Common use of Unauthorized Disclosure Clause in Contracts

Unauthorized Disclosure. During the term of the Executive's employment with the Company, and during the two-year period following the Termination Date, the Executive shall not make any Unauthorized Disclosure. For purposes of this Agreement, "Unauthorized Disclosure" shall mean disclosure by the Executive without the consent of the Board to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company or as may be legally required, of any confidential information obtained by the Executive while in the employ of the Company (including, but not limited to, any confidential information with respect to any of the Company's customers or methods of operation) the disclosure of which he knows or has reason to believe will be materially injurious to the Company; provided, however, that such term shall not include the use or disclosure by the Executive, without consent, of any information known generally to the public (other than as a result of disclosure by him in violation of this Section 9) or any information not otherwise considered confidential by a reasonable person engaged in the same business as that conducted by the Company. Notwithstanding the foregoing, the Executive's obligation hereunder not to make any Unauthorized Disclosure shall continue after the end of the two-year period following his termination of employment with the Company as regards any information which is a trade secret as defined in Section 134.90 of the Wisconsin Statutes. In no event shall an asserted violation of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

Appears in 9 contracts

Samples: Change of Control Agreement (Marshall & Ilsley Corp/Wi/), Change of Control Agreement (Marshall & Ilsley Corp/Wi/), Change of Control Agreement (Marshall & Ilsley Corp/Wi/)

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Unauthorized Disclosure. During the term of the Executive's ’s employment with the Company, and during the two-year period following the Termination Date, the Executive shall not make any Unauthorized Disclosure. For purposes of this Agreement, "Unauthorized Disclosure" shall mean disclosure by the Executive without the consent of the Board to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company or as may be legally required, of any confidential information obtained by the Executive while in the employ of the Company (including, but not limited to, any confidential information with respect to any of the Company's ’s customers or methods of operation) the disclosure of which he knows or has reason to believe will be materially injurious to the Company; provided, however, that such term shall not include the use or disclosure by the Executive, without consent, of any information known generally to the public (other than as a result of disclosure by him in violation of this Section 9) or any information not otherwise considered confidential by a reasonable person engaged in the same business as that conducted by the Company. Notwithstanding the foregoing, the Executive's ’s obligation hereunder not to make any Unauthorized Disclosure shall continue after the end of the two-year period following his termination of employment with the Company as regards any information which is a trade secret as defined in Section 134.90 of the Wisconsin Statutes. In no event shall an asserted violation of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

Appears in 9 contracts

Samples: Change of Control Agreement (Marshall & Ilsley Corp/Wi/), Change of Control Agreement (Marshall & Ilsley Corp), Change of Control Agreement (Marshall & Ilsley Corp/Wi/)

Unauthorized Disclosure. During the term of the Executive's ’s employment with the Companya Metavante Group Member, and during the two-two (2) year period following the Termination Date, the Executive shall not make any Unauthorized Disclosure. For purposes of this Agreement, "Unauthorized Disclosure" shall mean disclosure by the Executive without the consent of the Board to any person, other than an employee of the Company a Metavante Group Member or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his Executive’s duties as an executive of the Company a Metavante Group Member or as may be legally required, of any confidential information obtained by the Executive while in the employ of the Company a Metavante Group Member (including, but not limited to, any confidential information with respect to any of the Company's Metavante Group’s customers or methods of operation) the disclosure of which he knows or has reason to believe will be materially injurious to the CompanyMetavante Group; provided, however, that such the term “Unauthorized Disclosure” shall not include the use or disclosure by the Executive, without consent, of any information known generally to the public (other than as a result of disclosure by him in violation of this Section 9) or any information not otherwise considered confidential by a reasonable person engaged in the same business as that conducted by the CompanyMetavante Group. Notwithstanding the foregoing, the Executive's ’s obligation hereunder not to make any Unauthorized Disclosure shall continue after the end of the two-year period following his Executive’s termination of employment with the Company Metavante Group as regards any information which is a trade secret as defined in Section 134.90 of the Wisconsin Statutes. In no event shall an asserted violation of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

Appears in 5 contracts

Samples: Change of Control Agreement (Metavante Technologies, Inc.), Change of Control Agreement (Metavante Technologies, Inc.), Change of Control Agreement (Metavante Technologies, Inc.)

Unauthorized Disclosure. During the term of the Executive's employment with the Company, and during the two-year period following the Termination Date, the The Executive shall not make any Unauthorized DisclosureDisclosure while employed by the Company and for the two-year period subsequent to the termination of his employment with the Company. For purposes of this Agreement, "Unauthorized Disclosure" shall mean disclosure by the Executive without the consent of the Board to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company or as may be legally required, of any confidential information obtained by the Executive while in the employ of the Company (including, but not limited to, any confidential information with respect to any of the Company's customers or methods of operation) the disclosure of which he knows or has reason to believe will be materially injurious to the Company; provided, however, that such term shall not include the use or disclosure by the Executive, without consent, of any information known generally to the public (other than as a result of disclosure by him in violation of this Section 9) or any information not otherwise considered confidential by a reasonable person engaged in the same business as that conducted by the Company. Notwithstanding the foregoing, the Executive's obligation hereunder not to make any Unauthorized Disclosure shall continue after the end of the two-year period following his termination of employment with the Company as regards any information which is a trade secret as defined in Section 134.90 of the Wisconsin Statutes. In no event shall an asserted violation of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

Appears in 3 contracts

Samples: Employment Agreement (Marshall & Ilsley Corp/Wi/), Employment Agreement (Marshall & Ilsley Corp/Wi/), Employment Agreement (Marshall & Ilsley Corp/Wi/)

Unauthorized Disclosure. During the term of the Executive's employment ----------------------- with the Company, and during the two-year period following the Termination Date, the Executive shall not make any Unauthorized Disclosure. For purposes of this Agreement, "Unauthorized Disclosure" shall mean disclosure by the Executive without the consent of the Board to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company or as may be legally required, of any confidential information obtained by the Executive while in the employ of the Company (including, but not limited to, any confidential information with respect to any of the Company's customers or methods of operation) the disclosure of which he knows or has reason to believe will be materially injurious to the Company; provided, -------- however, that such term shall not include the use or disclosure by the ------- Executive, without consent, of any information known generally to the public (other than as a result of disclosure by him in violation of this Section 9) or any information not otherwise considered confidential by a reasonable person engaged in the same business as that conducted by the Company. Notwithstanding the foregoing, the Executive's obligation hereunder not to make any Unauthorized Disclosure shall continue after the end of the two-year period following his termination of employment with the Company as regards any information which is a trade secret as defined in Section 134.90 of the Wisconsin Statutes. In no event shall an asserted violation of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

Appears in 2 contracts

Samples: Change of Control Agreement (Metavante Corp), Agreement (Metavante Corp)

Unauthorized Disclosure. During the term of the Executive's ----------------------- employment with the Company, and during the two-year period following the Termination Date, the Executive shall not make any Unauthorized Disclosure. For purposes of this Agreement, "Unauthorized Disclosure" shall mean disclosure by the Executive without the consent of the Board to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company or as may be legally required, of any confidential information obtained by the Executive while in the employ of the Company (including, but not limited to, any confidential information with respect to any of the Company's customers or methods of operation) the disclosure of which he knows or has reason to believe will be materially injurious to the Company; provided, however, that such term shall not -------- ------- include the use or disclosure by the Executive, without consent, of any information known generally to the public (other than as a result of disclosure by him in violation of this Section 9) or any information not otherwise considered confidential by a reasonable person engaged in the same business as that conducted by the Company. Notwithstanding the foregoing, the Executive's obligation hereunder not to make any Unauthorized Disclosure shall continue after the end of the two-year period following his termination of employment with the Company as regards any information which is a trade secret as defined in Section 134.90 of the Wisconsin Statutes. In no event shall an asserted violation of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

Appears in 2 contracts

Samples: Change of Control Agreement (Marshall & Ilsley Corp/Wi/), Change of Control Agreement (Marshall & Ilsley Corp/Wi/)

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Unauthorized Disclosure. During the term of the Executive's ----------------------- employment with the Company, and during the two-year period following the Termination Date, the Executive shall not make any Unauthorized Disclosure. For purposes of this Agreement, "Unauthorized Disclosure" shall mean disclosure by the Executive without the consent of the Board to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company or as may be legally required, of any confidential information obtained by the Executive while in the employ of the Company (including, but not limited to, any confidential information with respect to any of the Company's customers or methods of operation) the disclosure of which he knows or has reason to believe will be materially injurious to the Company; provided, however, that such term shall not include -------- ------- the use or disclosure by the Executive, without consent, of any information known generally to the public (other than as a result of disclosure by him in violation of this Section 9) or any information not otherwise considered confidential by a reasonable person engaged in the same business as that conducted by the Company. Notwithstanding the foregoing, the Executive's obligation hereunder not to make any Unauthorized Disclosure shall continue after the end of the two-year period following his termination of employment with the Company as regards any information which is a trade secret as defined in Section 134.90 of the Wisconsin Statutes. In no event shall an asserted violation of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

Appears in 2 contracts

Samples: Change of Control Agreement (Marshall & Ilsley Corp/Wi/), Change of Control Agreement (Marshall & Ilsley Corp/Wi/)

Unauthorized Disclosure. During the term of the Executive's employment with the CompanyMetavante, and during the two-year period following the Termination Date, the Executive shall not make any Unauthorized Disclosure. For purposes of this Agreement, "Unauthorized Disclosure" shall mean disclosure by the Executive without the consent of the Board of M&I to any person, other than an employee of the Company Metavante or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company Metavante or as may be legally required, of any confidential information obtained by the Executive while in the employ of the Company Metavante (including, but not limited to, any confidential information with respect to any of the CompanyMetavante's customers or methods of operation) the disclosure of which he knows or has reason to believe will be materially injurious to the CompanyMetavante or M&I; provided, however, that such term shall not include the use or disclosure by the Executive, without consent, of any information known generally to the public (other than as a result of disclosure by him in violation of this Section 910) or any information not otherwise considered confidential by a reasonable person engaged in the same business as that conducted by the CompanyMetavante. Notwithstanding the foregoing, the Executive's obligation hereunder not to make any Unauthorized Disclosure shall continue after the end of the two-year period following his termination of employment with the Company Metavante as regards any information which is a trade secret as defined in Section 134.90 of the Wisconsin Statutes. In no event shall an asserted violation of this Section 9 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

Appears in 1 contract

Samples: Change of Control Agreement (Marshall & Ilsley Corp/Wi/)

Unauthorized Disclosure. During the term of the Executive's ’s employment with the Companya Metavante Group Member, and during the two-two (2) year period following the Termination Date, the Executive shall not make any Unauthorized Disclosure. For purposes of this Agreement, "Unauthorized Disclosure" shall mean disclosure by the Executive without the consent of the Board to any person, other than an employee of the Company a Metavante Group Member or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his Executive’s duties as an executive of the Company a Metavante Group Member or as may be legally required, of any confidential information obtained by the Executive while in the employ of the Company a Metavante Group Member (including, but not limited to, any confidential information with respect to any of the Company's Metavante Group’s customers or methods of operation) the disclosure of which he Executive knows or has reason to believe will be materially injurious to the CompanyMetavante Group; provided, however, that such the term “Unauthorized Disclosure” shall not include the use or disclosure by the Executive, without consent, of any information known generally to the public (other than as a result of disclosure by him in violation of this Section 9) or any information not otherwise considered confidential by a reasonable person engaged in the same business as that conducted by the CompanyMetavante Group. Notwithstanding the foregoing, the Executive's ’s obligation hereunder not to make any Unauthorized Disclosure shall continue after the end of the two-year period following his Executive’s termination of employment with the Company Metavante Group as regards any information which is a trade secret as defined in Section 134.90 of the Wisconsin Statutes. In no event shall an asserted violation of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

Appears in 1 contract

Samples: Change of Control Agreement (Metavante Technologies, Inc.)

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