Common use of Proprietary Information Defined Clause in Contracts

Proprietary Information Defined. I understand that the reference to "Proprietary Information" in this Agreement means all information and any idea in whatever form, tangible or intangible, whether disclosed to or learned or developed by me, pertaining in any manner to the business of any of the Companies (or any affiliate of any of them that might be formed) or to any of the Companies' clients, consultants, or business associates unless: (i) the information is or becomes publicly known through lawful means; (ii) the information was rightfully in my possession or part of my general knowledge prior to my employment by the Company; or (iii) the information is disclosed to me without confidential or proprietary restriction by a third party who rightfully possesses the information (without confidential or proprietary restriction) and did not learn of it, directly or indirectly, from any of the Companies. I further understand that the Companies consider the following information to be included, without limitation, in the definition of Proprietary Information: (w) formulas, computer programs, teaching techniques, processes, trade secrets, electronic codes, proprietary techniques, inventions, improvements, and research projects; (x) information about costs, profits, markets, sales, and lists of customers; (y) plans for future development and new product concepts; and (z) all documents, books, papers, drawings, models, sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been or will be given to me by any of the Companies (or any affiliate of any of them that might be formed), as well as written or verbal instructions or comments.

Appears in 2 contracts

Samples: Employment Agreement (Tenfold Corp /Ut), Indemnification Agreement (Tenfold Corp /Ut)

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Proprietary Information Defined. I understand that the reference to term "Proprietary Information" in this Agreement means all information and any idea in whatever form, tangible or intangible, whether disclosed to or to, learned by or developed by me, pertaining in any manner to the business of any of the Companies (or any affiliate of any of them that might be formed) Company or to any of the Companies' clientsCompany's affiliates, consultants, or business associates unless: associates, unless (i) the information is or becomes publicly known through lawful means; (ii) the information was rightfully in my possession or part of my general knowledge prior to my employment by the Company; or (iii) the information is disclosed to me without confidential or proprietary restriction by a third party who rightfully possesses the information (without confidential or proprietary restriction) and did not learn of it, directly or indirectly, from any of the CompaniesCompany. I further understand that the Companies consider the following this definition includes information to be includedor ideas in any form, tangible or intangible, including without limitation, in the definition of Proprietary Information: (w) formulas, computer programs, teaching techniques, processes, trade secrets, electronic codes, proprietary techniques, inventions, improvements, and research projects; (x) information about costs, profits, markets, sales, and lists of customers; (y) plans for future development and new product concepts; and (z) all documents, books, papers, drawings, models, sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been or will be given to me by any of the Companies Company (or any affiliate of any of them that might be formedit), as well as written or verbal instructions or comments. I further understand that the Company considers the following information to be included, without limitation, in the definition of Proprietary Information: (A) schematics, techniques, employee suggestions, development tools and processes, computer printouts, computer programs, design drawings and manuals, electronic codes, formulas and improvements; (B) information about costs, profits, markets, sales, customers, potential customers targeted by the Company and bids; (C) plans for future development and new product concepts, business marketing plans; and (D) corporate organization, personnel files, salary ranges and information about the compensation, equity and benefits provided to other employees.

Appears in 1 contract

Samples: Employment Agreement (Bea Systems Inc)

Proprietary Information Defined. I understand that the reference to "term “Proprietary Information" in this Agreement means all information and any idea in whatever form, tangible or intangible, whether disclosed to or learned or developed by me, pertaining in any manner to the business of any of the Companies Company (or any affiliate of any of them it that might be formed) or to any of the Companies' clientsCompany’s customers, consultants, or business associates or employees unless: (i) the information is or becomes publicly known through lawful means; (ii) the information was rightfully in my possession or part of my general knowledge prior to my employment by the CompanyCompany as specifically identified and disclosed by me in Exhibit “A”; or (iii) the information is disclosed to me without confidential or proprietary restriction by a third party who rightfully possesses the information (without confidential or proprietary restriction) and who did not learn of it, it directly or indirectly, from any of the CompaniesCompany. I further understand that the Companies consider the following information to be included, without limitation, is included in the definition of Proprietary Information: (wi) formulasall client/customer lists and all lists or other compilations containing client, computer programscustomer or vendor information; (ii) information about products, teaching proposed products, research, product development, techniques, processes, trade secrets, electronic codes, proprietary techniques, inventions, improvements, and research projects; (x) information about costs, profits, markets, salesmarketing plans, strategies, forecasts, sales and lists of customerscommissions; (yiii) plans for the future development and new product concepts; and (ziv) all manufacturing techniques or processes, documents, books, papers, drawings, models, sketches, computer programs, databases , and other data of any kind and description, including electronic data recorded or retrieved by any means, ; (v) the compensation and terms of employment of other employees; (vi) all other information that have has been or will be given to me in confidence by any of the Companies Company (or any affiliate of any of them it that might be formed); and (vii) software in various stages of development, as well as written or verbal instructions or comments.designs, drawings, specifications, techniques, models, data,

Appears in 1 contract

Samples: Retention Agreement (Active Network Inc)

Proprietary Information Defined. I understand that the reference to "Proprietary Information" in this Agreement means all information and any idea in whatever form, tangible or intangible, whether disclosed to or learned or developed by me, pertaining in any manner to the business of any of the Companies Company (or any affiliate of any of them it that might be formed) or to any of the Companies' Company's clients, consultants, or business associates unless: (i) the information is or becomes publicly known through lawful means; (ii) the information was rightfully in my possession or part of my general knowledge prior to my employment by the Company; or (iii) the information is disclosed to me without confidential or proprietary restriction by a third party who rightfully possesses the information (without confidential or proprietary restriction) and did not learn of it, directly or indirectly, from any of the CompaniesCompany. I further understand that the Companies consider Company considers the following information to be included, without limitation, in the definition of Proprietary Information: (w) formulas, computer programs, teaching techniques, processes, trade secrets, electronic codes, proprietary techniques, inventions, improvements, and research projects; (x) information about costs, profits, markets, sales, and lists of customers; (y) plans for future development and new product concepts; and (z) all documents, books, papers, drawings, models, sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been or will be given to me by any of the Companies Company (or any affiliate of any of them it that might be formed), as well as written or verbal instructions or comments.

Appears in 1 contract

Samples: Employment Agreement (Tenfold Corp /Ut)

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Proprietary Information Defined. I understand that the reference to "Proprietary Information" in this Agreement means all information and any idea in whatever form, form tangible or intangible, whether disclosed to or learned or developed by me, pertaining in any manner to the business of any of the Companies Company (or any affiliate of any of them it that might be formed) or to any of the Companies' Company's clients, consultants, or business associates unless: (i) the information is or becomes publicly known through lawful means; (ii) the information was rightfully in my possession or part of my general knowledge prior to my employment by the Company; or (iii) the information is disclosed to me without confidential or proprietary restriction by a third party who rightfully possesses the information (without confidential or proprietary restriction) and did not learn of it, directly or indirectly, from any of the CompaniesCompany. I further understand that the Companies consider Company considers the following information to be included, without limitation, in the definition of Proprietary Information: (w) formulas, computer programs, teaching techniques, processes, trade secrets, electronic codes, proprietary techniques, inventions, improvements, and research projects; (x) information about costs, profits, markets, sales, and lists of customers; (y) plans for future development and new product concepts; and (z) all documents, books, papers, drawings, models, sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been or will be given to me by any of the Companies Company (or any affiliate of any of them it that might be formed), as well as written or verbal instructions or comments.

Appears in 1 contract

Samples: Resignation Agreement (Tenfold Corp /Ut)

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