Common use of Unauthorized Disclosure Clause in Contracts

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 52 contracts

Samples: Director Agreement (Wizard World, Inc.), Director Agreement (Wizard World, Inc.), Director Agreement (Wizard World, Inc.)

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Unauthorized Disclosure. The Director agrees and understands that in the Director’s 's position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s 's products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s 's industry other than as a result of the Director’s 's breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s 's position with the Company during or prior to the Directorship Term, provided that that, the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation litigation, and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 25 contracts

Samples: Director Agreement (China Advanced Construction Materials Group, Inc), Director Agreement (China Advanced Construction Materials Group, Inc), Director Agreement (China Advanced Construction Materials Group, Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, services, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential confidential, and proprietary and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 21 contracts

Samples: Director Agreement (BioCorRx Inc.), Director Agreement (Progressive Care Inc.), Director Agreement (Microphase Corp)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his her obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that that, the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his her defense in the litigation litigation, and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 8 contracts

Samples: Director Agreement (Golden Bull LTD), Director Agreement (Huitao Technology Co., Ltd.), Director Agreement (Bit Digital, Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s 's position with the Company, the Director has been and will be exposed to and receive nonpublic information and information relating to the confidential affairs of the CompanyCompany and its affiliates (the “Protected Information”), including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s 's products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be nonpublic, confidential and in the nature of trade secrets. The Director agrees that any Protected Information shall be used only in furtherance of the performance of the Director’s position with the Company and in the best interest of the Company. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s 's industry other than as a result of the Director’s 's breach of his his/her obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s 's position with the Company during or prior to the Directorship Term, provided that that, the Company shall retain such materials and make them available to the Director if requested by him him/her in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his his/her defense in the litigation litigation, and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 8 contracts

Samples: Director Agreement (MobileBits Holdings Corp), Director Agreement (MobileBits Holdings Corp), Director Agreement (MobileBits Holdings Corp)

Unauthorized Disclosure. The Director Executive agrees and understands that in due to the Director’s Executive's position with the Company, both prior to, if applicable, and subsequent to the Director date of this Agreement, the Executive has been and will be exposed to to, and has received and will receive confidential and proprietary information of the Company or relating to the confidential Company's business or affairs of (collectively, the Company"TRADE SECRETS"), including, including but not limited to, to technical information, computer software (including source and object code data and related documentation), research and development, know-how, product information, formulae, processes, business and marketing plans, strategies, customer information, other information concerning the Company’s 's products, promotions, development, financing, expansion plans, business policies and practices, practices and other forms of information considered by the Company to be proprietary and confidential and in the nature of trade secrets. The Director Except to the extent that the proper performance of the Executive's duties and responsibilities hereunder may require disclosure, and except as such information (i) was known to the Executive prior to his employment by the Company or (ii) was or becomes generally available to the public other than as a result of a disclosure by the Executive in violation of the provisions of this SECTION 10(a), the Executive agrees that during the Directorship Term and thereafter, at all times thereafter the Director Executive will keep such information Trade Secrets confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of On the Directorship TermTermination Date, the Director Executive promptly will promptly return supply to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, formulae or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has have been produced by, received by or otherwise submitted to the Director Executive in the course or otherwise as a result of the Director’s position his employment with the Company Company, including the period during or and prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction . Any material breach of the Company that the materials are necessary to his defense in the litigation and (iiterms of this SECTION 10(a) the confidentiality of the materials is preserved to the reasonable satisfaction of the Companyshall be considered Cause.

Appears in 6 contracts

Samples: Employment Agreement (Scheid Vineyards Inc), Employment Agreement (Scheid Vineyards Inc), Employment Agreement (Scheid Vineyards Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s 's position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s 's products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s 's industry other than as a result of the Director’s 's breach of his her obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s 's position with the Company during or prior to the Directorship Term, provided that that, the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his her defense in the litigation litigation, and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 6 contracts

Samples: Director Agreement (Delta Technology Holdings LTD), Director Agreement (China Advanced Construction Materials Group, Inc), Director Agreement (Urban Tea, Inc.)

Unauthorized Disclosure. The Director Employee agrees and understands that in the Director’s Employee's position with the Company, the Director has been and Employee will be exposed to and receive information relating to the confidential affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s 's products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director Except to the extent that the proper performance of the Employee's duties, services and responsibilities hereunder may require disclosure, and except as such information (i) was known to the Employee prior to his employment by the Company or (ii) was or becomes generally available to the public other than as a result of a disclosure by the Employee in violation of the provisions of this Section 8(a), the Employee agrees that during the Directorship Employment Term and thereafter, thereafter the Director Employee will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship TermEmployee's employment under this Agreement, the Director Employee will promptly return supply to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company Employee during or prior to the Directorship Employment Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 6 contracts

Samples: Employment Agreement (Grand Union Co /De/), Employment Agreement (Grand Union Co /De/), Employment Agreement (Grand Union Co /De/)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, services, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential confidential, and proprietary and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, subject to his fiduciary duties, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information (A) is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder hereunder, (B) is lawfully obtained from a source other than the Company that was not under, and did not impose, an obligation of confidentiality with respect to such information; (C) is independently developed by Director or his Affiliates without violating any of his obligations under this Agreement; and (D) is or becomes known by the Director other than through disclosure by the Company in the course of the Directorship Term; and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 4 contracts

Samples: Director Agreement (Navidea Biopharmaceuticals, Inc.), Director Agreement (Navidea Biopharmaceuticals, Inc.), Director Agreement (Navidea Biopharmaceuticals, Inc.)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s 's products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s 's industry other than as a result of the Director’s 's breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s 's position with the Company during or prior to the Directorship Term, provided that that, the Company shall retain such materials and make them available to the Director if requested by him his in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation litigation, and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 4 contracts

Samples: Director Agreement (Emerald Acquisition CORP), Director Agreement (China Sunflower Group LTD), Director Agreement (Emerald Acquisition CORP)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that that, the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation litigation, and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 4 contracts

Samples: Director Services Agreement (Universal Insurance Holdings, Inc.), Director Services Agreement (Universal Insurance Holdings, Inc.), Director Services Agreement (Universal Insurance Holdings, Inc.)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that that: (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder hereunder; and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which which: (iA) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation litigation; and (iiB) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 4 contracts

Samples: Independent Director Agreement (Apria, Inc.), Independent Director Agreement (Apria, Inc.), Independent Director Agreement (Apria, Inc.)

Unauthorized Disclosure. The Director Employee agrees and understands that in the Director’s Employee's position with the Company, the Director Employee has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s 's products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director Employee agrees that during the Directorship Employment Term and thereafter, the Director Employee will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director Employee shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s Employee's breach of his obligations hereunder and (ii) the Director Employee may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Employment Term, the Director Employee will promptly return supply to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director Employee in the course or otherwise as a result of the Director’s position Employee's employment with the Company during or prior to the Directorship Employment Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 4 contracts

Samples: Agreement (Orion Power Holdings Inc), Agreement (Orion Power Holdings Inc), Agreement (Orion Power Holdings Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, research programs and results, data, scientific concepts, inventions and technical informationinformation (collectively, "Company IP"), business and marketing plans, strategies, customer information, other information concerning the Company’s research and development activities, products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary useful to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 3 contracts

Samples: Director Agreement (Healthtech Solutions, Inc./Ut), Director Agreement (Healthtech Solutions, Inc./Ut), Director Agreement (Healthtech Solutions, Inc./Ut)

Unauthorized Disclosure. The Director Executive agrees and understands that in the DirectorExecutive’s position with the Company, the Director Executive has been and will be exposed to and receive information relating to the confidential business affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director Executive agrees that during the Directorship Employment Term and thereafter, the Director will Executive shall keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the CompanyCompany (unless such information is otherwise in the public domain through no fault of the Executive); provided, however, that nothing in this Section 8(a) shall prevent the Executive, with or without the Company’s consent, from (i) the Director shall have no such obligation providing truthful testimony or otherwise cooperating in good faith with any investigation related to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result business activities and practices of the Director’s breach Company and its officers and agents being conducted by a duly authorized agency of his obligations hereunder and the federal or any state or local government or any duly appointed agent of the Board or any committee thereof or (ii) disclosing documents or information (A) in the Director mayperformance of his duties hereunder to persons having commercial relationships or dealings with the Company, after giving prior notice so long as such disclosure is made by the Executive (or at his direction) in the good faith belief that it is in the best interests of the Company and such disclosure is not contrary to any direction of the Board or any committee thereof or internal or external legal counsel to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or and (B) in connection with any judicial or regulatory processadministrative investigation, inquiry or proceeding, provided that the Executive is compelled to do so by court order or subpoena and notifies the Company as soon as practicable after the receipt of such court order or subpoena (it being understood and agreed that no such order or subpoena shall be required in connection with an inquiry or proceeding that is described in subclause (i) above). This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Employment Term, the Director will Executive shall promptly return supply to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary document in the actual or compilation constructive possession of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to Executive at the Director in the course or otherwise as a result end of the Director’s position with the Company during or prior to the Directorship Employment Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 3 contracts

Samples: Employment Agreement (Barnes Group Inc), Employment Agreement (Barnes Group Inc), Employment Agreement (Barnes Group Inc)

Unauthorized Disclosure. The Director Employee agrees and understands that that, in the Director’s Employee's position with the Company, the Director has been and Employee will be exposed to and receive information relating to the confidential affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s 's services and products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director Except to the extent that the proper performance of the Employee's duties, services and responsibilities hereunder may require disclosure, and except as such information (i) was known to the Employee prior to his employment by the Company, (ii) was or becomes generally available to the public other than as a result of the disclosure by the Employee in violation of the provisions of this Section 6. (a), or (iii) is compelled to be disclosed by a court (or similar tribunal) of competent jurisdiction, the Employee agrees that during the Directorship Employment Term and thereafter, thereafter the Director Employee will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than except as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent may be required by applicable laws or governmental regulations or judicial or regulatory processlegal process from a court of competent jurisdiction. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Termthis Agreement, the Director Employee will promptly return supply to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director Employee in the course his capacity as an employee, officer, director, agent or otherwise as a result stockholder of the Director’s position with the Company during or prior to the Directorship Employment Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 3 contracts

Samples: Employment Agreement (Valley National Gases Inc), Employment Agreement (Valley National Gases Inc), Employment Agreement (Valley National Gases Inc)

Unauthorized Disclosure. The Director Employee agrees and understands that that, in the Director’s Employee's position with the Company, the Director has been and Employee will be exposed to and receive information relating to the confidential affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s 's services and products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director Except to the extent that the proper performance of the Employee's duties, services and responsibilities hereunder may require disclosure, and except as such information (i) was known to the Employee prior to his employment by the Company, (ii) was or becomes generally available to the public other than as a result of the disclosure by the Employee in violation of the provisions of this Section 7. (a), or (iii) is compelled to be disclosed by a court (or similar tribunal) of competent jurisdiction, the Employee agrees that during the Directorship Employment Term and thereafter, thereafter the Director Employee will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than except as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent may be required by applicable laws or governmental regulations or judicial or regulatory processlegal process from a court of competent jurisdiction. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Termthis Agreement, the Director Employee will promptly return supply to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director Employee in the course his capacity as an employee, officer, director, agent or otherwise as a result stockholder of the Director’s position with the Company during or prior to the Directorship Employment Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 3 contracts

Samples: Employment Agreement (Valley National Gases Inc), Employment Agreement (Valley National Gases Inc), Employment Agreement (Valley National Gases Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, services, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential confidential, and proprietary and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his her obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his her defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 3 contracts

Samples: Director Agreement (Recruiter.com Group, Inc.), Director Agreement (Progressive Care Inc.), Director Agreement (Recruiter.com Group, Inc.)

Unauthorized Disclosure. The Director Employee agrees and understands ----------------------- that in the Director’s Employee's position with the Company, the Director has been and Employee will be exposed to and will receive information relating to the confidential affairs of the Company, includingits subsidiaries and Affiliates, including but not limited to, to technical information, intellectual property, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practicespractices of the Company, its subsidiaries and Affiliates, and other forms of information reasonably considered by the Company to be confidential and in the nature of trade secretssecrets ("Confidential Information"). The Director Employee agrees that during the Directorship ------------------------ Employment Term and for a commercially reasonable period thereafter, the Director will keep such information confidential and Employee will not disclose such informationConfidential Information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship employment Term, the Director Employee will promptly return supply or make available to the Company and/or destroy at the Company’s direction in a timely manner all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company Employee during or prior to the Directorship Employment Term, provided that the Company . Confidential Information shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which not include information that: (i) is previously know by Employee at the Director demonstrates to the reasonable satisfaction time of the Company that the materials are necessary to his defense in the litigation and disclosure without obligation of confidence, or without breach of this Agreement; (ii) is publicly disclosed through no wrongful act of Employee; (iii) is received from a third party having the confidentiality right to lawfully possess and disclose same and without breach of the materials this Agreement; (iv) is preserved independently developed by Employee without access or reference to the reasonable satisfaction Confidential Information, (v) is approved for release by authorization of the Company; or (vi) is required to be disclosed by a court or regulatory body of competent jurisdiction pursuant to applicable law or regulation.

Appears in 2 contracts

Samples: Employment Agreement (Diveo Broadband Networks Inc), Employment Agreement (Diveo Broadband Networks Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his his/her obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that that, the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his his/her defense in the litigation litigation, and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 2 contracts

Samples: Director Agreement (Urban Tea, Inc.), Director Agreement (Urban Tea, Inc.)

Unauthorized Disclosure. The Director Employee agrees and understands that in the DirectorEmployee’s position with the Company, the Director Employee has been and will be exposed to and has and will receive information relating to the confidential affairs of the CompanyCompany and its affiliates, including, but not limited towithout limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, practices of the Company and its affiliates and other forms of information considered by the Company and its affiliates to be confidential and in the nature of trade secretssecrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”); provided, that information that is or becomes generally available to the public other than as a result of a breach of this Retention Agreement by the Employee shall not be considered to be Confidential Information. The Director Employee agrees that at all times during the Directorship Term Employee’s employment with the Company and thereafter, the Director will keep such information confidential and will Employee shall not disclose such informationConfidential Information, either directly or indirectly, to any third person individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each, a “Person”) without the prior written consent of the Company; provided, however, that (i) the Director Company and shall have no such obligation not use or attempt to the extent use any such information is in any manner other than in connection with his or becomes publicly known or generally known in her employment with the Company’s industry other than , unless required by law to disclose such information, in which case the Employee shall provide the Company with written notice of such requirement as a result far in advance of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice such anticipated disclosure as possible so as to enable the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws seek an appropriate protective order or governmental regulations or judicial or regulatory processconfidential treatment. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship TermEmployee’s employment with the Company, the Director will Employee shall promptly return supply to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data and any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company Employee during or prior to the Directorship TermEmployee’s employment with the Company, provided that the Company shall retain such materials and make them available to the Director if requested by him any copies thereof in connection with any litigation against the Director under circumstances in which his or her (i) the Director demonstrates to the reasonable satisfaction or capable of the Company that the materials are necessary being reduced to his defense in the litigation and (iior her) the confidentiality of the materials is preserved to the reasonable satisfaction of the Companypossession.

Appears in 2 contracts

Samples: Retention Agreement (Abraxis BioScience, Inc.), Retention Agreement (Abraxis BioScience, Inc.)

Unauthorized Disclosure. The Director Employee agrees and understands ----------------------- that in the Director’s Employee's position with the Company, the Director has been and Employee will be exposed to and receive information relating to the confidential affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s 's products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director Except to the extent that the proper performance of the Employee's duties, services and responsibilities hereunder may require disclosure, and except as such information (i) was known to the Employee prior to his employment by the Company or (ii) was or becomes generally available to the public other than as a result of a disclosure by the Employee in violation of the provisions of this Section 6(a), the Employee agrees that during the Directorship Employment Term and thereafter, thereafter the Director Employee will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Termthis Agreement, the Director Employee will promptly return supply to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company Employee during or prior to the Directorship Employment Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction . Any material breach of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality terms of the materials is preserved to the reasonable satisfaction of the Companythis paragraph shall be considered Cause.

Appears in 2 contracts

Samples: Employment Agreement (La Gear Inc), Employment Agreement (La Gear Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, services, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and proprietary, and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his her obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable and lawful under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical geographical, or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy destroy—at the CompanyDirector’s direction direction, unless the Company expresses that specific returns are material and necessary—all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by by, or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him him/her in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his her defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company. Nothing contained herein shall be deemed to preclude or restrict the Director from making any legally required disclosures or from making disclosures pursuant to any whistleblower or similar statutory or regulatory regime.

Appears in 2 contracts

Samples: Director Agreement (LifeMD, Inc.), Director Agreement (LifeMD, Inc.)

Unauthorized Disclosure. The Director Executive agrees and understands that in the Director’s Executive's position with the Company, the Director Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the CompanyCompany Affiliated Group, including, but not limited towithout limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, practices of the Company Affiliated Group and other forms of information considered by the Company Affiliated Group to be confidential and in the nature of trade secretssecrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the "Confidential Information"). The Director Executive agrees that at all times during the Directorship Term Executive's employment with the Company and thereafter, the Director will keep such information confidential and will Executive shall not disclose such informationConfidential Information, either directly or indirectly, to any third person individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a "Person"), without the prior written consent of the Company; provided, however, that (i) the Director Company and shall have no such obligation not use or attempt to the extent use any such information is or becomes publicly known or generally known in any manner other than in connection with the Executive's employment with the Company’s industry other than , unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as a result far in advance of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice such anticipated disclosure as possible so as to enable the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws seek an appropriate protective order or governmental regulations or judicial or regulatory processconfidential treatment. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship TermExecutive's employment with the Company, the Director will Executive shall promptly return supply to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data and any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company Executive during or prior to the Directorship TermExecutive's employment with the Company, provided that and any copies thereof in the Company shall retain such materials and make them available Executive's (or capable of being reduced to the Director if requested by him in connection with any litigation against the Director under circumstances in which (iExecutive's) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Companypossession.

Appears in 2 contracts

Samples: Employment Agreement (Telewest Global Inc), Employment Agreement (Telewest Global Inc)

Unauthorized Disclosure. The Director agrees You agree and understands understand that in the Director’s your position with the CompanyCompany and its Affiliates, the Director has you have been and will be exposed to and receive have received information relating to the confidential affairs of the CompanyCompany and its Affiliates, including, but not limited towithout limitation, employee personnel and financial information, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, practices of the Company and its Affiliates and other forms of information considered by the Company and its Affiliates to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term secrets (including, without limitation, ideas, research and thereafterdevelopment, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the Director will keep "Confidential Information"); provided, however, that the Confidential Information shall not include information which (i) is or becomes generally available to the public not in violation of this Agreement or any written policy of the Company; or (ii) was in your possession or knowledge on a non-confidential basis prior to such information confidential and disclosure. You agree that you will not disclose such informationConfidential Information, either directly or indirectly, to any third person individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof, without the prior written consent of the Company; providedand, however, that (i) the Director you shall have no such obligation not use or attempt to the extent use any such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director mayany manner unless required by law to disclose such information, after giving prior notice to in which case you shall provide the Company to the extent practicable under the circumstances, disclose with written notice of such information to the extent required by applicable laws or governmental regulations or judicial or regulatory processrequirement as far in advance of such anticipated disclosure as possible. This Your confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination Nothing in this Agreement prohibits you from reporting any possible violations of the Directorship Term, the Director will promptly return federal law or regulation to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product any government agency or document, and any summary or compilation of the foregoing, in whatever formentity, including, without limitationbut not limited to, in electronic formthe Department of Justice and the Securities and Exchange Commission, which has been produced by, received by or otherwise submitted making any other disclosures that are protected under the whistleblower provisions of federal law or regulation. You are not required to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of notify the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Companyyou will make or have made such reports or disclosures.

Appears in 2 contracts

Samples: Retention, Severance, and Release Agreement (CVR Refining, LP), Retention, Severance, and Release Agreement (CVR Partners, Lp)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that that, the Company shall retain such materials and make them available to the Director if requested by him his in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 2 contracts

Samples: Director Agreement (Dongsheng Pharmaceutical International Co., Ltd.), Director Agreement (Dongsheng Pharmaceutical International Co., Ltd.)

Unauthorized Disclosure. The Director Employee agrees and understands that in the Director’s Employee's position with the Company, the Director has been and Employee will be exposed to and receive information relating to the confidential affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s 's products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director Except to the extent that the proper performance of the Employee's duties, services and responsibilities hereunder may require disclosure, and except as such information (i) was known to the Employee prior to his employment by the Company or (ii) was or becomes generally available to the public other than as a result of a disclosure by the Employee in violation of the provisions of this Section 6(a), the Employee agrees that during the Directorship Employment Term and thereafter, thereafter the Director Employee will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Termthis Agreement, the Director Employee will promptly return supply to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company Employee during or prior to the Directorship Employment Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction . Any material breach of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality terms of the materials is preserved to the reasonable satisfaction of the Companythis paragraph shall be considered Cause.

Appears in 2 contracts

Samples: Employment Agreement (La Gear Inc), Employment Agreement (La Gear Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s ’ s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that that: (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his her obligations hereunder hereunder; and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s ’ s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him her in connection with any litigation against the Director under circumstances in which which: (iA) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his her defense in the litigation litigation; and (iiB) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 2 contracts

Samples: Independent Director Agreement (Apria, Inc.), Independent Director Agreement (Apria, Inc.)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotionsservices, development, financing, expansion acquisition plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder hereunder, and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation litigation, and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 2 contracts

Samples: Board Agreement (Castellum, Inc.), Board Agreement (Castellum, Inc.)

Unauthorized Disclosure. The Director Executive agrees and understands that in due to the Director’s Executive's position with the Company, both prior to, if applicable, and subsequent to the Director date of this Agreement, the Executive has been and will be exposed to to, and has received and will receive confidential and proprietary information of the Company or relating to the confidential Company's business or affairs of (collectively, the Company"TRADE SECRETS"), including, including but not limited to, to technical information, computer software (including source and object code data and related documentation), research and development, know-how, product information, formulae, processes, business and marketing plans, strategies, customer information, other information concerning the Company’s 's products, promotions, development, financing, expansion plans, business policies and practices, practices and other forms of information considered by the Company to be proprietary and confidential and in the nature of trade secrets. The Director Except to the extent that the proper performance of the Executive's duties and responsibilities hereunder may require disclosure, and except as such information (i) was known to the Executive prior to her employment by the Company or (ii) was or becomes generally available to the public other than as a result of a disclosure by the Executive in violation of the provisions of this SECTION 10(a), the Executive agrees that during the Directorship Term and thereafter, at all times thereafter the Director Executive will keep such information Trade Secrets confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of On the Directorship TermTermination Date, the Director Executive promptly will promptly return supply to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, formulae or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has have been produced by, received by or otherwise submitted to the Director Executive in the course or otherwise as a result of the Director’s position her employment with the Company Company, including the period during or and prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction . Any material breach of the Company that the materials are necessary to his defense in the litigation and (iiterms of this SECTION 10(a) the confidentiality of the materials is preserved to the reasonable satisfaction of the Companyshall be considered Cause.

Appears in 2 contracts

Samples: Employment Agreement (Scheid Vineyards Inc), Employment Agreement (Scheid Vineyards Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s 's position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s 's products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s 's industry other than as a result of the Director’s 's breach of his her obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s 's position with the Company during or prior to the Directorship Term, provided that that, the Company shall retain such materials and make them available to the Director if requested by him her in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his her defense in the litigation litigation, and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 2 contracts

Samples: Director Agreement (NXT Nutritionals Holdings, Inc.), Director Agreement (NXT Nutritionals Holdings, Inc.)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, services, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and proprietary, and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable and lawful under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical geographical, or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by by, or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him him/her in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company. Nothing contained herein shall be deemed to preclude or restrict the Director from making any legally required disclosures or from making disclosures pursuant to any whistleblower or similar statutory or regulatory regime.

Appears in 2 contracts

Samples: Director Agreement (LifeMD, Inc.), Director Agreement (LifeMD, Inc.)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, services, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential confidential, and proprietary and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information (A) is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder hereunder; (B) was properly known to the Director, without restriction, prior to disclosure by Company; or (C) is obtained from a third party without an accompanying duty of confidentiality and without a breach of such third party’s obligations of confidentiality; and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship TermTerm (except that the Director may keep personal copies of (i) his compensation records, (ii) materials distributed to shareholders generally and (iii) any written agreement to which he is a party), provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 2 contracts

Samples: Director Agreement (Recruiter.com Group, Inc.), Director Agreement (Recruiter.com Group, Inc.)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s 's position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s 's products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s 's industry other than as a result of the Director’s 's breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s 's direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s 's position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 2 contracts

Samples: Amended Director Agreement (FISION Corp), Independent Director Agreement (Cannabis Global, Inc.)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.. yaydirectoragver2A 4

Appears in 2 contracts

Samples: Independent Director Agreement (YayYo, Inc.), Independent Director Agreement (YayYo, Inc.)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 2 contracts

Samples: Independent Director Agreement (Payment Data Systems Inc), Independent Director Agreement (Usio, Inc.)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director will have has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, pricing, sourcing, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company, or use such information for his or her own benefit or for the benefit of any third person; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 2 contracts

Samples: Director Agreement (THC Therapeutics, Inc.), Director Agreement (THC Therapeutics, Inc.)

Unauthorized Disclosure. The Director Executive agrees and understands that in the Director’s Executive's position with the Company, the Director Executive has been and will be exposed to and receive information relating to the confidential business affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s 's products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director Executive agrees that during the Directorship Employment Term and thereafter, the Director Executive will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the CompanyCompany (unless such information is otherwise in the public domain through no fault of the Executive); provided, however, that (inothing in this Section 9(a) shall prevent the Director shall have no such obligation to the extent such information is Executive with or becomes publicly known or generally known in without the Company’s industry other than as a result of 's consent, from disclosing documents or information in connection with any judicial or administrative investigation, inquiry or proceeding, provided the Director’s breach of his obligations hereunder Executive is compelled to do so by court order or subpoena and (ii) the Director may, after giving prior notice to notifies the Company to as soon as practicable after the extent practicable under the circumstances, disclose receipt of such information to the extent required by applicable laws court order or governmental regulations or judicial or regulatory processsubpoena. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Employment Term, the Director Executive will promptly return supply to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary document in the actual or compilation constructive possession of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to Executive at the Director in the course or otherwise as a result end of the Director’s position with the Company during or prior to the Directorship Employment Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Employment Agreement (Barnes Group Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, services, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential confidential, and proprietary and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his [his/her] obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his [his/her] defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Director Agreement (Progressive Care Inc.)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s 's position with the Company, the Director has been and will be exposed to and has and will receive information relating to the confidential affairs of the CompanyCompany Affiliated Group, including, but not limited towithout limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, practices of the Company Affiliated Group and other forms of information considered by the Company Affiliated Group to be confidential and in the nature of trade secretssecrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the "Confidential Information"). The Director agrees that at all times during the Directorship Term Director's service to the Company and thereafter, the Director will keep such information confidential and will shall not disclose such informationConfidential Information, either directly or indirectly, to any third person individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a "Person"), without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with the Director's service to the Company; provided, howeverunless required by law to disclose such information, that (i) in which case the Director shall have no provide the Company with written notice of such obligation requirement as far in advance of such anticipated disclosure as possible so as to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to enable the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws seek an appropriate protective order or governmental regulations or judicial or regulatory processconfidential treatment. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship TermDirector's service to the Company, the Director will shall promptly return supply to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data and any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available Director's service to the Director if requested by him Company, and any copies thereof in connection with any litigation against the Director under circumstances in which Director's (i) the Director demonstrates or capable of being reduced to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (iiDirector's) the confidentiality of the materials is preserved to the reasonable satisfaction of the Companypossession.

Appears in 1 contract

Samples: Agreement (Telewest Global Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, research programs and results, data, scientific concepts, inventions and technical informationinformation (collectively, “Company IP”), business and marketing plans, strategies, customer information, other information concerning the Company’s research and development activities, products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary useful to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Director Agreement (ASP Isotopes Inc.)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s 's position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s 's products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s 's industry other than as a result of the Director’s 's breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s 's direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s 's position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.Company.(b)

Appears in 1 contract

Samples: Independent Director Agreement (FISION Corp)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; providedprovided , howeverhowever , that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that that, the Company shall retain such materials and make them available to the Director if requested by him his in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Director Agreement (American Energy Development Corp.)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and an (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Executive Director Agreement (Key Link Assets Corp.)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.. Initials: MAC 2 of 17

Appears in 1 contract

Samples: Independent Director Agreement (Payment Data Systems Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that that, the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Director Agreement (Goenergy Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.. Initials:_____

Appears in 1 contract

Samples: Independent Director Agreement (Payment Data Systems Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to disclose the Company Company’s confidential information as required by applicable law, subpoena, court order or other legal or arbitral process, provided that, (1) the Director shall, to the extent practicable under permitted, first notify the circumstancesCompany of such compulsion so that the Company, if it desires and at its own expense, may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement and (2) if such a protective order or other remedy is not obtained or if the Company waives compliance with the terms of this Agreement, the Director shall disclose only that portion of confidential information as advised by counsel as legally required, and, at the Company’s expense, shall reasonably cooperate with the Company in its efforts to obtain a protective order or other assurance that confidential treatment will be accorded such information to the extent required by applicable laws or governmental regulations or judicial or regulatory processconfidential information. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy and/or, at the Company’s direction direction, destroy all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Independent Director Agreement (Riley Exploration - Permian, LLC)

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Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his her obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him her in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his her defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Independent Director Agreement (Cannabis Global, Inc.)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; providedprovided​ ​, however, however​ ,​ that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his her obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided provided​ that the Company shall retain such materials and make them available to the Director if requested by him her in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his her defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Independent Director Agreement (McTc Holdings, Inc.)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s 's position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s 's products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s 's industry other than as a result of the Director’s 's breach of his her obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s 's position with the Company during or prior to the Directorship Term, provided that that, the Company shall retain such materials and make them available to the Director if requested by him her in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his her defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Director Agreement (Dongsheng Pharmaceutical International Co., Ltd.)

Unauthorized Disclosure. The Director Employee agrees and understands that in the Director’s Employee's position with the Company, the Director Employee has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s 's products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director Employee agrees that during the Directorship Employment Term and thereafter, the Director Employee will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; providedPROVIDED, howeverHOWEVER, that (i) the Director Employee shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s Employee's breach of his obligations hereunder and (ii) the Director Employee may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Employment Term, the Director Employee will promptly return supply to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director Employee in the course or otherwise as a result of the Director’s position Employee's employment with the Company during or prior to the Directorship Employment Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Employment Agreement (Orion Power Holdings Inc)

Unauthorized Disclosure. The Director Employee agrees and understands that that, in the Director’s Employee's position with the Company, the Director has been and Employee will be exposed to and receive information relating to the confidential affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s 's services and products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director Except to the extent that the proper performance of the Employee's duties, services and responsibilities hereunder may require disclosure, and except as such information (i) was known to the Employee prior to his employment by the Company, (ii) was or becomes generally available to the public other than as a result of the disclosure by the Employee in violation of the provisions of this Section 8 (a), or (iii) is compelled to be disclosed by a court (or similar tribunal) of competent jurisdiction, the Employee agrees that during the Directorship Employment Term and thereafter, thereafter the Director Employee will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than except as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent may be required by applicable laws or governmental regulations or judicial or regulatory processlegal process from a court of competent jurisdiction. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Termthis Agreement, the Director Employee will promptly return supply to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director Employee in the course his capacity as an employee, officer, director, agent or otherwise as a result stockholder of the Director’s position with the Company during or prior to the Directorship Employment Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Employment Agreement (Valley National Gases Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s 's position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s 's products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s 's industry other than as a result of the Director’s 's breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or 4 regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s 's position with the Company during or prior to the Directorship Term, provided that that, the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation litigation, and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Orion Power Holdings Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.. Initials: KT 2 of 17

Appears in 1 contract

Samples: Independent Director Agreement (Payment Data Systems Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his his/her obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his his/her defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Independent Director Agreement (Snail, Inc.)

Unauthorized Disclosure. The Director Employee agrees and understands that that, in the DirectorEmployee’s position with the Company, the Director has been and Employee will be exposed to and receive information relating to the confidential affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s services and products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director Except to the extent that the proper performance of the Employee’s duties, services and responsibilities hereunder may require disclosure, and except as such information (i) was known to the Employee prior to his employment by the Company, (ii) was or becomes generally available to the public other than as a result of the disclosure by the Employee in violation of the provisions of this Section 7. (a), or (iii) is compelled to be disclosed by a court (or similar tribunal) of competent jurisdiction, the Employee agrees that during the Directorship Employment Term and thereafter, thereafter the Director Employee will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than except as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent may be required by applicable laws or governmental regulations or judicial or regulatory processlegal process from a court of competent jurisdiction. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Termthis Agreement, the Director Employee will promptly return supply to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director Employee in the course his capacity as an employee, officer, director, agent or otherwise as a result stockholder of the Director’s position with the Company during or prior to the Directorship Employment Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Stock Option Agreement (Valley National Gases Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and for a period of two (2) years thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to disclose the Company Company’s confidential information as required by applicable law, subpoena, court order or other legal or arbitral process, provided that, (1) the Director shall, to the extent practicable under permitted, first notify the circumstancesCompany of such compulsion so that the Company, if it desires and at its own expense, may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement and (2) if such a protective order or other remedy is not obtained or if the Company waives compliance with the terms of this Agreement, the Director shall disclose only that portion of confidential information as advised by counsel as legally required, and, at the Company’s expense, shall reasonably cooperate with the Company in its efforts to obtain a protective order or other assurance that confidential treatment will be accorded such information to the extent required by applicable laws or governmental regulations or judicial or regulatory processconfidential information. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy and/or, at the Company’s direction direction, destroy all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Independent Director Agreement (Tengasco Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.. Initials:

Appears in 1 contract

Samples: Independent Director Agreement (Usio, Inc.)

Unauthorized Disclosure. The Director Consultant agrees and understands that in during the Directorduration of this Agreement and Consultant’s position history with the Company, the Director Consultant has been and will be exposed to and has and will receive information relating to the confidential affairs of the CompanyCompany and its affiliates, including, but not limited towithout limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, practices of the Company and its affiliates and other forms of information considered by the Company and its affiliates to be confidential and or in the nature of trade secretssecrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). The Director Consultant agrees that at all times during the Directorship Term and thereafterduration of this Agreement, the Director will keep such information confidential and will Consultant shall not disclose such informationConfidential Information, either directly or indirectly, to any third person individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each, a “Person”) other than in connection with his provision of consulting services to the Company without the prior written consent of the Company; provided, however, that (i) the Director Company and shall have no not use or attempt to use any such obligation information in any manner other than in connection with his provision of consulting services to the extent Company, unless required by law to disclose such information is or becomes publicly known or generally known information, in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to which case Consultant shall provide the Company to the extent practicable under the circumstances, disclose with written notice of such information to the extent required by applicable laws or governmental regulations or judicial or regulatory processrequirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of this Agreement, to the Directorship Termextent requested by the Company, the Director will Consultant shall promptly return supply to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data and any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to Consultant during the Director duration of this Agreement, and any copies thereof in the course his (or otherwise as a result capable of the Director’s position with the Company during being reduced to his) possession; provided, however, that Consultant may retain his full rolodex or prior to the Directorship Term, provided that the Company shall retain such materials similar address and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Companytelephone directories.

Appears in 1 contract

Samples: Consulting Agreement (Geospace Technologies Corp)

Unauthorized Disclosure. The Director Employee agrees and understands that in the Director’s Employee's position with the Company, the Director Employee has been and will be exposed to and receive information relating to the confidential affairs of Investor, the Company, includingtheir Subsidiaries and/or Affiliates (as defined below), including but not limited to, to technical information, intellectual property, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practicespractices of Investor, the Company, their Subsidiaries and/or Affiliates and other forms of information considered by Investor or the Company to be confidential and or in the nature of trade secretssecrets (collectively, the "Confidential Information"). Confidential Information shall not include information which is (a) now, or hereafter becomes, through no act or failure to act on the part of Employee (except those performed in the ordinary course of the Company's business), generally known or available to the public, (b) rightfully received by the Employee from a third party without confidentiality restrictions, and (c) is independently developed by the Employee without reference to the Confidential Information. The Director Employee agrees that during the Directorship Services Term and thereafter, the Director Employee will keep such information the Confidential Information confidential and will not disclose such information, either directly or indirectly, except in the ordinary course of performance of the Company's business, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result Chairman of the Director’s breach of his obligations hereunder and (ii) Board or the Director mayBoard, after giving prior notice unless required to the Company to the extent practicable under the circumstances, disclose such information to the extent required do so by applicable laws law or governmental regulations or judicial or regulatory processcourt order. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Termthis Agreement, the Director Employee will promptly return surrender to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director Employee after the date on which he first performed services for the Company and is still in the course Employee's possession or otherwise as control. As used herein, "Affiliate" means, with respect to any person, any person directly or indirectly controlling, controlled by, or under common control with such person. For a result period of 6 months following the end of the Director’s position with Employee's performance of services for the Company, the Company during will redirect all personal email received at stephan@webgenesis.com or prior stexxxx@xxxx.xxxxxxxx.xxx to xx xxxxx xxxxxxx xxxxxxxxd by the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the CompanyEmployee.

Appears in 1 contract

Samples: Employment Agreement (Theglobe Com Inc)

Unauthorized Disclosure. The Director Employee agrees and understands that in the Director’s Employee's position with the Company, the Director Employee has been and will be exposed to and receive information relating to the confidential affairs of Investor, the Company, includingtheir Subsidiaries and/or Affiliates (as defined below), including but not limited to, to technical information, intellectual property, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practicespractices of Investor, the Company, their subsidiaries and/or Affiliates and other forms of information considered by Investor or the Company to be confidential and or in the nature of trade secretssecrets (collectively, the "Confidential Information"). Confidential Information shall not include information which is (a) now, or hereafter becomes, through no act or failure to act on the part of Employee (except those performed in the ordinary course of the Company's business), generally known or available to the public, (b) rightfully received by the Employee from a third party without confidentiality restrictions, and (c) is independently developed by the Employee without reference to the Confidential Information. The Director Employee agrees that during the Directorship Services Term and thereafter, the Director Employee will keep such information the Confidential Information confidential and will not disclose such information, either directly or indirectly, except in the ordinary course of performance of the Company's business, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result Chairman of the Director’s breach of his obligations hereunder and (ii) Board or the Director mayBoard, after giving prior notice unless required to the Company to the extent practicable under the circumstances, disclose such information to the extent required do so by applicable laws law or governmental regulations or judicial or regulatory processcourt order. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Termthis Agreement, the Director Employee will promptly return surrender to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director Employee after the date on which he first performed services for the Company and is still in the course Employee's possession or otherwise as control. As used herein, "Affiliate" means, with respect to any person, any person directly or indirectly controlling, controlled by, or under common control with such person. For a result period of 6 months following the end of the Director’s position with Employee's performance of services for the Company, the Company during will redirect all personal email received at todd@webgenesis.com or prior to todd@cxxx.xxxxxxxx.xxx xx an xxxxx xxxxxxx xxxxxxxxd by the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the CompanyEmployee.

Appears in 1 contract

Samples: Employment Agreement (Theglobe Com Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s 's position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s 's products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s 's industry other than as a result of the Director’s 's breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s 's position with the Company during or prior to the Directorship Term, provided that that, the Company shall retain such materials and make them available to the Director if requested by him his in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation litigation, and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Director Agreement (Aivtech International Group Co.)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive nonpublic information and information relating to the confidential affairs of the CompanyCompany and its affiliates (the “Protected Information”), including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be nonpublic, confidential and in the nature of trade secrets. The Director agrees that any Protected Information shall be used only in furtherance of the performance of the Director’s position with the Company and in the best interest of the Company. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his his/her obligations hereunder and (ii) the Director may, may after giving airing prior notice to the Company to the extent practicable under the circumstances, circumstances disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that that, the Company shall retain such materials and make them available to the Director if requested by him him/her in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his his/her defense in the litigation litigation, and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Director Agreement (Rowl, Inc.)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.. Initials: PGK 2 of 17

Appears in 1 contract

Samples: Independent Director Agreement (Payment Data Systems Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, services, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential confidential, and proprietary and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable and lawful under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company. Nothing contained herein shall be deemed to preclude or restrict the Director from making any legally required disclosures or from making disclosures pursuant to any whistleblower or similar statutory or regulatory regime.

Appears in 1 contract

Samples: Director Agreement (Conversion Labs, Inc.)

Unauthorized Disclosure. The Director Xxxxx agrees and understands that in the Director’s his position with the Company, the Director Xxxxx has been and will be exposed to and has and will receive information relating to the confidential affairs of the CompanyCompany and its affiliates, including, including but not limited to, to technical information, intellectual property, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practicespractices of the Company, its affiliates, and other forms of information considered by the Company to be confidential and in the nature of trade secretssecrets ("Confidential Information"). The Director Xxxxx agrees that during the Directorship Term Consulting Period and thereafter, the Director will keep such information confidential and Xxxxx will not disclose such informationConfidential Information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director Xxxxx shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s Xxxxx'x breach of his obligations hereunder and (ii) the Director Xxxxx may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws law or governmental regulations regulation or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon the later of termination of the Directorship TermConsulting Period, or the Director will conclusion of his service as a director of the Company, Xxxxx will, to the extent requested by the Company in writing, promptly return supply to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company Xxxxx during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to Consulting Period or his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction service as a director of the Company.

Appears in 1 contract

Samples: Consulting Agreement (Curtiss Wright Corp)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, services, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential confidential, and proprietary and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him her in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Director Agreement (Sports Field Holdings, Inc.)

Unauthorized Disclosure. The Director Consultant agrees and understands that in the Director’s position with course of providing Services for the Company, the Director has been and Consultant will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, research programs and results, data, scientific concepts, inventions and technical informationinformation (collectively, "Company IP"), business and marketing plans, strategies, customer information, other information concerning the Company’s research and development activities, products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director Consultant agrees that during the Directorship Term and thereafter, the Director Consultant will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person party or entity without the prior written consent of the Company; provided, however, that (i) the Director Consultant shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the DirectorConsultant’s breach of his obligations hereunder and (ii) the Director Consultant may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director Consultant will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director Consultant in the course or otherwise as a result of the DirectorConsultant’s position with the Company during or prior to the Directorship TermCompany, provided that the Company shall retain such materials and make them available to the Director Consultant if requested by him in connection with any litigation against the Director Consultant under circumstances in which (i) the Director Consultant demonstrates to the reasonable satisfaction of the Company that the materials are necessary useful to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Consulting Agreement (Healthtech Solutions, Inc./Ut)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws Jaws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical - or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Independent Director Agreement (Hightimes Holding Corp.)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s productsproducts and/or services, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and proprietary and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Director Agreement (American Scientific Resources Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s 's position with the Company, the Director has been and will be exposed to and receive nonpublic information and information relating to the confidential affairs of the CompanyCompany and its affiliates (the “Protected Information”), including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s 's products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be nonpublic, confidential and in the nature of trade secrets. The Director agrees that any Protected Information shall be used only in furtherance of the performance of the Director’s position with the Company and in the best interest of the Company. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s 's industry other than as a result of the Director’s 's breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s 's position with the Company during or prior to the Directorship Term, provided that that, the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation litigation, and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Director Agreement (MobileBits Holdings Corp)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director additionally agrees to not disclose any information regarding the Board of the Company whether it be subjects of Board meetings, Board discussions and correspondence, Board opinions, or any other information disseminated by any of the Board of Director in their capacity as directors of the Company. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product products or documentdocuments, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that that, the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Independent Director Agreement (Genspera Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his their obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his their defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Director Agreement (Gryphon Digital Mining, Inc.)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his her obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him her in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his her defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company. The Director may maintain information required for tax reporting purposes and have access to company files for the same if required.

Appears in 1 contract

Samples: Board of Directors Services Agreement (Healing Co Inc.)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s 's position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the CompanyCompany (the “Protected Information”), including, including but not limited to, to technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s 's products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that any Protected Information shall be used only in furtherance of the performance of the Director’s position with the Company and in the best interest of the Company. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s 's industry other than as a result of the Director’s 's breach of his or her obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, data or any other tangible product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s 's position with the Company during or prior to the Directorship Term, provided that that, the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his or her defense in the litigation litigation, and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Independent Director Agreement (Wiki Group, Inc.)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.. Initials:____

Appears in 1 contract

Samples: Independent Director Agreement (Payment Data Systems Inc)

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director additionally agrees to not disclose any information regarding the Board of the Company whether it be subjects of Board meetings, Board discussions and correspondence, Board opinions, or any other information disseminated by any of the Board of Director in their capacity as directors of the Company. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product products or documentdocuments, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that that, the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Independent Director Agreement (Neuralstem, Inc.)

Unauthorized Disclosure. The An Independent Director agrees and understands that in the Independent Director’s position with the Company, the Independent Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Independent Director agrees that during the Directorship Term and thereafter, the Independent Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Independent Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Independent Director’s breach of his obligations hereunder and (ii) the Independent Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Independent Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Independent Director in the course or otherwise as a result of the Independent Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Independent Director if requested by him in connection with any litigation against the Independent Director under circumstances in which (i) the Independent Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

Appears in 1 contract

Samples: Director Agreement (Innovative Food Holdings Inc)

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