Proprietary Company Information Sample Clauses

Proprietary Company Information. You affirm your obligation to keep all “Proprietary Company Information” confidential and not to use or disclose it to any third party in the future, subject to any obligation to comply with legal process. As used in this letter agreement, the term “Proprietary Company Information” includes, but is not necessarily limited to, confidential, technical, marketing, business, financial or other information not publicly available.
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Proprietary Company Information. Employee and P&W acknowledge and agree that Proprietary Company Information means the information described above and any and all data and information relating to the business of Employer (i) of which the Employee becomes aware as a consequence of his employment by Employer, (ii) which has actual or potential economic value to Employer from not being generally known to other persons who could obtain economic value from its disclosure or use, and (iii) which is the subject of reasonable efforts by Employer to maintain its secrecy or confidentiality. Proprietary information may include, but is not limited to, client lists, sales and marketing information, identity and location of Employer's clients and suppliers, fee schedules, pricing information, client account records, training and operations material and memoranda, personnel records, employee lists, code books, pricing information, details of client or supplier contracts, operational methods, product or service development techniques or plans, new personnel acquisition plans, financial information concerning or relating to the business, accounts, clients, employees and affairs of Employer, and all physical embodiments of the foregoing, if such information is given to, developed by or acquired by Employee during Employee's employment with Employer. Employee acknowledges that the relationships Employee establishes with Employer's clients are a result of the employment relationship and any beneficial interest derived from such relationship is proprietary to Employer. Employee and P&W acknowledge and agree that all Proprietary Company Information, and all physical embodiments thereof, are confidential to, and shall be and remain the sole and exclusive property of, Employer. Upon request by Employer, and in any event upon termination of his employment with Employer for any reason, as a prior condition to receiving any final wage or salary check, Employee shall promptly deliver to Employer all property belonging to Employer including, without limitation, all Proprietary Company Information (and embodiments thereof) then in Employee's custody, control or possession.
Sample 1
Proprietary Company Information. 6. In accordance with and to supplement the Restrictive Covenant Agreement, Executive acknowledges and affirms Executive’s continuing obligation to keep all Proprietary Company Information confidential and to not disclose it to any third party in the future. As used in this Agreement, the term “Proprietary Company Information” includes, but is not necessarily limited to, trade secrets, confidential information, knowledge, data, or other information of the Company relating to products, processes, know-how, client lists, business plans, marketing plans and strategies, pricing strategies, and technical, marketing, business, financial, or other information which constitutes trade secret information or information not available to competitors of the Company or subject matter pertaining to any business of the Company or any of its clients, licensees, or affiliates, the use or disclosure of which might reasonably be construed to be contrary of the interests of the Company. Executive further agrees not to use, disclose, deliver, reproduce, or in any way allow any such trade secrets, confidential information, knowledge, data, or other Proprietary Company Information, or any documentation relating thereto, to be delivered to or used by any third parties without specific direction or consent of a duly authorized representative of the Company.
Sample 1
Proprietary Company Information. You affirm your obligation to keep all “Proprietary Company Information” confidential and not to disclose it to any third party in the future, subject to any obligation to comply with legal process. As used in this Agreement, the term “Proprietary Company Information” includes confidential, technical, marketing, business, financial or other information related to NCR or any of its subsidiaries or affiliates, not publicly available. Proprietary Company Information does not include information which you possessed before your employment with NCR, information that is in the public domain and information you lawfully receive(d) from a third party not subject to an obligation of non-disclosure.
Sample 1
Proprietary Company Information. In accordance with and to supplement the Employment Agreement, Executive acknowledges and affirms Executive’s continuing obligation to keep all Proprietary Company Information confidential and to not disclose it to any third party in the future. As used in this Agreement, the term “Proprietary Company Information” includes, but is not necessarily limited to, trade secrets, confidential information, knowledge, data, or other information of the Company relating to products, processes, know-how, client lists, business plans, marketing plans and strategies, pricing strategies, and technical, marketing, business, financial, or other information which constitutes trade secret information or information not available to competitors of the Company or subject matter pertaining to any business of the Company or any of its clients, licensees, or affiliates, the use or disclosure of which might reasonably be construed to be contrary of the interests of the Company. Executive further agrees not to use, disclose, deliver, reproduce, or in any way allow any such trade secrets, confidential information, knowledge, data, or other Executive’s Initials: /s/ MJB Proprietary Company Information, or any documentation relating thereto, to be delivered to or used by any third parties without specific direction or consent of a duly authorized representative of the Company. Nothing herein or in any other agreement between the Company and the Executive is intended or shall be construed to limit Executive’s ability to communicate with any governmental agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency.
Sample 1
Proprietary Company Information. Employee affirms his continuing obligation to keep all proprietary Company information confidential and not to disclose it to any third party in the future. As used in this Agreement, the term "Proprietary Company Information" includes, but is not necessarily limited to, technical, marketing, business, financial, or other information which constitutes trade secrets information or information not available to the competitors of the Company, the use or disclosure of which might reasonably be construed to be contrary to the interests of the Company or its Affiliates.
Sample 1

Related to Proprietary Company Information

  • Company Information Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber has had such opportunity as it deems necessary (which opportunity may have presented through online chat or commentary functions) to discuss the Company’s business, management and financial affairs with managers, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

  • Proprietary Information The Software, any data base and any proprietary data, processes, information and documentation made available to the Fund (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the “Information”), are the exclusive and confidential property of Custodian or its suppliers. The Fund shall keep the Information confidential by using the same care and discretion that the Fund uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the Software license granted herein for any reason, the Fund shall return to Custodian any and all copies of the Information which are in its possession or under its control.

  • Trade Secrets and Proprietary Information (a) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment, Executive agrees that he will not, during or after the Term, without the consent of the Board make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the term here of, except that nothing in this Agreement shall be construed to prohibit Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the Board, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, or (c) subsequent to the Term, if such information shall have either (i) been developed by Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and affiliates, other than affiliates whose relationship as an affiliate is derived solely from Executive’s interest in or position at the affiliate.

  • Trade Secrets and Confidential Information/Company Property Employee reaffirms and agrees to observe and abide by the terms of the Employment Agreement and the Confidentiality Agreement, specifically including the provisions therein regarding nondisclosure of the Company’s trade secrets and confidential and proprietary information, and the restrictive covenants contained therein. Employee’s signature below constitutes his certification under penalty of perjury that he has returned all documents and other items provided to Employee by the Company, developed or obtained by Employee in connection with his employment with the Company, or otherwise belonging to the Company.

  • Confidential Information and Trade Secrets The Participant and the Company agree that certain materials, including, but not limited to, information, data and other materials relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company and its Affiliates, constitute proprietary confidential information and trade secrets. Accordingly, the Participant will not at any time during or after the Participant’s employment with the Company (including any Affiliate) disclose or use for such Participant’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any of its Affiliates, any proprietary confidential information or trade secrets, provided that the foregoing shall not apply to information which is not unique to the Company or any of its Affiliates or which is generally known to the industry or the public other than as a result of such Participant’s breach of this covenant. The Participant agrees that upon termination of employment with the Company (including any Affiliate) for any reason, the Participant will immediately return to the Company all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, which in any way relate to the business of the Company and its Affiliates, except that the Participant may retain personal notes, notebooks and diaries. The Participant further agrees that the Participant will not retain or use for the Participant’s own account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of the Company or any of its Affiliates. Notwithstanding anything contained herein to the contrary, this Agreement shall not prohibit disclosure of proprietary confidential information if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and obligations as an employee or under this Agreement are at issue; provided, however, that you shall, to the extent practicable and lawful in any such event, give prior notice to the Company of your intent to disclose proprietary confidential information so as to allow the Company an opportunity (which you shall not oppose) to obtain such protective orders or similar relief with respect thereto as may be deemed appropriate. Notwithstanding the foregoing, nothing in this Agreement is intended to restrict, prohibit, impede or interfere with the Participant providing information to, or from reporting possible violations of law or regulation to, any governmental agency or entity, from participating in investigations, testifying in proceedings regarding the Company’s past or future conduct, or from making other disclosures that are protected under state or federal law or regulation, engaging in any future activities protected under statutes administered by any government agency (including but not limited, to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General), or from receiving and retaining a monetary award from a government-administered whistleblower award program for providing information directly to a government-administered whistleblower award program. The Participant does not need the prior authorization of the Company to make such reports or disclosures. The Participant is not required to notify the Company that he or she has made any such reports or disclosures. The Company nonetheless asserts, and does not waive, its attorney-client privilege over any information appropriately protected by the privilege.

  • Confidential Information The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

  • CONFIDENTIAL & PROPRIETARY INFORMATION The parties may provide technical information, documentation and expertise to each other that is either (1) marked as being confidential or, (2) if delivered in oral form is summarized in writing within 10 working days and identified as being confidential (“Confidential Information”). The receiving party shall for a period of five (5) years from the date of disclosure (i) hold the disclosing party’s Confidential Information in strict confidence, and (ii), except as previously authorized in writing by the disclosing party, not publish or disclose the disclosing party’s Confidential Information to anyone other than the receiving party’s employees on a need-to-know basis, and (iii) use the disclosing party’s Confidential Information solely for performance of this Contract. The foregoing requirement shall not apply to any portion of a party’s Confidential Information which (a) becomes publicly known through no wrongful act or omission on the part of the receiving party; (b) is already known to the receiving party at the time of the disclosure without similar nondisclosure obligations; (c) is rightfully received by the receiving party from a third party without similar nondisclosure obligations; (d) is approved for release by written authorization of the disclosing party; (e) is clearly demonstrated by the receiving party to have been independently developed by the receiving party without access to the disclosing party’s Confidential Information; or (f) is required to be disclosed by order of a court or governmental body or by applicable law, provided that the party intending to make such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedy.

  • Maintaining Confidential Information Executive reaffirms his obligations under the Confidentiality Agreement. Executive acknowledges and agrees that the payments provided in Section 3 above shall be subject to Executive’s continued compliance with Executive’s obligations under the Confidentiality Agreement.

  • Trade Secrets and Confidential Information The Executive represents and warrants that: (i) the Executive is not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive from performing the Executive’s Duties for the Company or otherwise complying with this Agreement, and (ii) the Executive is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. The Executive agrees that the Executive will not: (1) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (2) during the Executive’s employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by the Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3) upon the Executive’s resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in the Executive’s possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s written consent. The obligations under this subsection A shall: (I) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (II) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

  • Confidential and Proprietary Information 12.1 Contractor acknowledges that it and its employees or agents may, in the course of performing their responsibilities under this Agreement, be exposed to or acquire information that is confidential to County. Any and all information of any form obtained by Contractor or its employees or agents from County in the performance of this Agreement shall be deemed to be confidential information of County ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated with respect to confidentiality in the same manner as the Confidential Information. Confidential Information shall be deemed not to include information that (a) is or becomes (other than by disclosure by Contractor) publicly known or is contained in a publicly available document; (b) is rightfully in Contractor's possession without the obligation of nondisclosure prior to the time of its disclosure under this Agreement; or (c) is independently developed by employees or agents of Contractor who can be shown to have had no access to the Confidential Information.

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