Common use of Trade Secrets and Confidential Information Clause in Contracts

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.

Appears in 7 contracts

Samples: Employment Agreement (Home Federal Holdings CORP), Employment Agreement (Home Federal Holdings CORP), Employment Agreement (Home Federal Holdings CORP)

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Trade Secrets and Confidential Information. The Executive Employee represents and warrants that: (i) the Executive he is not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive him from performing the ExecutiveEmploy ee’s Duties for the Company or otherwise complying with this Agreement, and (ii) the Executive he is not subject to or in breach of any legal or contractual duty or non-disclosure agreement, including any agreement concerning trade secrets or confidential information owned by any other party. The Executive Employee agrees that the Executive he will not: (1i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business(as defined below), except as authorized in writing by the Company; (2ii) or during the Executive’s his 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 him during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3iii) upon the Executive’s his 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 his possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s consent. Notwithstanding the above, such information may be disclosed to authorized representatives of the US government in federal grant applications and to third parties in connection with licensing, financing and other commercial agreements, in each case to the extent the failure to provide such information would materially prejudice the Company’s ability to secure the grant or enter into the desired commercial relationship, and provided that in each case Employee uses his best efforts to cause the person(s) receiving such information to protect its confidentiality and limit its use, including securing a written consentconfidentiality agreement where possible. The obligations under this subsection A 15.a shall: (Ii) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (IIii) 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.

Appears in 6 contracts

Samples: Employment Agreement (Geovax Labs, Inc.), Employment Agreement (GeoVax Labs, Inc.), Employment Agreement (GeoVax Labs, Inc.)

Trade Secrets and Confidential Information. The Executive represents You represent and warrants warrant that: (i) the Executive is You are not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive You from performing the Executive’s Duties for the Company duties contemplated by this Agreement or otherwise complying with this Agreement, and (ii) the Executive is You are 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 You agree that the Executive You will not: (1i) 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; (2ii) during the Executive’s Your 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 You during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3iii) upon the Executive’s Your 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 Your 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 sub-section shall: (Ii) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (IIii) 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.

Appears in 6 contracts

Samples: Separation Pay Agreement (Lodgian Inc), Employment Agreement (Lodgian Inc), Employment Agreement (Lodgian Inc)

Trade Secrets and Confidential Information. The Executive represents You represent and warrants warrant that: (i) the Executive is You are not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive You from performing the Executive’s Duties for the Company duties contemplated by this Agreement or otherwise complying with this Agreement, and (ii) the Executive is You are 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 You agree that the Executive You will not: (1i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s 's Business, except as authorized in writing by the Company; (2ii) during the Executive’s Your 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 You during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3iii) upon the Executive’s Your 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 Your possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s 's written consent. The obligations under this subsection A Section 7D(1) shall: (Ii) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (IIii) 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.

Appears in 5 contracts

Samples: Employment Agreement (Lodgian Inc), Employment Agreement (Lodgian Inc), Employment Agreement (Lodgian Inc)

Trade Secrets and Confidential Information. The Executive represents You represent and warrants warrant that: (i) the Executive is You are not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive You from performing the Executive’s Duties Your duties for the Company or otherwise complying with this Agreement, and (ii) the Executive is You are not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other partyperson or entity. The Executive agrees You agree that the Executive You will not: (1i) 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; (2ii) during the Executive’s Your 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 You during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3iii) upon the Executive’s resignation or termination of Your employment for any reason (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in the Executive’s Your possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s prior written consent. The obligations under this subsection A Section 4A shall: (Ii) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (IIii) 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.

Appears in 4 contracts

Samples: Separation Pay Agreement (Connecture Inc), Separation Pay Agreement (Connecture Inc), Separation Pay Agreement (Connecture Inc)

Trade Secrets and Confidential Information. The Executive Employee represents and warrants that: (i) the Executive he is not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive him from performing the Executive’s Duties his duties for the Company Bank or otherwise complying with this Agreement, and (ii) the Executive he 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 Employee agrees that the Executive he will not: (1i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the CompanyBank’s Business, except as authorized in writing by the CompanyBank; (2ii) during the Executive’s his employment with the CompanyBank, 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 Employee during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3iii) upon the ExecutiveEmployee’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 ExecutiveEmployee’s possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the CompanyBank’s written consent. The obligations under this subsection A Section 7(a) shall: (Ii) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (IIii) 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 Bank 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.

Appears in 4 contracts

Samples: Change in Control Severance Agreement (CCF Holding Co), Control Severance Agreement (CCF Holding Co), Change in Control Severance Agreement (CCF Holding Co)

Trade Secrets and Confidential Information. The Executive Employee represents and warrants that: (i) the Executive she is not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive her from performing the Executive’s Duties her duties for the Company Bank or otherwise complying with this Agreement, and (ii) the Executive she 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 Employee agrees that the Executive she will not: (1i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the CompanyBank’s Business, except as authorized in writing by the CompanyBank; (2ii) during the Executive’s her employment with the CompanyBank, 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 Employee during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3iii) upon the ExecutiveEmployee’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 ExecutiveEmployee’s possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the CompanyBank’s written consent. The obligations under this subsection A Section 7(a) shall: (Ii) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (IIii) 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 Bank 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.

Appears in 3 contracts

Samples: Control Severance Agreement (CCF Holding Co), Change in Control Severance Agreement (CCF Holding Co), Change in Control Severance Agreement (CCF Holding Co)

Trade Secrets and Confidential Information. The Executive represents You represent and warrants warrant that: (i) the Executive is You are not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive You from performing the Executive’s Duties Your duties for the Company or otherwise complying with this Agreement, and (ii) the Executive is You are not subject to or in breach of any legal or contractual duty or non-disclosure agreement, including any agreement concerning trade secrets or confidential information owned by any other party, which relate to any information you may use in performing your duties for the Company or the observance of which would impair your ability to perform your duties for the Company. The Executive agrees You agree that the Executive You will not: (1i) use, disclose, disclose or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s BusinessInformation, except as authorized in writing by the Company; (2ii) during the Executive’s Your employment with the Company, use, disclose, use or reverse engineer disclose (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 You during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3iii) upon the Executive’s Your 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 Your possession or control, or (b) destroy, delete, delete or alter the Trade Secrets or Confidential Information without the Company’s written 's consent. The obligations under this subsection A Section 7A shall: (Ii) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (IIii) 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.

Appears in 3 contracts

Samples: Employment Agreement (Global Preferred Holdings Inc), Employment Agreement (Global Preferred Holdings Inc), Employment Agreement (Global Preferred Holdings Inc)

Trade Secrets and Confidential Information. The Executive Employee represents and warrants that: (i) the Executive he is not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive him from performing the ExecutiveEmployee’s Duties for the Company or otherwise complying with this Agreement, and (ii) the Executive he is not subject to or in breach of any legal or contractual duty or non-disclosure agreement, including any agreement concerning trade secrets or confidential information owned by any other party. The Executive Employee agrees that the Executive he will not: (1i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business(as defined below), except as authorized in writing by the Company; (2ii) or during the Executive’s his 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 him during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3iii) upon the Executive’s his 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 his possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s consent. Notwithstanding the above, such information may be disclosed to authorized representatives of the US government in federal grant applications and to third parties in connection with licensing, financing and other commercial agreements, in each case to the extent the failure to provide such information would materially prejudice the Company’s ability to secure the grant or enter into the desired commercial relationship, and provided that in each case Employee uses his best efforts to cause the person(s) receiving such information to protect its confidentiality and limit its use, including securing a written consentconfidentiality agreement where possible. The obligations under this subsection A 15.a shall: (Ii) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (IIii) 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.

Appears in 3 contracts

Samples: Employment Agreement (GeoVax Labs, Inc.), Employment Agreement (GeoVax Labs, Inc.), Employment Agreement (GeoVax Labs, Inc.)

Trade Secrets and Confidential Information. The Executive represents and warrants that: (i) the Executive he is not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive him from performing the Executive’s his Duties for the Company or otherwise complying with this Agreement, and (ii) the Executive he is not subject to or in breach of any legal or contractual duty or non-disclosure agreement, including any agreement concerning trade secrets or confidential information owned by any other party, that would adversely affect the performance of his Duties for the Company or otherwise adversely affect his compliance with this Agreement. The Executive agrees that the Executive he will not: (1i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s BusinessInformation, except as authorized in writing by the Company; (2ii) during the Executive’s employment with the Company, use, disclose, or reverse engineer (aA) any confidential information or trade secrets of any former employer or third party, or (bB) 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 (3iii) upon the Executive’s resignation or termination (aA) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in the Executive’s his possession or control, or (bB) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s written consent. The obligations under this subsection A shall: Section 9(a) shall remain in effect (Ii) with regard to the Trade Secrets, remain in effect for as long as the information constitutes a trade secret under applicable law, and (IIii) with regard to the Confidential Information, remain in effect during for a period of five (5) years from the Restricted PeriodTermination Date. The confidentialityAfter termination of Executive’s employment, property, and proprietary rights protections available nothing in this Agreement are will prohibit Executive from using his general skills, knowledge and experience developed in addition to, and not exclusive of, any and all other rights to which positions with the Company is entitled under federal and state lawor other employers, including, but provided that Executive does not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary dutiesuse Trade Secrets or Confidential Information of the Company or its customers or suppliers or retain any tangible copies of such Trade Secrets or Confidential Information or disclose such Trade Secrets or Confidential Information.

Appears in 2 contracts

Samples: Employment Agreement (WES Consulting, Inc.), Employment Agreement (WES Consulting, Inc.)

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 '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: (1i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s 's Business, except as authorized in writing by the Company; (2ii) during the Executive’s '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 (3iii) upon the Executive’s '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 's possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s 's written consent. The obligations under this subsection A shall: (Ii) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (IIii) 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.

Appears in 2 contracts

Samples: Executive Employment Agreement (Community Financial Holding Co Inc), Executive Employment Agreement (Community Financial Holding Co Inc)

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Trade Secrets and Confidential Information. The Executive represents You represent and warrants warrant that: (i) the Executive is You are not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive You from performing the Executive’s Duties for the Company duties contemplated by this Agreement or otherwise complying with this Agreement, and (ii) the Executive is You are 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 You agree that the Executive You will not: (1i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Businessbusiness of the Company Party’s, except as authorized in writing by the CompanyCompanies; (2ii) during the Executive’s Your employment with the CompanyCompanies, 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 You during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3iii) upon the Executive’s Your 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 Your possession, custody or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s Companies’ 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 Parties are 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.

Appears in 1 contract

Samples: Executive Employment Agreement (Priority Technology Holdings, Inc.)

Trade Secrets and Confidential Information. The Executive Employee represents and warrants that: (i) the Executive he is not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive him from performing the Executive’s Duties his duties for the Company Bank or otherwise complying with this Agreement, and (ii) the Executive he 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 Employee agrees that the Executive he will not: (1i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the CompanyBank’s Business, except as authorized in writing by the CompanyBank; (2ii) during the Executive’s his employment with the CompanyBank, use, disclose, or reverse engineer (aA) any confidential information or trade secrets of any former employer or third party, or (bB) any works of authorship developed in whole or in part by the Executive Employee during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3iii) upon the ExecutiveEmployee’s resignation or termination (aA) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in the ExecutiveEmployee’s possession or control, or (bB) destroy, delete, or alter the Trade Secrets or Confidential Information without the CompanyBank’s written consent. The obligations under this subsection A Section 8(a) shall: (Ii) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (IIii) with regard to the 1 All capitalized terms contained in this Section 8 are defined in sub-section 8(e). 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 Bank 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.

Appears in 1 contract

Samples: Change in Control Severance Agreement (CCF Holding Co)

Trade Secrets and Confidential Information. The Executive represents and warrants that: (i) the Executive he is not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive him from performing the Executive’s Duties for the Company duties contemplated by this Agreement or otherwise complying with this Agreement, and (ii) the Executive he 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 further agrees that the Executive he will not: (1i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s 's Business, except as authorized in writing by the Company; (2ii) during the Executive’s his 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 (3iii) upon the Executive’s '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 's possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s 's written consent. The obligations under this subsection A Section 4.3 shall: (Ii) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (IIii) 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.

Appears in 1 contract

Samples: Change of Control Agreement (Witness Systems Inc)

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 '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: (1i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s 's Business, except as authorized in writing by the Company; (2ii) during the Executive’s '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 (3iii) upon the Executive’s '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 's possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s 's written consent. The obligations under this subsection A shall: (Ii) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (IIii) 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.

Appears in 1 contract

Samples: Executive Employment Agreement (Hometown Community Bancshares, Inc.)

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 '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: (1i) use, disclose, or reverse engineer the Trade Executive Employment Agreement Secrets or the Confidential Information for any purpose other than the Company’s 's Business, except as authorized in writing by the Company; (2ii) during the Executive’s '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 (3iii) upon the Executive’s '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 's possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s 's written consent. The obligations under this subsection A shall: (Ii) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (IIii) 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.

Appears in 1 contract

Samples: Employment Agreement (Community Financial Holding Co Inc)

Trade Secrets and Confidential Information. The Executive represents You represent and warrants warrant that: (i) the Executive is You are not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive You from performing the Executive’s Duties for the Company duties contemplated by this Agreement or otherwise complying with this Agreement, and (ii) the Executive is You are 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 You agree that the Executive You will not: (1i) 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; (2ii) during the Executive’s Your 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 You during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3iii) upon the Executive’s Your 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 Your 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 Section 6D(1) shall: (Ii) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (IIii) 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.

Appears in 1 contract

Samples: Employment Agreement (Lodgian Inc)

Trade Secrets and Confidential Information. The Executive represents You represent and warrants warrant that: (i) the Executive is You are not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive You from performing the Executive’s Duties for the Company duties contemplated by this Agreement or otherwise complying with this Agreement, and (ii) the Executive is You are 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 You agree that the Executive You will not: (1i) 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; (2ii) during the Executive’s Your 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 You during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3iii) upon the Executive’s Your 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 Your 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 Section 7D(1) shall: (Ii) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (IIii) 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.

Appears in 1 contract

Samples: Employment Agreement (Lodgian Inc)

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