pricing structures and incentive plans; vendors; financial position and business plans; computer programs and databases; research projects; new product and service developments; and any other information of the Company or any of its vendors or customers that the Company informs Employee, or which Employee should know by virtue of Employee’s 's position or the circumstances in which Employee learned it, is to be kept confidential. Confidential and Proprietary Information does not include information that is (i) in the public domain (except as a result of a breach of this Agreement or Employee’s 's obligations under a statutory or common law obligation) or (ii) obtained by Employee from a third party subsequent to the termination of Employee’s 's employment with the Company (except where the third party obtains the information in violation of a contractual obligation, a statutory or common law obligation). Employee agrees that during the Employment Period and at all times thereafter (a) Employee will not disclose, use or permit others to use any Confidential and Proprietary Information, or otherwise make use of any of it for Employee’s 's own purposes or the purposes of another, except as required in the course of Employee’s 's employment for the benefit of the Company or as required by law, and (b) Employee will take all reasonable measures, in accordance with the Company’s 's policies, procedures, and instructions, to protect the Confidential and Proprietary Information from any accidental or unauthorized disclosure or use.

Nondisclosure Covenant. Employee Executive recognizes that by virtue of EmployeeExecutive’s employment with the Company, Employee Executive will be granted otherwise prohibited access to trade secrets and other confidential and proprietary information that is not known to its competitors or within the industry generally, that was developed by the Company over a long period of time and/or at substantial expense, and which is confidential in nature or otherwise of great competitive value to the Company. This information (“Confidential and Proprietary Information”) includes, but is not limited to, the Company’s trade secrets; information relating to the Company’s production practices and methods of doing business; sales, marketing, and service strategies, programs, and procedures; contract expiration dates, customers and prospective customers, including, but not limited to, their particularized requirements and preferences, and the identity, authority, and responsibilities of their key contact persons; payment methods; service and product costs; profit margins and minimally acceptable profit margins; pricing structures and incentive plans; vendors; financial position and business plans; marketing plans; computer programs and databases; research projects; new product and service developments; and any other information of the Company or any of its vendors or customers that the Company informs EmployeeExecutive, or which Employee Executive should know by virtue of Employee’s his position or the circumstances in which Employee he learned it, is to be kept confidential. Confidential and Proprietary Information does not include information that is (i) in the public domain (except as a result of a breach of this Agreement or EmployeeExecutive’s obligations under a statutory or common law obligation) or (ii) obtained by Employee Executive from a third party subsequent to the termination of EmployeeExecutive’s employment with the Company (except where the third party obtains the information in violation of a contractual obligation, a statutory or common law obligation). Employee Executive agrees that during the Employment Period and at all times thereafter (a) Employee Executive will not disclose, use or permit others to use any Confidential and Proprietary Information, or otherwise make use of any of it for Employee’s his own purposes or the purposes of another, except as required in the course of Employee’s his employment for the benefit of the Company or provided that prior written notice is given to the Company and Executive cooperates with the Company in any efforts by the Company to limit the scope of such obligation and/or to obtain confidential treatment of any material disclosed pursuant to such obligation, as required by law, and (b) Employee Executive will take all reasonable measures, in accordance with the Company’s policies, procedures, and instructions, to protect the Confidential and Proprietary Information from any accidental or unauthorized disclosure or use.

Nondisclosure Covenant. Employee Executive recognizes that by virtue of EmployeeExecutive’s employment with the Company, Employee Executive will be granted otherwise prohibited access to trade secrets and other confidential and proprietary information that is not known to its competitors or within the industry generally, that was developed by the Company over a long period of time and/or at substantial expense, and which is confidential in nature or otherwise of great competitive value to the Company. This information (“"Confidential and Proprietary Information”") includes, but is not limited to, the Company’s 's trade secrets; information relating to the Company’s 's production practices and methods of doing business; sales, marketing, and service strategies, programs, and procedures; contract expiration dates, customers and prospective customers, including, but not limited to, their particularized requirements and preferences, and the identity, authority, and responsibilities of their key contact persons; payment methods; service and product costs; profit margins and minimally acceptable profit margins; pricing structures and incentive plans; vendors; financial position and business plans; marketing plans; computer programs and databases; research projects; new product and service developments; and any other information of the Company or any of its vendors or customers that the Company informs EmployeeExecutive, or which Employee Executive should know by virtue of Employee’s his position or the circumstances in which Employee he learned it, is to be kept confidential. Confidential and Proprietary Information does not include information that is (i) in the public domain (except as a result of a breach of this Agreement or Employee’s Executive's obligations under a statutory or common law obligation) or (ii) obtained by Employee Executive from a third party subsequent to the termination of Employee’s Executive's employment with the Company (except where the third party obtains the information in violation of a contractual obligation, a statutory or common law obligation). Employee Executive agrees that during the Employment Period and at all times thereafter (a) Employee Executive will not disclose, use or permit others to use any Confidential and Proprietary Information, or otherwise make use of any of it for Employee’s his own purposes or the purposes of another, except as required in the course of Employee’s his employment for the benefit of the Company or provided that prior written notice is given to the Company and Executive cooperates with the Company in any efforts by the Company to limit the scope of such obligation and/or to obtain confidential treatment of any material disclosed pursuant to such obligation, as required by law, and (b) Employee Executive will take all reasonable measures, in accordance with the Company’s 's policies, procedures, and instructions, to protect the Confidential and Proprietary Information from any accidental or unauthorized disclosure or use.