Common use of Trade Secrets; Return of Documents and Property Clause in Contracts

Trade Secrets; Return of Documents and Property. (a) Executive acknowledges that during the course of his employment he will receive secret, confidential and proprietary information ("Trade Secrets") of Ascent and of other companies with which Ascent does business on a confidential basis and that Executive will create and develop Trade Secrets for the benefit of Ascent. Trade Secrets shall include, without limitation, (a) literary, dramatic or other works, screenplays, stories, adaptations, scripts, treatments, formats, "bibles," scenarios, characters, titles of any kind and any rights therein, custom databases, "know-how," formulae, secret processes or machines, inventions, computer programs (including documentation of such programs) (collectively, "Technical Trade Secrets"), and (b) matters of a business nature, such as customer data and proprietary information about costs, profits, markets and sales, customer databases, and other information of a similar nature to the extent not available to the public, and plans for future development (collectively, "Business Trade Secrets"). All Trade Secrets disclosed to or created by Executive shall be deemed to be the exclusive property of Ascent (as the context may require). Executive acknowledges that Trade Secrets have economic value to Ascent due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of Ascent and its subsidiaries. Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by Executive during the term of this Agreement except (i) when Executive is required to use or disclose any Trade Secret in the proper course of the Executive's rendition of services to Ascent hereunder, (ii) when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when Executive is required to disclose any Trade Secret pursuant to any valid court order in which the Executive is compelled to disclose such Trade Secret. The Executive shall notify Ascent immediately of any such court order in order to enable Ascent to contest such order's validity. For a period of two (2) years after termination of the Employment Period for all Business Trade Secrets and for a period of five (5) years after termination of the Employment Period for all Technical Trade Secrets, the Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge or is generally known in the entertainment or sports industry among executives comparable to the Executive other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid court order, in which case the Executive shall notify Ascent immediately of any such court order in order to enable Ascent to contest such order's validity.

Appears in 4 contracts

Samples: Employment Agreement (Ascent Entertainment Group Inc), Amended And (Ascent Entertainment Group Inc), Employment Agreement (Ascent Entertainment Group Inc)

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Trade Secrets; Return of Documents and Property. (a) The Executive acknowledges that during the course of his employment he will receive secret, confidential and proprietary information ("Trade Secrets") of Ascent COMSAT and of other companies with which Ascent COMSAT does business on a confidential basis and that the Executive will create and develop Trade Secrets for the benefit of AscentCOMSAT. Trade Secrets shall include, without limitation, (a) literarymatters of a technical nature, dramatic or other works, screenplays, stories, adaptations, scripts, treatments, formats, "bibles," scenarios, characters, titles of any kind such as scientific and any rights therein, custom databasesengineering secrets, "know-how," formulae, secret processes or machines, inventions, inventions and computer programs (including documentation of such programs) (collectively, "Technical Trade Secrets"), and (b) matters of a business nature, such as customer data and proprietary information about costs, profits, markets markets, sales and sales, customer databases, and other information of a similar nature to the extent not available to the public, and plans for future development (collectively, "Business Trade Secrets")development. All Trade Secrets disclosed to or created by the Executive shall be deemed to be the exclusive property of Ascent (as the context may require)COMSAT. The Executive acknowledges that Trade Secrets have economic value to Ascent COMSAT due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of Ascent COMSAT and its subsidiaries. The Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by the Executive during the term of this Agreement except (i) when the Executive is required to use uses or disclose discloses any Trade Secret in the proper course of the Executive's rendition of services to Ascent COMSAT hereunder, (ii) when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when the Executive is required to disclose any Trade Secret pursuant to any valid court order in which the Executive is compelled to disclose such Trade Secretlegal process. The Executive shall notify Ascent COMSAT immediately of any such court order legal process in order to enable Ascent COMSAT to contest such orderlegal process's validity. For a period of two (2) years after After termination of the Employment Period for all Business Trade Secrets and for a period of five (5) years after termination of the Employment Period for all Technical Trade Secretsthis Agreement, the Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge or is generally known in the entertainment or sports industry among executives comparable to the Executive other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid court orderlegal process, in which case the Executive shall notify Ascent COMSAT immediately of any such court order legal process in order to enable Ascent COMSAT to contest such orderlegal process's validity.

Appears in 4 contracts

Samples: Employment Agreement (Comsat Corp), Employment Agreement (Comsat Corp), Employment Agreement (Comsat Corp)

Trade Secrets; Return of Documents and Property. (a) Executive acknowledges that during the course of his her employment he she will receive secret, confidential and proprietary information ("Trade Secrets") of Ascent COMSAT and of other companies with which Ascent COMSAT does business on a confidential basis and that Executive will create and develop Trade Secrets for the benefit of AscentCOMSAT. Trade Secrets shall include, without limitation, (a) literarymatters of a technical nature, dramatic or other works, screenplays, stories, adaptations, scripts, treatments, formats, "bibles," scenarios, characters, titles of any kind such as scientific and any rights therein, custom databasesengineering secrets, "know-how," formulae, secret processes or machines, inventions, inventions and computer programs (including documentation of such programs) (collectively, "Technical Trade Secrets"), and (b) matters of a business nature, such as customer data and proprietary information about costs, profits, markets markets, sales and sales, customer databases, and other information of a similar nature to the extent not available to the public, and plans for future development (collectively, "Business Trade Secrets")development. All Trade Secrets disclosed to or created by Executive shall be deemed to be the exclusive property of Ascent COMSAT (as the context may require). Executive acknowledges that Trade Secrets have economic value to Ascent COMSAT due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of Ascent COMSAT and its subsidiaries. Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by Executive during the term of this Agreement except (i) when Executive is required to use uses or disclose discloses any Trade Secret in the proper course of the Executive's rendition of services to Ascent COMSAT hereunder, (ii) when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when Executive is required to disclose any Trade Secret pursuant to any valid court order in which the Executive is compelled to disclose such Trade Secretlegal process. The Executive shall notify Ascent COMSAT immediately of any such court order legal process in order to enable Ascent COMSAT to contest such orderlegal process's validity. For a period of two (2) years after After termination of the Employment Period for all Business Trade Secrets and for a period of five (5) years after termination of the Employment Period for all Technical Trade Secretsthis Agreement, the Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge or is generally known in the entertainment or sports industry among executives comparable to the Executive other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid court orderlegal process, in which case the Executive shall notify Ascent COMSAT immediately of any such court order legal process in order to enable Ascent COMSAT to contest such orderlegal process's validity.

Appears in 2 contracts

Samples: Employment Agreement (Comsat Corp), Employment Agreement (Comsat Corp)

Trade Secrets; Return of Documents and Property. (a) The Executive acknowledges that during the course of his employment he will receive secret, confidential and proprietary information ("Trade Secrets") of Ascent COMSAT and of other companies with which Ascent COMSAT does business on a confidential basis and that the Executive will create and develop Trade Secrets for the benefit of AscentCOMSAT. Trade Secrets shall include, without limitation, (a) literarymatters of a technical nature, dramatic or other works, screenplays, stories, adaptations, scripts, treatments, formats, "bibles," scenarios, characters, titles of any kind such as scientific and any rights therein, custom databasesengineering secrets, "know-how," formulae, secret processes or machines, inventions, inventions and computer programs (including documentation of such programs) (collectively, "Technical Trade Secrets"), and (b) matters of a business nature, such as customer data and proprietary information about costs, profits, markets markets, sales and sales, customer databases, and other information of a similar nature to the extent not available to the public, and plans for future development (collectively, "Business Trade Secrets")development. All Trade Secrets disclosed to or created by the Executive shall be deemed to be the exclusive property of Ascent (as the context may require)COMSAT. The Executive acknowledges that Trade Secrets have economic value to Ascent COMSAT due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of Ascent COMSAT and its subsidiaries. The Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by the Executive during the term of this Agreement except (i) when the Executive is required to use or disclose uses o discloses any Trade Secret in the proper course of the Executive's rendition of services to Ascent COMSAT hereunder, (ii) when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when the Executive is required to disclose any Trade Secret pursuant to any valid court order in which the Executive is compelled to disclose such Trade Secretlegal process. The Executive shall notify Ascent COMSAT immediately of any such court order legal process in order to enable Ascent COMSAT to contest such orderlegal process's validity. For a period of two (2) years after After termination of the Employment Period for all Business Trade Secrets and for a period of five (5) years after termination of the Employment Period for all Technical Trade Secretsthis Agreement, the Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge or is generally known in the entertainment or sports industry among executives comparable to the Executive other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid court orderlegal process, in which case the Executive shall notify Ascent COMSAT immediately of any such court order legal process in order to enable Ascent COMSAT to contest such orderlegal process's validity.

Appears in 2 contracts

Samples: Employment Agreement (Comsat Corp), Amended And (Comsat Corp)

Trade Secrets; Return of Documents and Property. (a) Executive acknowledges that during the course of his her employment he she will receive secret, confidential and proprietary information ("Trade Secrets") of Ascent COMSAT and of other companies with which Ascent COMSAT does business on a confidential basis and that Executive will create and develop Trade Secrets for the benefit of AscentCOMSAT. Trade Secrets shall include, without limitation, (a) literarymatters of a technical nature, dramatic or other works, screenplays, stories, adaptations, scripts, treatments, formats, "bibles," scenarios, characters, titles of any kind such as scientific and any rights therein, custom databasesengineering secrets, "know-how," formulae, secret processes processe or machines, inventions, inventions and computer programs (including documentation of such programs) (collectively, "Technical Trade Secrets"), and (b) matters of a business nature, such as customer data and proprietary information about costs, profits, markets markets, sales and sales, customer databases, and other information of a similar nature to the extent not available to the public, and plans for future development (collectively, "Business Trade Secrets")development. All Trade Secrets disclosed to or created by Executive shall be deemed to be the exclusive property of Ascent COMSAT (as the context may require). Executive acknowledges that Trade Secrets have economic value to Ascent COMSAT due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of Ascent COMSAT and its subsidiaries. Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by Executive during the term of this Agreement except (i) when Executive is required to use uses or disclose discloses any Trade Secret in the proper course of the Executive's rendition of services to Ascent COMSAT hereunder, (ii) when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when Executive is required to disclose any Trade Secret pursuant to any valid court order in which the Executive is compelled to disclose such Trade Secretlegal process. The Executive shall notify Ascent COMSAT immediately of any such court order legal process in order to enable Ascent COMSAT to contest such orderlegal process's validity. For a period of two (2) years after After termination of the Employment Period for all Business Trade Secrets and for a period of five (5) years after termination of the Employment Period for all Technical Trade Secretsthis Agreement, the Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge or is generally known in the entertainment or sports industry among executives comparable to the Executive other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid court orderlegal process, in which case the Executive shall notify Ascent COMSAT immediately of any such court order legal process in order to enable Ascent COMSAT to contest such orderlegal process's validity.

Appears in 1 contract

Samples: Amended And (Comsat Corp)

Trade Secrets; Return of Documents and Property. (a) Executive acknowledges that during the course of his employment engagement he has received, and will receive continue to receive, secret, confidential and proprietary information ("Trade Secrets") of Ascent Occidental and of other companies with which Ascent Occidental does business on a confidential basis and that Executive will create and develop Trade Secrets for the benefit of AscentOccidental. Trade Secrets shall include, without limitation, (a) literary, dramatic or other works, screenplays, stories, adaptations, scripts, treatments, formats, "bibles," scenarios, characters, titles of any kind and any rights therein, custom databases, "know-how," formulae, secret processes or machines, inventions, computer programs (including documentation of such programs) (collectively, "Technical Trade Secrets"), and (b) matters of a business nature, such as customer data and proprietary information about costs, profits, markets and sales, customer databases, and other information of a similar nature to the extent not available to the public, and plans for future development (collectively, "Business Trade Secrets")development. All Trade Secrets disclosed to or created by the Executive shall be deemed to be the exclusive property of Ascent (as the context may require)Occidental. The Executive acknowledges that Trade Secrets have economic value to Ascent Occidental due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of Ascent Occidental and its subsidiaries. The Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by the Executive during the term of this Agreement his engagement by Occidental except (i) when the Executive is required to use or disclose any Trade Secret in the proper course of the Executive's rendition of services to Ascent Occidental hereunder, (ii) when such Trade Secret becomes public knowledge or is generally known in the industry among executives comparable to the Executive other than through a breach of this Agreement, or (iii) when the Executive is required to disclose any Trade Secret pursuant to any valid court order in which the Executive is compelled to disclose such Trade Secret. The Executive shall notify Ascent Occidental immediately of any such court order in order to enable Ascent Occidental to contest such order's validity. For a period of two (2) years after termination of or the Employment Period for all Business Trade Secrets and for a period of five (5) years after termination of the Employment Period for all Technical Trade SecretsServices Period, the Executive shall not use or otherwise disclose Trade Secrets unless such information (xi) becomes public knowledge or is generally known in the entertainment or sports industry within Occidental’s business sector among executives comparable to the Executive other than through a breach of this Agreement, (yii) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (ziii) is required to be disclosed pursuant to any valid court order, in which case the Executive shall notify Ascent Occidental immediately of any such court order in order to enable Ascent Occidental to contest such order's validity.

Appears in 1 contract

Samples: Consulting Agreement (Occidental Development Group, Inc.)

Trade Secrets; Return of Documents and Property. (a) Executive acknowledges that during the course of his employment he will receive secret, confidential and proprietary information ("Trade Secrets") of Ascent and of other companies with which Ascent does business on a confidential basis and that Executive will create and develop Trade Secrets for the benefit of Ascent. Trade Secrets shall include, without limitation, (a) literary, dramatic or other works, screenplays, stories, adaptations, scripts, treatments, formats, "bibles," scenarios, characters, titles of any kind and any rights therein, custom databases, "know-how," formulae, secret processes or machines, inventions, computer programs (including documentation of such programs) (collectively, "Technical Trade Secrets"), and (b) matters of a business nature, such as customer data and proprietary information about costs, profits, markets and sales, customer databases, and other information of a similar nature to the extent not available to the public, and plans for future development (collectively, "Business Trade Secrets"). All Trade Secrets disclosed to or created by Executive shall be deemed to be the exclusive property of Ascent (as the context may require). Executive acknowledges that Trade Secrets have economic value to Ascent due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of Ascent and its subsidiaries. Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by Executive during the term of this Agreement except (i) when i)when Executive is required to use or disclose any Trade Secret in the proper course of the Executive's rendition of services to Ascent hereunder, (ii) when ii)when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when Executive is required to disclose any Trade Secret pursuant to any valid court order in which the Executive is compelled to disclose such Trade Secret. The Executive shall notify Ascent immediately of any such court order in order to enable Ascent to contest such order's validity. For a period of two (2) years after termination of the Employment Period for all Business Trade Secrets and for a period of five (5) years after termination of the Employment Period for all Technical Trade Secrets, the Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge or is generally known in the entertainment or sports industry among executives comparable to the Executive other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid court order, in which case the Executive shall notify Ascent immediately of any such court order in order to enable Ascent to contest such order's validity.

Appears in 1 contract

Samples: Employment Agreement (Comsat Corp)

Trade Secrets; Return of Documents and Property. (a) Executive acknowledges that during the course of his employment he will receive secret, confidential and proprietary information ("Trade Secrets") of Ascent NEWCO and of other companies with which Ascent NEWCO does business on a confidential basis and that Executive will create and develop Trade Secrets for the benefit of AscentNEWCO. Trade Secrets shall include, without limitation, (a) literary, dramatic or other works, screenplays, stories, adaptations, scripts, treatments, formats, "bibles," scenarios, characters, titles of any kind and any rights therein, custom databases, "know-how," formulae, secret processes or machines, inventions, computer programs (including documentation of such programs) (collectively, "Technical Trade Secrets"), ) and (b) matters of a business nature, such as customer data and proprietary information about costs, profits, markets and sales, customer databases, and other information of a similar nature to the extent not available to the public, and plans for future development (collectively, "Business Trade Secrets"). All Trade Secrets disclosed to or created by Executive shall be deemed to be the exclusive property of Ascent NEWCO (as the context may require). Executive acknowledges that Trade Secrets have economic value to Ascent NEWCO due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of Ascent NEWCO and its subsidiaries. During the Employment Period, Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by Executive during the term of this Agreement the Employment Period except (i) when Executive is required to use or disclose any Trade Secret in the proper course of the Executive's rendition of services to Ascent NEWCO hereunder, (ii) when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when Executive is required to disclose any Trade Secret pursuant to any valid court order in which the Executive is compelled to disclose such Trade Secret. The Executive shall notify Ascent NEWCO immediately of any such court order in order to enable Ascent NEWCO to contest such order's validity. For a period of two (2) years after termination of the Employment Period for all Business Trade Secrets and for a period of five (5) years after termination of the Employment Period for all Technical Trade Secrets, the Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge or is generally known in the entertainment or sports any industry in which NEWCO conducts business among executives comparable to the Executive other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid court order, in which case the Executive shall notify Ascent NEWCO immediately of any such court order in order to enable Ascent NEWCO to contest such order's validity.

Appears in 1 contract

Samples: Employment Agreement (Ascent Entertainment Group Inc)

Trade Secrets; Return of Documents and Property. (a) Executive acknowledges that during the course of his employment he will receive secret, confidential and proprietary information ("Trade Secrets") of Ascent NEWCO and of other companies with which Ascent NEWCO does business on a confidential basis and that Executive will create and develop Trade Secrets for the benefit of AscentNEWCO. Trade Secrets shall include, without limitation, (a) literary, dramatic or other works, screenplays, stories, adaptations, scripts, treatments, formats, "bibles," scenarios, characters, titles of any kind and any rights therein, custom databases, "know-how," formulae, secret processes or machines, inventions, computer programs (including documentation of such programs) (collectively, "Technical Trade Secrets"), ) and (b) matters of a business nature, such as customer data and proprietary information about costs, profits, markets and sales, customer custom databases, and other information of a similar nature to the extent not available to the public, and plans for future development (collectively, "Business Trade Secrets"). All Trade Secrets disclosed to or created by Executive shall be deemed to be the exclusive property of Ascent NEWCO (as the context may require). Executive acknowledges that Trade Secrets have economic value to Ascent NEWCO due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of Ascent NEWCO and its subsidiaries. During the Employment Period, Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by Executive during the term of this Agreement the Employment Period except (i) when Executive is required to use or disclose any Trade Secret in the proper course of the Executive's rendition of services to Ascent NEWCO hereunder, (ii) when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when Executive is required to disclose any Trade Secret pursuant to any valid court order in which the Executive is compelled to disclose such Trade Secret. The Executive shall notify Ascent NEWCO immediately of any such court order in order to enable Ascent NEWCO to contest such order's validity. For a period of two (2) years after the termination of the Employment Period for all Business Trade Secrets and for a period of five (5) years after termination of the Employment Period for all Technical Trade Secrets, the Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge or is generally known in the entertainment or sports industry among executives comparable to the Executive other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid court order, in which case the Executive shall notify Ascent immediately of any such court order in order to enable Ascent to contest such order's validity.five

Appears in 1 contract

Samples: Employment Agreement (On Command Corp)

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Trade Secrets; Return of Documents and Property. (a) Executive ----------------------------------------------- acknowledges that during the course of his employment he will receive secret, confidential and proprietary information ("Trade Secrets") of Ascent the Company and of other companies with which Ascent the Company does business on a confidential basis and that Executive will create and develop Trade Secrets for the benefit of Ascentthe Company. Trade Secrets shall include, without limitation, (a) literary, dramatic or other works, screenplays, stories, adaptations, scripts, treatments, formats, "bibles," scenarios, characters, titles of any kind and any rights therein, custom databases, "know-how," formulae, secret processes or machines, inventions, computer programs (including documentation of such programs) (collectively, "Technical Trade Secrets"), and (b) matters of a business nature, such as customer data and proprietary information about costs, profits, markets and sales, customer databases, and other information of a similar nature to the extent not available to the public, and plans for future development (collectively, "Business Trade Secrets")development. All Trade Secrets disclosed to or created by Executive shall be deemed to be the exclusive property of Ascent the Company (as the context may require). Executive acknowledges that Trade Secrets have economic value to Ascent the Company due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of Ascent the Company and its subsidiaries. Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by Executive during the term of this Agreement except (i) when Executive is required to use or disclose any Trade Secret in the proper course of the Executive's rendition of services to Ascent the Company hereunder, (ii) when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when Executive is required to disclose any Trade Secret pursuant to any valid court order in which the Executive is compelled to disclose such Trade Secret. The Executive shall notify Ascent the Company immediately of any such court order in order to enable Ascent the Company to contest such order's validity. For a period of two (2) years after termination of the Employment Period for all Business Trade Secrets and for a period of five (5) years after termination of the Employment Period for all Technical Trade Secrets, the The Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge or is generally known in the entertainment or sports industry among executives comparable to the Executive other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid court order, in which case the Executive shall notify Ascent the Company immediately of any such court order in order to enable Ascent the Company to contest such order's validity.

Appears in 1 contract

Samples: Employment Agreement (Ascent Entertainment Group Inc)

Trade Secrets; Return of Documents and Property. (a) Executive acknowledges that during the course of his employment engagement he has received, and will receive continue to receive, secret, confidential and proprietary information ("Trade Secrets") of Ascent Occidental and of other companies with which Ascent Occidental does business on a confidential basis and that Executive will create and develop Trade Secrets for the benefit of AscentOccidental. Trade Secrets shall include, without limitation, (a) literary, dramatic or other works, screenplays, stories, adaptations, scripts, treatments, formats, "bibles," scenarios, characters, titles of any kind and any rights therein, custom databases, "know-know- how," formulae, secret processes or machines, inventions, computer programs (including documentation of such programs) (collectively, "Technical Trade Secrets"), and (b) matters of a business nature, such as customer data and proprietary information about costs, profits, markets and sales, customer databases, and other information of a similar nature to the extent not available to the public, and plans for future development (collectively, "Business Trade Secrets")development. All Trade Secrets disclosed to or created by the Executive shall be deemed to be the exclusive property of Ascent (as the context may require)Occidental. The Executive acknowledges that Trade Secrets have economic value to Ascent Occidental due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of Ascent Occidental and its subsidiaries. The Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by the Executive during the term of this Agreement his engagement by Occidental except (i) when the Executive is required to use or disclose any Trade Secret in the proper course of the Executive's rendition of services to Ascent Occidental hereunder, (ii) when such Trade Secret becomes public knowledge or is generally known in the industry among executives comparable to the Executive other than through a breach of this Agreement, or (iii) when the Executive is required to disclose any Trade Secret pursuant to any valid court order in which the Executive is compelled to disclose such Trade Secret. The Executive shall notify Ascent Occidental immediately of any such court order in order to enable Ascent Occidental to contest such order's validity. For a period of two (2) years after termination of or the Employment Period for all Business Trade Secrets and for a period of five (5) years after termination of the Employment Period for all Technical Trade SecretsServices Period, the Executive shall not use or otherwise disclose Trade Secrets unless such information (xi) becomes public knowledge or is generally known in the entertainment or sports industry within Occidental’s business sector among executives comparable to the Executive other than through a breach of this Agreement, (yii) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (ziii) is required to be disclosed pursuant to any valid court order, in which case the Executive shall notify Ascent Occidental immediately of any such court order in order to enable Ascent Occidental to contest such order's validity.

Appears in 1 contract

Samples: Consulting Agreement (Occidental Development Group, Inc.)

Trade Secrets; Return of Documents and Property. (a) Executive acknowledges that during the course of his employment he will receive secret, confidential and proprietary information ("Trade Secrets") of Ascent and of other companies with which Ascent does business on a confidential basis and that Executive will create and develop Trade Secrets for the benefit of Ascent. Trade Secrets shall include, without limitation, (ai) literary, dramatic or other works, screenplays, stories, adaptations, scripts, treatments, formats, "bibles," scenarios, characters, titles of any kind and any rights therein, custom databases, "know-how," formulae, secret processes or machines, inventions, computer programs (including documentation of such programs) (collectively, "Technical Trade Secrets"), and (bii) matters of a business nature, such as customer data and proprietary information about costs, profits, markets and sales, customer databases, and other information of a similar nature to the extent not available to the public, and plans for future development (collectively, "Business Trade Secrets"). All Trade Secrets disclosed to or created by Executive shall be deemed to be the exclusive property of Ascent (as the context may require). Executive acknowledges that Trade Secrets have economic value to Ascent due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of Ascent and its subsidiaries. Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by Executive during the term of this Agreement except (i) when Executive is required to use or disclose any Trade Secret in the proper course of the Executive's rendition of services to Ascent hereunder, (ii) when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when Executive is required to disclose any Trade Secret pursuant to any valid court order in which the Executive is compelled to disclose such Trade Secret. The Executive shall notify Ascent immediately of any such court order in order to enable Ascent to contest such order's validity. For a period of two (2) years after termination of the Employment Period for all Business Trade Secrets and for a period of five (5) years after termination of the Employment Period for all Technical Trade Secrets, the Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge or is generally known in the entertainment or sports industry among executives comparable to the Executive other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid court order, in which case the Executive shall notify Ascent immediately of any such court order in order to enable Ascent to contest such order's validity.

Appears in 1 contract

Samples: Employment Agreement (Ascent Entertainment Group Inc)

Trade Secrets; Return of Documents and Property. (a) Executive acknowledges that during the course of his employment he will receive secret, confidential and proprietary information ("Trade Secrets") of Ascent the Company and its affiliates and of other companies with which Ascent does the Company and its affiliates do business on a confidential basis and that Executive will create and develop Trade Secrets for the benefit of Ascentthe Company and its affiliates. Trade Secrets shall include, without limitation, (a) literaryarchitectural and engineering data, dramatic or customer and other works, screenplays, stories, adaptations, scripts, treatments, formats, "bibles," scenarios, characters, titles of any kind and any rights thereinmarketing data, custom databases, "know-how," formulae, secret processes or machines, inventions, computer programs (including documentation of such programs) (collectively, "Technical Trade Secrets"), and (b) matters of a business nature, such as customer data and proprietary information about costs, profits, markets and sales, customer databases, and other information of a similar nature to the extent not available to the public, and plans for future development (collectively, "Business Trade Secrets")development. All Trade Secrets disclosed to or created by Executive during the Employment Period shall be deemed to be the exclusive property of Ascent (as the context may require)Company. The Executive acknowledges that Trade Secrets have economic value to Ascent the Company due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of Ascent the Company and its subsidiariesaffiliates. Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by Executive during the term of this Agreement except (i) when Executive is required to use or disclose any Trade Secret in the proper course of the Executive's rendition of services to Ascent the Company or its Affiliates hereunder, (ii) when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when Executive is required to disclose any Trade Secret pursuant to any valid court order in which the Executive is compelled to disclose such Trade Secret. The Executive shall notify Ascent the Company immediately of any such court order in order to enable Ascent the Company to contest such order's validity. For a period of two (2) years after After termination of the Employment Period for all Business Trade Secrets and for a period of five (5) years after termination of the Employment Period for all Technical Trade Secretsthis Agreement, the Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge or is generally known in the entertainment or sports industry among executives comparable to the Executive other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid court order, in which case the Executive shall notify Ascent the Company immediately of any such court order in order to enable Ascent the Company to contest such order's validity.

Appears in 1 contract

Samples: Employment Agreement (Ascent Entertainment Group Inc)

Trade Secrets; Return of Documents and Property. (a) Executive acknowledges that during the course of his her employment he she will receive secret, confidential and proprietary information ("Trade Secrets") of Ascent the Company and of other companies with which Ascent the Company does business on a confidential basis and that in the course of performing services for the Company the Executive will create and develop Trade Secrets for the benefit of Ascentthe Company. Trade Secrets shall include, without limitation, (a) literary, dramatic or other works, screenplays, stories, adaptations, scripts, treatments, formats, "bibles," scenarios, characters, titles of any kind and any rights therein, matters of a business nature, such as customer data and proprietary information about costs, profits, markets and sales, custom databases, "know-how," formulae, secret processes or machines, inventions, computer programs (including documentation of such programs) (collectively, "Technical Trade Secrets"), and (b) matters of a business nature, such as customer data and proprietary information about costs, profits, markets and sales, customer databases, company business strategies and plans and other information of a similar nature to the extent not available to the public, and plans for future development (collectively, "Business Trade Secrets")development. All Trade Secrets disclosed to or created by Executive shall be deemed to be the exclusive property of Ascent the Company (as the context may require). Executive acknowledges that Trade Secrets have economic value to Ascent the Company due to the fact that Trade Secrets are not generally known to the public or the trade and that the unauthorized use or disclosure of Trade Secrets is likely to be detrimental to the interests of Ascent the Company and its subsidiaries. Executive therefore agrees to hold in strict confidence and not to disclose to any third party any Trade Secret acquired or created or developed by Executive during the term of this Agreement except (i) when Executive is required to use or disclose any Trade Secret in the proper course of the Executive's rendition of services to Ascent the Company hereunder, (ii) when such Trade Secret becomes public knowledge other than through a breach of this Agreement, or (iii) when Executive is required to disclose any Trade Secret pursuant to any valid court order in which the Executive is compelled to disclose such Trade Secret. The Executive shall notify Ascent the Company immediately of any such court order in order to enable Ascent the Company to contest such order's validity. For a period of two (2) years after After termination of the Employment Period for all Business Trade Secrets and for a period of five (5) years after termination of the Employment Period for all Technical Trade Secretsthis Agreement, the Executive shall not use or otherwise disclose Trade Secrets unless such information (x) becomes public knowledge or is generally known in the entertainment or sports industry among executives comparable to the Executive other than through a breach of this Agreement, (y) is disclosed to the Executive by a third party who is entitled to receive and disclose such Trade Secret, or (z) is required to be disclosed pursuant to any valid court order, in which case the Executive shall notify Ascent the Company immediately of any such court order in order to enable Ascent the Company to contest such order's validity.

Appears in 1 contract

Samples: Employment Agreement (Ascent Entertainment Group Inc)

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