Common use of Trade Secrets and Confidential Information Clause in Contracts

Trade Secrets and Confidential Information. Executive agrees that he shall, during the course of his employment and for a period of five (5) years thereafter, hold inviolate and keep secret all documents, materials, knowledge or other confidential business or technical information of any nature whatsoever disclosed to or developed by him or to which he had access as a result of his employment (hereinafter referred to as "Confidential Information"). Such Confidential Information shall include technical and business information, including, but not limited to, inventions, research and development, engineering, products, designs, manufacture, methods, systems, improvements, trade secrets, formulas, processes, marketing, merchandising, selling, licensing, servicing, customer lists, records or financial information, manuals or Company strategy concerning its business, strategy or policies. Executive agrees that all Confidential Information shall remain the sole and absolute property of the Company. During the course of his employment, Executive shall not use, disclose, disseminate, publish, reproduce or otherwise make available such Confidential Information to any person, firm, corporation or other entity, except for the purpose of conducting business on behalf of the Company. Following the Term, Executive shall not use, disclose, disseminate, publish, reproduce, or otherwise make available such Confidential Information to any person, firm, corporation, or other entity. Upon termination of his employment with the Company, Executive will leave with or deliver to the Company all records and any compositions, articles, devices, equipment and other items which disclose or embody Confidential Information including all copies or specimens thereof, whether prepared by his or by others. The foregoing restrictions on disclosure of Confidential Information shall apply so long as the information has not properly come into the public domain through no action of Executive.

Appears in 6 contracts

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

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Trade Secrets and Confidential Information. Executive The Company may disclose to Employee certain "Confidential Information" (defined below), including but not limited to "Trade Secrets" (defined below). Employee acknowledges and agrees that he shallthe Confidential Information is the sole and exclusive property of the Company (or a third party providing such information to the Company) and that the Company or such third party owns all worldwide rights therein under patent, during copyright, trade secret, confidential information, or other property right. Employee acknowledges and agrees that the course disclosure of his employment the Confidential Information to Employee does not confer upon Employee any license, interest or rights of any kind in or to the Confidential Information. Employee may use the Confidential Information solely for the benefit of the Company while Employee is employed or retained by the Company. Except in the performance of services for the Company, Employee will hold in confidence and will not use, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, directly or indirectly, in any form, by any means, or for any purpose, the Confidential Information or any portion thereof. Employee agrees to return to the Company, upon request by the Company, the Confidential Information and all materials relating thereto. Employee's obligations under this Agreement with regard to the Trade Secrets shall remain in effect for as long as such information shall remain a trade secret under applicable law. Employee acknowledges that its obligations with regard to the Confidential Information (other than Trade Secrets) shall remain in effect while Employee is employed or retained by the Company and for a period of five two (52) years thereafter. As used herein, hold inviolate and keep secret all documentsunless otherwise defined under applicable law, materials, knowledge or other confidential business or technical "Trade Secrets" means information of any nature whatsoever disclosed to the Company, its licensors, suppliers, customers, or developed by him prospective licensors or to which he had access as a result of his employment (hereinafter referred to as "Confidential Information"). Such Confidential Information shall include technical and business informationcustomers, including, but not limited to, inventionstechnical or nontechnical data, research and developmentformulas, engineeringpatterns, productscompilations, designsprograms, manufacturedevices, methods, systemstechniques, improvements, trade secrets, formulasdrawings, processes, marketingfinancial data, merchandisingfinancial plans, sellingproduct plans, licensingor a list of actual or potential customers or suppliers, servicingwhich (a) derives economic value, customer listsactual or potential, records from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or financial information, manuals or Company strategy concerning its business, strategy or policies. Executive agrees that all Confidential Information shall remain the sole and absolute property of the Company. During the course of his employment, Executive shall not use, discloseand (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. As used herein, disseminate, publish, reproduce or otherwise make available such Confidential Information to any person, firm, corporation or other entity, except for the purpose of conducting business on behalf of the Company. Following the Term, Executive shall not use, disclose, disseminate, publish, reproduce, or otherwise make available such Confidential Information to any person, firm, corporation, or other entity. Upon termination of his employment with the Company, Executive will leave with or deliver to the Company all records and any compositions, articles, devices, equipment and other items which disclose or embody Confidential Information including all copies or specimens thereof, whether prepared by his or by others. The foregoing restrictions on disclosure of Confidential Information shall apply so long as the information has not properly come into the public domain through no action of Executive."

Appears in 4 contracts

Samples: Executive Employment Agreement (By&c Management Inc), Executive Employment Agreement (By&c Management Inc), Executive Employment Agreement (By&c Management Inc)

Trade Secrets and Confidential Information. As a material inducement to the Company to enter into this Agreement and to pay Executive the compensation and benefits stated in Section 3, Executive covenants and agrees that during his employment by the Company and for a period equal to any period thereafter for which he shallreceives payments as contemplated in Section 4, during above, Executive shall not, directly or indirectly, use, disseminate, or disclose for any purposes other than for the course purposes of the Company's business, any of the Company's confidential information or trade secrets, unless such disclosure is compelled in a judicial proceeding. Upon termination of this employment, all documents, records, notebooks, and similar repositories of records containing information relating to any trade secrets or confidential information then in the Executive's possession or control, whether prepared by him or by others, shall be left with the Company or returned to the Company upon its request. This section shall not restrict the Executive from using his General Knowledge (the ideas, concepts, know-how and other industry information which is part of his employment common knowledge) from pursuit of livelihood subsequent to any termination of this Agreement. During the term of this Agreement and for a period of five one (5l) years thereafteryear following the termination of the Agreement, hold inviolate and keep secret all documents, materials, knowledge the Executive shall not pursue business opportunities with or other confidential business or technical information of any nature whatsoever disclosed to or developed by him or to which he had access serve as a result Consultant or member of his employment (hereinafter referred the staff in any capacity to any of the following firms: the Convergent Group, UGC Consulting, EMA, Xxxxxx Associates, firms generally known as "Confidential Information"). Such Confidential Information shall include technical data conversion firms" and business informationfirms specializing in geographic information system software products and any other companies with whom the Company or PlanGraphics has had a prime or subcontractor role during the prior year of employment, including, but not limited to, inventions, research and development, engineering, products, designs, manufacture, methods, systems, improvements, trade secrets, formulas, processes, marketing, merchandising, selling, licensing, servicing, customer lists, records or financial information, manuals or Company strategy concerning its business, strategy or policies. Executive agrees that all Confidential Information shall remain without the sole and absolute property prior written permission of the Company. For one year following termination of employment, the Executive confirms that he will not, without prior written consent, perform work that PlanGraphics holds in backlog or is pursing at the time of termination, whether by independent contract, through a competitor, or by direct employment with client or prospect. During the course period of his employmentConsulting Employment, the Executive shall be permitted to engage in any business practice so long as such business practice is not use, disclose, disseminate, publish, reproduce or otherwise make available such Confidential Information to any person, firm, corporation or other entity, except for the purpose of conducting business on behalf of in competition with the Company. Following The parties agree that the TermExecutive's performance of services for his own account, Executive his writing, teaching or consulting, his employment by any company other than a competitor and his employment by a government agency shall not use, disclose, disseminate, publish, reproduce, or otherwise make available such Confidential Information to any person, firm, corporation, or other entity. Upon termination of his employment be considered competition with the Company, . This covenant of non-disclosure has been negotiated and agreed to by and between the Company and Executive will leave with or deliver the full knowledge of and pursuant to the Company all records Colorado Trade Secrets Act and any compositions, articles, devices, equipment is deemed by both parties to be fair and other items which disclose or embody Confidential Information including all copies or specimens thereof, whether prepared by his or by others. The foregoing restrictions on disclosure of Confidential Information shall apply so long as the information has not properly come into the public domain through no action of Executivereasonable.

Appears in 2 contracts

Samples: Executive Employment Agreement (DCX Inc), Employment Agreement (DCX Inc)

Trade Secrets and Confidential Information. Executive agrees that he she shall, during the course of his her employment and for a period of five (5) years thereafter, hold inviolate and keep secret all documents, materials, knowledge or other confidential business or technical information of any nature whatsoever disclosed to or developed by him her or to which he she had access as a result of his employment (hereinafter referred to as "Confidential Information"). Such Confidential Information shall include technical and business information, including, but not limited to, inventions, research and development, engineering, products, designs, manufacture, methods, systems, improvements, trade secrets, formulas, processes, marketing, merchandising, selling, licensing, servicing, customer lists, records or financial information, manuals or Company Curative Holding strategy concerning its business, strategy or policies. Executive agrees that all Confidential Information shall remain the sole and absolute property of the Company. During the course of his her employment, Executive shall not use, disclose, disseminate, publish, reproduce or otherwise make available such Confidential Information to any person, firm, corporation or other entity, except for the purpose of conducting business on behalf of the Company. Following the Term, Executive shall not use, disclose, disseminate, publish, reproduce, reproduce or otherwise make available such Confidential Information to any person, firm, corporation, corporation or other entity. Upon termination of his her employment with the Company, Executive will leave with or deliver to the Company all records and any compositions, articles, devices, equipment and other items which disclose or embody Confidential Information including all copies or specimens thereof, whether prepared by his her or by others. The foregoing restrictions on disclosure of Confidential Information shall apply so long as the information has not properly come into the public domain through no action of Executive.

Appears in 1 contract

Samples: Employment Agreement (Curative Health Services Inc)

Trade Secrets and Confidential Information. Executive agrees that he shallshall not disclose or use at any time, either during the course of or after his employment and for a period hereunder (regardless of five how employment ends), any Confidential Information (5as defined below) years thereafterof which he becomes aware, hold inviolate and keep secret all documents, materials, knowledge whether or other confidential business or technical not any such information of any nature whatsoever disclosed to or is developed by him, except to the extent that such disclosure or use during employment is required or appropriate in the performance of the duties assigned to him by the Company or if Executive is required to which he had access as a result testify under subpoena or court order after Executive gives sufficient advance written notice of his employment (hereinafter referred such requirement to as "the Company so that it may seek to limit or otherwise protect such testimony from public disclosure. Executive shall follow all procedures established by the Company to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss or theft. “Confidential Information"). Such Confidential Information shall include technical ” means information that is not generally known or available to the public, which is used, developed or obtained by the Company and its affiliates, including ARMC, relating to its business informationand the businesses of its clients, vendors, agents, brokers or customers, including, but not limited to: business and marketing strategies; distribution channels; products or services; fees, inventionscosts and pricing structures; marketing information; advertising and pricing strategies; analyses; reports; computer software, research including operating systems, applications and development, engineering, products, designs, manufacture, program listings; flow charts; manuals and documentation; data bases; accounting and business methods; inventions and new developments and methods, systemswhether patentable or unpatentable and whether or not reduced to practice; all copyrightable works; information relating to the Company’s existing and prospective clients, improvementsvendors, agents, brokers or customers and their confidential information; existing and prospective client, vendor, agent, broker or customer lists and other data related thereto; information relating to the Company’s employees; all trade secretssecret information protected by the federal Economic Espionage Act of 1996, formulas, processes, marketing, merchandising, selling, licensing, servicing, customer lists, records or financial information, manuals or Company strategy concerning its business, strategy or policies18 U.S.C. §1831 et seq.; and all similar and related information in whatever form. Executive agrees that all Confidential Information shall remain the sole and absolute property of the Company. During the course of his employment, Executive shall not use, disclose, disseminate, publish, reproduce or otherwise make include any information that has been published in a form generally available such Confidential Information to any person, firm, corporation or other entity, except for the purpose of conducting business on behalf of the Company. Following the Term, Executive shall not use, disclose, disseminate, publish, reproduce, or otherwise make available such Confidential Information to any person, firm, corporation, or other entity. Upon termination of his employment with the Company, Executive will leave with or deliver to the Company all records and any compositions, articles, devices, equipment and other items which disclose or embody Confidential Information including all copies or specimens thereof, whether prepared by his or by others. The foregoing restrictions on disclosure of Confidential Information shall apply so long as the information has not properly come into the public domain (through no action wrong doing of ExecutiveExecutive or anyone else) prior to the date upon which Executive proposes to disclose such information.

Appears in 1 contract

Samples: Executive Retention Agreement (American Community Properties Trust)

Trade Secrets and Confidential Information. Executive agrees The Employee acknowledges that he shallthe Company’s business depends to a significant degree upon the possession of information which is not generally known to others, during and that the profitability of such business requires that this information remain proprietary to the Company. The Employee shall not, except as required in the course of his employment and for a period of five by the Company or by applicable law (5) years thereafter, hold inviolate and keep secret all documents, materials, knowledge or other confidential business or technical information provided that the Employee shall first give the Company reasonable advance written notice of any nature whatsoever disclosed subpoena), disclose or use during or subsequent to the course of employment, any trade secrets or developed confidential or proprietary information relating to the business of the Company of which the Employee becomes aware by him reason of being employed or to which he had the Employee gains access as during his or her employment by the Company and which has not been publicly disclosed (it being understood and agreed that trade secrets and confidential or proprietary information shall remain subject to this Section 2.4(e), and shall not be considered “publicly disclosed” for purposes of the preceding clause, if any public disclosure thereof results from a result breach by the Employee of his employment (hereinafter referred this provision, or a breach by the Employee or another person of some other contractual or legal obligation to as "Confidential Information"the Company). Nothing in this paragraph is intended to limit the Employee’s right or ability to communicate with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, or other federal, state or local agency, and such communication may be initiated by the Employee or in response to the government inquiry. Such Confidential Information shall include technical information includes, without limitation, lists of clients and prospective clients; contract terms and conditions; client information relating to services, insurance, benefits programs, employees, finances, and compensation; copyrighted materials; corporate, management and business information, including, but not limited to, inventions, plans and strategies; compensation and revenues; methods and strategies of marketing; market research and development, engineering, products, designs, manufacture, methods, systems, improvements, trade secrets, formulas, processes, marketing, merchandising, selling, licensing, servicing, customer lists, records or financial information, manuals or Company strategy concerning its business, strategy or policies. Executive agrees that all Confidential Information shall remain data; technical know-how; computer software and manuals; policies and procedures; and the sole and absolute property conduct of the affairs of the Company. During the course of his employment, Executive shall not use, disclose, disseminate, publish, reproduce All records and equipment and other materials constituting or otherwise make available such Confidential Information relating in any way to any persontrade secrets, firmconfidential or proprietary information, corporation or other entity, except for the purpose of conducting relating to clients or business on behalf of the Company. Following , and all other Company property, shall be and remain the Term, Executive sole property of the Company during and after the end of employment and shall not use, disclose, disseminate, publish, reproduce, or otherwise make available such Confidential Information to any person, firm, corporation, or other entity. Upon termination of his employment with the Company, Executive will leave with or deliver be returned to the Company all records and any compositions, articles, devices, equipment and other items which disclose by the Employee immediately upon its request or embody Confidential Information including all copies or specimens thereof, whether prepared by his or by others. The foregoing restrictions on disclosure of Confidential Information shall apply so long as the information has not properly come into the public domain through no action of ExecutiveEmployee’s Termination Date (whichever is earlier).

Appears in 1 contract

Samples: Cash Replacement Award Agreement (Alight Inc. / DE)

Trade Secrets and Confidential Information. Executive hereby agrees that he shallwill hold in a fiduciary capacity for the benefit of the Company, and shall not directly or indirectly use or disclose any Trade Secret, as defined hereinafter, that Executive may have acquired during the course term of his employment and by the Company for so long as such non-public information remains a period of five (5) years thereafter, hold inviolate and keep secret all documents, materials, knowledge or other confidential business or technical Trade Secret. The term "Trade Secret" as used in this Agreement shall mean non-public information of any nature whatsoever disclosed to or developed by him or to which he had access as a result of his employment (hereinafter referred to as "Confidential Information"). Such Confidential Information shall include technical and business information, including, but not limited to, inventionstechnical or non-technical data, research a formula, a pattern, a compilation, a program, a device, a method, a tech­nique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers which: derives economic value, actual or potential from not being generally known to, and developmentnot being readily ascertainable by proper means by, engineeringother persons who can obtain economic value from its disclosure or use; and is the subject of reasonable efforts by the Company to maintain its secrecy. In addition to the foregoing and not in limitation thereof, products, designs, manufacture, methods, systems, improvements, trade secrets, formulas, processes, marketing, merchandising, selling, licensing, servicing, customer lists, records or financial information, manuals or Company strategy concerning its business, strategy or policies. Executive agrees that all during the period of his employment by the Company and for a period of one (1) year thereafter, he will hold in a fiduciary capacity for the benefit of the Company and shall not directly or indirectly use or disclose, any Confi­dential or Proprietary Information, as defined hereinafter, that Executive may have acquired (whether or not developed or compiled by Executive and whether or not Executive was authorized to have access to such Information) during the term of, in the course of or as a result of his employment by the Company. The term "Confidential Information shall remain or Proprietary Information" as used in this Agree­ment means any secret, confidential or proprietary non-public information of the sole Company not otherwise included in the definition of "Trade Secret" above. The term "Confidential and absolute property Proprietary non-public Information" does not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right of the Company. During the course of his employment, Executive shall not use, disclose, disseminate, publish, reproduce or otherwise make available such Confidential Information to any person, firm, corporation or other entity, except for the purpose of conducting business on behalf of the Company. Following the Term, Executive shall not use, disclose, disseminate, publish, reproduce, or otherwise make available such Confidential Information to any person, firm, corporation, or other entity. Upon termination of his employment with the Company, Executive will leave with or deliver to the Company all records and any compositions, articles, devices, equipment and other items which disclose or embody Confidential Information including all copies or specimens thereof, whether prepared by his or by others. The foregoing restrictions on disclosure of Confidential Information shall apply so long as the information has not properly come into the public domain through no action of Executive.

Appears in 1 contract

Samples: Noncompetition Agreement (Summit Properties Inc)

Trade Secrets and Confidential Information. Executive agrees that he shall, during the course of his employment and for a period of five (5) years thereafter, hold inviolate and keep secret all documents, materials, knowledge or other confidential business or technical information of any nature whatsoever disclosed to or developed by him his or to which he had access as a result of his employment (hereinafter referred to as "Confidential Information"). Such Confidential Information shall include technical and business information, including, but not limited to, inventions, research and development, engineering, products, designs, manufacture, methods, systems, improvements, trade secrets, formulas, processes, marketing, merchandising, selling, licensing, servicing, customer lists, records or financial information, manuals or Company strategy concerning its business, strategy or policies. Executive agrees that all Confidential Information shall remain the sole and absolute property of the Company. During the course of his employment, Executive shall not use, disclose, disseminate, publish, reproduce or otherwise make available such Confidential Information to any person, firm, corporation or other entity, except for the purpose of conducting business on behalf of the Company. Following the Term, Executive shall not use, disclose, disseminate, publish, reproduce, reproduce or otherwise make available such Confidential Information to any person, firm, corporation, corporation or other entity. Upon termination of his employment with the Company, Executive will leave with or deliver to the Company all records and any compositions, articles, devices, equipment and other items which disclose or embody Confidential Information including all copies or specimens thereof, whether prepared by his or by others. The foregoing restrictions on disclosure of Confidential Information shall apply so long as the information has not properly come into the public domain through no action of Executive.

Appears in 1 contract

Samples: Employment Agreement (Curative Health Services Inc)

Trade Secrets and Confidential Information. Executive agrees that he she shall, during the course of his her employment and for a period of five (5) years thereafter, hold inviolate and keep secret all documents, materials, knowledge or other confidential business or technical information of any nature whatsoever disclosed to or developed by him her or to which he she had access as a result of his her employment (hereinafter referred to as "Confidential Information"). Such Confidential Information shall include technical and business information, including, but not limited limited, to, inventions, research and development, engineering, products, designs, manufacture, methods, systems, improvements, trade secrets, formulas, processes, marketing, merchandising, selling, licensing, servicing, customer lists, records or financial information, manuals or Company strategy concerning its business, strategy or policies. Executive agrees that all Confidential Information shall remain the sole and absolute property of the Company. During the course of his employment, Executive shall not use, disclose, disseminate, publish, reproduce or otherwise make available such Confidential Information to any person, firm, corporation or other entity, except for the purpose of conducting business on behalf of the Company. Following the Term, Executive shall not use, disclose, disseminate, publish, reproduce, or otherwise make available such Confidential Information to any person, firm, corporation, or other entity. Upon termination of his her employment with the Company, Executive will leave with or deliver to the Company all records and any compositions, articles, devices, equipment and other items which disclose or embody Confidential Information including all copies or items which disclose or embody Confidential Information including all copies or specimens thereof, whether prepared by his her or by others. The foregoing restrictions on disclosure of Confidential Information shall apply so long as the information has not properly come into the public domain through no action of Executive.

Appears in 1 contract

Samples: Mutual General Release (Curative Health Services Inc)

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Trade Secrets and Confidential Information. Executive agrees The Company and Employee acknowledge and agree that he shall, during the course term of his her employment and for a period with the Company, Employee will have access to certain confidential information relating to the business of five (5) years thereafter, hold inviolate and keep secret all documents, materials, knowledge or other confidential business or technical information of any nature whatsoever disclosed to or developed by him or to which he had access as a result of his employment (hereinafter referred to as "Confidential Information"). Such Confidential Information shall include technical and business informationthe Company, including, but not limited to, inventions, research corporate books and development, engineering, products, designs, manufacture, methods, systems, improvementsrecords, trade secrets, formulasknow-how, computer programs, marketing plans, financial information, personnel information, lists of vendors, consultants, customers and suppliers with which the Company does business or has engaged in negotiations, as well as to certain information pertaining to confidential or secret designs, processes, marketingformulae, merchandisingplans, sellingprocesses, licensingtechniques, servicingprocedures, customer listsmethods, records trademarks, patents, copyrights, devices or materials, if any, of the Company (or an affiliate thereof) (collectively, the "Confidential Information"), all of which are of extreme importance to the future financial informationsuccess of the Company because of the highly specialized nature of the Company' business. To ensure the continued secrecy of the Confidential Information, manuals or Company strategy concerning its business, strategy or policies. Executive Employee agrees that all she will not, during the term of her employment under this Agreement, or at any time thereafter, divulge, furnish or make accessible to anyone (other than in the ordinary course of business of the Company or any affiliate thereof), any knowledge or information with respect to any of the Confidential Information shall remain relating to the sole and absolute property business of the Company. During Upon the course of his employment, Executive shall not use, disclose, disseminate, publish, reproduce or otherwise make available such Confidential Information to any person, firm, corporation or other entity, except for the purpose of conducting business on behalf of the Company. Following the Term, Executive shall not use, disclose, disseminate, publish, reproduce, or otherwise make available such Confidential Information to any person, firm, corporation, or other entity. Upon termination of his Employee's employment with the Company, Executive will leave with or deliver Employee shall not take from the premises of the Company and shall return to the Company all records premises, if previously taken, any such Confidential Information and any compositionsrecords, articlesfiles or other documents, devices, equipment and other items which disclose or embody Confidential Information including all copies or specimens thereof, whether prepared by his relating to the business or by othersaffairs of the Company. The foregoing restrictions on obligations of this paragraph shall not apply to any (i) use or disclosure of Confidential Information shall apply so long as any information in the enforcement of Employee's rights hereunder; (ii) information has not properly come into the public domain that is now or later becomes publicly available through no action fault of ExecutiveEmployee; (iii) information obtained by Employee from a third party, other than in connection with Employee's employment by the Company, without any obligation of secrecy or confidentiality; (iv) information independently developed by Employee without reference to any Confidential Information; (v) any disclosure required by applicable law, provided that Employee shall use reasonable efforts to give advance notice to and cooperate with Company in connection with any such disclosure; and (vi) any disclosure with the consent of Company.

Appears in 1 contract

Samples: Employment Agreement (E Z Serve Corporation)

Trade Secrets and Confidential Information. Executive agrees that he she shall, during the course of his her employment and for a period of five (5) years thereafter, hold inviolate and keep secret all documents, materials, knowledge or other confidential business or technical information of any nature whatsoever disclosed to or developed by him her or to which he she had access as a result of his her employment (hereinafter referred to as "Confidential Information"). Such Confidential Information shall include technical and business information, including, but not limited to, inventions, research and development, engineering, products, designs, manufacture, methods, systems, improvements, trade secrets, formulas, processes, marketing, merchandising, selling, licensing, servicing, customer lists, records or financial information, manuals or Company strategy concerning its business, strategy or policies. Executive agrees that all Confidential Information shall remain the sole and absolute property of the Company. During the course of his her employment, Executive shall not use, disclose, disseminate, publish, reproduce or otherwise make available such Confidential Information to any person, firm, corporation or other entity, except for the purpose of conducting business on behalf of the Company. Following the Term, Executive shall not use, disclose, disseminate, publish, reproduce, or otherwise make available such Confidential Information to any person, firm, corporation, or other entity. Upon termination of his her employment with the Company, Executive will leave with or deliver to the Company all records and any compositions, articles, devices, equipment and other items which disclose or embody Confidential Information including all copies or specimens thereof, whether prepared by his her or by others. The foregoing restrictions on disclosure of Confidential Information shall apply so long as the information has not properly come into the public domain through no action of Executive.

Appears in 1 contract

Samples: Employment Agreement (Cytomedix Inc)

Trade Secrets and Confidential Information. Executive agrees that he shall, during the course of his employment and for a period of five (5) years thereafter, hold inviolate and keep secret all documents, materials, knowledge or other confidential business or technical information of any nature whatsoever disclosed to or developed by him or to which he had access as a result of his employment (hereinafter referred to as "Confidential Information"). Such Confidential Information shall include technical and business information, including, but not limited to, inventions, research and development, engineering, products, designs, manufacture, methods, systems, improvements, trade secrets, formulas, processes, marketing, merchandising, selling, licensing, servicing, customer lists, records or financial information, manuals or Company strategy concerning its business, strategy or policies. Executive agrees that all Confidential Information shall remain the sole and absolute property of the Company. During the course of his employment, Executive shall not use, disclose, disseminate, publish, reproduce or otherwise make available such Confidential Information to any person, firm, corporation or other entity, except for the purpose of conducting business on behalf of the Company. Following the Termtermination of his employment (for whatever reason), Executive shall not use, disclose, disseminate, publish, reproduce, reproduce or otherwise make available such Confidential Information to any person, firm, corporation, corporation or other entity. Upon termination of his employment with the Company, Executive will leave with or deliver to the Company all records and any compositions, articles, devices, equipment and other items which disclose or embody Confidential Information including all copies or specimens thereof, whether prepared by his him or by others. The foregoing restrictions on disclosure of Confidential Information shall apply so long as the information has not properly come into the public domain through no action of Executive.

Appears in 1 contract

Samples: Transition Agreement (Curative Health Services Inc)

Trade Secrets and Confidential Information. Executive agrees The Employee acknowledges that he shallthe Company’s business depends to a significant degree upon the possession of information which is not generally known to others, during and that the profitability of such business requires that this information remain proprietary to the Company. The Employee shall not, except as required in the course of his employment and for a period of five by the Company or by applicable law (5) years thereafter, hold inviolate and keep secret all documents, materials, knowledge or other confidential business or technical information provided that the Employee shall first give the Company reasonable advance written notice of any nature whatsoever disclosed subpoena), disclose or use during or subsequent to the course of employment, any trade secrets or developed confidential or proprietary information relating to the business of the Company of which the Employee becomes aware by him reason of being employed or to which he had the Employee gains access as during his or her employment by the Company and which has not been publicly disclosed (it being understood and agreed that trade secrets and confidential or proprietary information shall remain subject to this Section 2.4(e), and shall not be considered “publicly disclosed” for purposes of the preceding clause, if any public disclosure thereof results from a result breach by the Employee of his employment (hereinafter referred this provision, or a breach by the Employee or another person of some other contractual or legal obligation to as "Confidential Information"the Company). Nothing in this paragraph is intended to limit the Employee’s right or ability to communicate with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, or other federal, state or local agency, and such communication may be initiated by the Employee or in response to the government inquiry. Such Confidential Information shall include technical information includes, without limitation, lists of clients and prospective clients; contract terms and conditions; client information relating to services, insurance, benefits programs, employees, finances, and compensation; copyrighted materials; corporate, management and business information, including, but not limited to, inventions, plans and strategies; compensation and revenues; methods and strategies of marketing; market research and development, engineering, products, designs, manufacture, methods, systems, improvements, trade secrets, formulas, processes, marketing, merchandising, selling, licensing, servicing, customer lists, records or financial information, manuals or Company strategy concerning its business, strategy or policies. Executive agrees that all Confidential Information shall remain data; technical know-how; computer software and manuals; policies and procedures; and the sole and absolute property conduct of the affairs of the Company. During the course of his employment, Executive shall not use, disclose, disseminate, publish, reproduce All records and equipment and other materials constituting or otherwise make available such Confidential Information relating in any way to any persontrade secrets, firmconfidential or proprietary information, corporation or other entity, except for the purpose of conducting relating to clients or business on behalf of the Company. Following , and all other Company property, shall be and remain the Term, Executive sole property of the Company during and after the end of employment and shall not use, disclose, disseminate, publish, reproduce, or otherwise make available such Confidential Information to any person, firm, corporation, or other entity. Upon termination of his employment with the Company, Executive will leave with or deliver be returned to the Company all records by the Employee immediately upon its request or the Employee’s Termination Date (whichever is earlier). Privileged & Confidential 4 Alight Inc. has requested confidential treatment of this registration statement and any compositions, articles, devices, equipment associated correspondence pursuant to Rule 83 of the Securities and other items which disclose or embody Confidential Information including all copies or specimens thereof, whether prepared by his or by others. The foregoing restrictions on disclosure of Confidential Information shall apply so long as the information has not properly come into the public domain through no action of ExecutiveExchange Commission.

Appears in 1 contract

Samples: Cash Replacement Award Agreement (Alight Inc. / DE)

Trade Secrets and Confidential Information. Executive agrees that he shall, during the course of his employment and for a period of five (5) years thereafter, hold inviolate and keep secret all documents, materials, knowledge or other confidential business or technical information of any nature whatsoever disclosed to or developed by him or to which he had access as a result of his employment (hereinafter referred to as "Confidential Information"). Such Confidential Information shall include technical and business information, including, but not limited to, inventions, research and development, engineering, products, designs, manufacture, methods, systems, improvements, trade secrets, formulas, processes, marketing, merchandising, selling, licensing, servicing, customer lists, records or financial information, manuals or Company strategy concerning its business, strategy or policies. Executive agrees that all Confidential Information shall remain the sole and absolute property of the Company. During the course of his employment, Executive shall not use, disclose, disseminate, publish, reproduce or otherwise make available such Confidential Information to any person, firm, corporation or other entity, except for the purpose of conducting business on behalf of the Company. Following the Term, Executive shall not use, disclose, disseminate, publish, reproduce, reproduce or otherwise make available such Confidential Information to any person, firm, corporation, corporation or other entity. Upon termination of his employment with the Company, Executive will leave with or deliver to the Company all records and any compositions, articles, devices, equipment and other items which disclose or embody Confidential Information including all copies or specimens thereof, whether prepared by his him or by others. The foregoing restrictions on disclosure of Confidential Information shall apply so long as the information has not properly come into the public domain through no action of Executive.

Appears in 1 contract

Samples: Employment Agreement (Curative Health Services Inc)

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