Confidentiality Agreement Sample Contracts

Confidentiality Agreement Xerox Corporation (May 15th, 2018)

This letter agreement shall become effective upon the appointment of any Deason Designee to the Board of Directors (the Board) of Xerox Corporation (the Company). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Director Appointment, Nomination and Settlement Agreement (the Settlement Agreement), dated as of May 13, 2018, as amended, by and among the Company, Deason, the Icahn Group and the Existing Directors. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, an Deason Designee may, if and to the extent he or she desires to do so, disclose information he or she obtains while serving as a member of the Board to you and your Representatives (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement. As a result, you may receive certain non-public information regarding the Company. You

Confidentiality Agreement Xerox Corporation (May 15th, 2018)

This letter agreement shall become effective upon the appointment of any Icahn Designee to the Board of Directors (the Board) of Xerox Corporation (the Company). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Director Appointment, Nomination and Settlement Agreement (the Settlement Agreement), dated as of May 13, 2018, as amended, by and among the Company, Darwin Deason, the Icahn Group and the Existing Directors. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, an Icahn Designee may, if and to the extent he or she desires to do so, disclose information he or she obtains while serving as a member of the Board to you and your Representatives (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement. As a result, you may receive certain non-public information regarding the Company.

Northwest Indiana Bancorp – Non-Solicitation and Confidentiality Agreement (May 9th, 2018)

This Non-Solicitation and Confidentiality Agreement ("Agreement") is made on this ___ day of ____, between _______ _______________ (the "Employee") and Peoples Bank SB (the "Peoples" or "Bank"). In consideration of Employee's employment and continued employment, the payment of remuneration and benefits by the Bank and the Bank's promise to provide Employee with access to customers, Confidential Information and trade secrets, which the parties recognize to be good, valuable and sufficient consideration for the Agreement, Employee and the Bank agree as follows:

Aratana Therapeutics Inc. – Form of Non-Employee Director Confidentiality Agreement (May 4th, 2018)

In connection with my nomination and service as a member of the board of directors (a "Director") of Aratana Therapeutics, Inc., a Delaware corporation (the "Company"), I hereby agree with the Company as follows:

Non-Competition, Non-Solicitation and Confidentiality Agreement (May 2nd, 2018)

You have been granted a Contingent Stock Performance Award and a Non-Qualified Stock Option Grant, (collectively, the "Award") subject to the terms of the Company's Restated 2003 Stock Incentive Performance Plan (the "Plan") and Contingent Stock Performance Award Agreement and Stock Option Agreement for Employees between you and the Company. As the Award states, to be entitled to any payment under the Award, you must accept the Award and agree to comply with the terms and conditions of this Agreement.

Schneider National, Inc. – Re: Confidentiality Agreement (April 30th, 2018)

As an important employee of the Schneider organization, you have and will have access to certain "Confidential Information" and "Trade Secrets," which are defined below. Such Confidential Information and Trade Secrets have been developed and maintained through the investment of considerable time, effort and expense by Schneider and represent significant corporate assets of Schneider. Such Confidential Information must be subject to reasonable safeguards and protections such as protections against its unauthorized or improper use or disclosure. This letter represents an important aspect of protection of Confidential Information as set forth in this Confidentiality Agreement ("Agreement").

Scholar Rock Holding Corp – EXHIBIT a Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement in Consideration and as a Condition of My Employment by Scholar Rock LLC, a Delaware Limited Liability Company (Along With Its Affiliates the "Company"), I Hereby Agree as Follows: I. Proprietary Information. I Agree That All Company and Use My Best Efforts to Prevent the Unauthorized Disclosure of All Proprietary Information, Whether or Not in Writing, Whether or Not Disclosed Before or After I Was First Employed by the Company, Concerning the Company's Business, Technology, Business Relationships or Financi (April 27th, 2018)
Scholar Rock Holding Corp – EXIDBIT a Non-Competition, Non-Solicitation, Co Nfidentiality and Assignment Agreement in Consideration and as a Condition of My Employment by Scholar Rock LLC, a Delaware Limited L Iability Company (Along With Its Affil I Ates the "Company"), I Hereby Agree as Follows: I. P*oprietary Information . I Agree That All Compa Ny and Use M Y Best Efforts to Prevent the Information, W Hether or Not in Writing, Whether or Not Disclosed Before or After I Was First Employed by the Company, Concerning the Company's Business, Technology, Business Relationships or Financial Affairs That the Company Has Not (April 27th, 2018)
Scholar Rock Holding Corp – SCHOLAR ROCK, LLC Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement in Consideration and as a Condition of My Employment, Continued Employment by or Other Service Relationship With Scholar Rock, LLC (Along With Its Parents, Subsidiaries, Affiliates, Successors and Assigns, the Company), I Agree to the Terms and Conditions of This Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement (The Agreement). For Purposes of This Agreement, References to the Employment Relationship Shall Mean Any Employment, Co-Employment, Independent Con (April 27th, 2018)
Scholar Rock Holding Corp – EXHIBIT a Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement in Consideration and as a Condition of My Employment by Scholar Rock LLC, a Delaware Limited Liability Company (Along With Its Affiliates the "Company"), I Hereby Agree as Follows: I. Proprietary Information. I Agree That All Company and Use My Best Efforts to Prevent the Unauthorized Disclosure of All Proprietary Information, Whether or Not in Writing, Whether or Not Disclosed Before or After I Was First Employed by the Company, Concerning the Company's Business, Technology, Business Relationships or Financi (March 26th, 2018)
Scholar Rock Holding Corp – EXIDBIT a Non-Competition, Non-Solicitation, Co Nfidentiality and Assignment Agreement in Consideration and as a Condition of My Employment by Scholar Rock LLC, a Delaware Limited L Iability Company (Along With Its Affil I Ates the "Company"), I Hereby Agree as Follows: I. P*oprietary Information . I Agree That All Compa Ny and Use M Y Best Efforts to Prevent the Information, W Hether or Not in Writing, Whether or Not Disclosed Before or After I Was First Employed by the Company, Concerning the Company's Business, Technology, Business Relationships or Financial Affairs That the Company Has Not (March 26th, 2018)
Scholar Rock Holding Corp – SCHOLAR ROCK, LLC Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement in Consideration and as a Condition of My Employment, Continued Employment by or Other Service Relationship With Scholar Rock, LLC (Along With Its Parents, Subsidiaries, Affiliates, Successors and Assigns, the Company), I Agree to the Terms and Conditions of This Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement (The Agreement). For Purposes of This Agreement, References to the Employment Relationship Shall Mean Any Employment, Co-Employment, Independent Con (March 26th, 2018)
Employment Non-Compete, Non-Solicit and Confidentiality Agreement (March 16th, 2018)

This EMPLOYMENT NON-COMPETE, NON-SOLICIT AND CONFIDENTIALITY AGREEMENT (Agreement) is entered into between Citi Trends, Inc., including its subsidiaries, affiliates, divisions, successors, and related entities (Company), and Bruce D. Smith (Employee), effective as of the date signed by Employee below.

Employment Non-Compete, Non-Solicit and Confidentiality Agreement (March 16th, 2018)

This EMPLOYMENT NON-COMPETE, NON-SOLICIT AND CONFIDENTIALITY AGREEMENT (Agreement) is entered into between Citi Trends, Inc., including its subsidiaries, affiliates, divisions, successors, and related entities (Company), and Stuart Clifford (Employee), effective as of the date signed by Employee below.

American Renal Associates Holdings, Inc. – Vice Presidents, Regional Directors, Directors & Officers Non-Solicitation, Non-Competition and Confidentiality Agreement (March 6th, 2018)

This VICE PRESIDENTS, REGIONAL DIRECTORS, DIRECTORS & OFFICERS NON-SOLICIATION, NON-COMPETITION AND CONFIDENTIALITY AGREEMENT (the "Agreement") is entered into as of the 6th day of March 2018, and made effective as of June 19, 2017 (the "Effective Date"), by and between American Renal Associates LLC, a Delaware limited liability company, American Renal Holdings, Inc. ("ARH"), American Renal Management LLC (the "Company"), and their affiliated subsidiaries, parents, and related or joint venture entities (collectively "ARA"), and the employee executing this Agreement ("Employee").

oncothyreon – Amendment to Employee Invention Assignment and Confidentiality Agreement (February 7th, 2018)

THIS AMENDMENT TO EMPLOYEE INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT (this Amendment), dated as of ____________, 2018 (the Amendment Date), is entered into by and between Cascadian Therapeutics, Inc. (the Company) and Scott Myers (Executive).

And CONFIDENTIALITY AGREEMENT (Amended and Restated Effective as of April 1, 2018) (January 16th, 2018)

THIS AMENDED AND RESTATED EMPLOYMENT, NON-COMPETE AND CONFIDENTIALITY AGREEMENT ("Agreement"), is entered into between Richard A. Montoni (the "Employee") and MAXIMUS, Inc., a Virginia corporation with its principal place of business in Reston, Virginia (the "Corporation") with reference to the following:

Leggett & Platt – Non-Compete and Confidentiality Agreement (December 6th, 2017)

This Non-Compete and Confidentiality Agreement (this Agreement) is effective as of the 1st day of January, 2018 between Leggett & Platt, Incorporated (Company), a Missouri corporation, and Jack Crusa (Executive).

Global Indemnity – Confidentiality Agreement (November 9th, 2017)

This agreement is between Fox Paine & Co, LLC (Recipient), and Global Indemnity Limited, a Cayman company, on behalf of itself and its subsidiaries (collectively, GBLI or the Company).

Sogou Inc. – Form of Confidentiality Agreement (October 13th, 2017)

In accordance with the Labor Law of the Peoples Republic of China and other laws and regulations on the protection of business secrets of enterprises, this agreement is made and entered into by and between Party A and Party B through friendly negotiations on an equal footing.

Advanced Drainage Systems, Inc. – Confidentiality Agreement (August 17th, 2017)

This Confidentiality Agreement (this "Agreement") is entered into effective as of August 14, 2017 (the "Effective Date") by and between ADVANCED DRAINAGE SYSTEMS, INC., a Delaware corporation (the "Company"), and JOSEPH A. CHLAPATY ("Mr. Chlapaty").

Sogou Inc. – Form of Confidentiality Agreement (August 14th, 2017)

In accordance with the Labor Law of the Peoples Republic of China and other laws and regulations on the protection of business secrets of enterprises, this agreement is made and entered into by and between Party A and Party B through friendly negotiations on an equal footing.

Non-Competition, Non-Solicitation and Confidentiality Agreement (August 2nd, 2017)

You have been granted a Contingent Stock Performance Award and a Non-Qualified Stock Option Grant, (collectively, the "Award") subject to the terms of the Company's Restated 2003 Stock Incentive Performance Plan (the "Plan") and Contingent Stock Performance Award Agreement and Stock Option Agreement for Employees between you and the Company. As the Award states, to be entitled to any payment under the Award, you must accept the Award and agree to comply with the terms and conditions of this Agreement.

Ashford Hospitality Prime, Inc. – Form of Director Confidentiality Agreement (July 7th, 2017)
Baxter International – Non-Competition, Non-Solicitation, and Confidentiality Agreement (April 14th, 2017)

This Non-Competition, Non-Solicitation, and Confidentiality Agreement (Agreement) is entered into between me, [EMPLOYEE NAME], and Baxter International Inc., a Delaware corporation with its principal place of business in Illinois.

United Realty Trust Inc – Shareholder Voting Support and Confidentiality Agreement (April 3rd, 2017)

SHAREHOLDER VOTING SUPPORT AND CONFIDENTIALITY AGREEMENT (this "Agreement"), dated as of March 31, 2017, by and among First Capital Real Estate Trust Incorporated, a Maryland corporation ("First Capital"), and those holders of securities of PhotoMedex, Inc. a Nevada corporation (the "Company"), listed on Schedule I annexed hereto (each a "Stockholder" and collectively, the Stockholders").

Cloudera, Inc. – Confidentiality Agreement (March 31st, 2017)

This Confidentiality Agreement (the "Agreement") is entered into as of March 21, 2014 (the "Effective Date") by and between Intel Corporation ("Intel") and Cloudera, Inc. ("Cloudera," and, together with Intel, each a "Party" or together the "Parties").

Schneider National, Inc. – Re: Confidentiality Agreement (March 7th, 2017)

As a key employee of the Schneider organization, and as a member of the Enterprise Leadership Circle, you have and will have access to certain Confidential Information and Trade Secrets, which are defined below. Such Confidential Information and Trade Secrets have been developed and maintained through the investment of considerable time, effort and expense by Schneider and represent significant corporate assets of Schneider. Such Confidential Information must be subject to reasonable safeguards and protections such as protections against its unauthorized or improper use or disclosure. This letter represents an important aspect of protection of Confidential Information as set forth in this Confidentiality Agreement (Agreement).

Schneider National, Inc. – Re: Key Employee Confidentiality Agreement (March 7th, 2017)

As a key employee of the Schneider organization, you have and will have access to certain Confidential Information and Trade Secrets, which are defined below. Such Confidential Information and Trade Secrets have been developed and maintained through the investment of considerable time, effort and expense by Schneider and represent significant corporate assets of Schneider. Such Confidential Information must be subject to reasonable safeguards and protections such as protections against its unauthorized or improper use or disclosure. This letter represents an important aspect of protection of Confidential Information as set forth in this Confidentiality Agreement (Agreement).

Loyalty and Confidentiality Agreement (March 1st, 2017)

THIS LOYALTY AND CONFIDENTIALITY AGREEMENT ("Agreement") is entered into on ______________ between the undersigned individual ("the Employee") and Rent-A-Center, Inc., together with its subsidiaries and affiliates whether hereafter acquired or formed ("the Company"), Company and Employee collectively will be referred to as the parties. As a condition of employment, in exchange for the opportunity to participate in the 2006 Amended and Restated Long Term Incentive Plan of Rent-A-Center, Inc. ("LTIP"), for the mutual promises of the parties herein, and for other good and valuable consideration, each of which is independently sufficient to support this Agreement, the parties agree as follows:

Associate Confidentiality Agreement (February 27th, 2017)

WHEREAS ADS Alliance Data Systems, Inc. and its Affiliates ("Alliance Data") provide loyalty and marketing services to their clients, including, but is not limited to, the underwriting on consumer credit card loans, portfolio management and risk management, development and management of one to one and coalition loyalty programs, both online and offline, CRM consulting and strategic planning, database building and management; analytics and modeling; campaign management; and direct marketing (collectively, "Alliance Data's Business"); and

This Document Shall Be Kept Confidential Pursuant to the Terms of the Confidentiality Agreements Entered Into by the Recipient Hereof And, if Applicable, Its Affiliates, With Respect to the Subject Matter Hereof. (November 2nd, 2016)

This PURCHASE AND SALE AGREEMENT (this "Agreement") is dated as of September 13, 2016 and is by and between AEP Generation Resources Inc., a Delaware corporation ("Generation Resources") and AEP Generating Company, an Ohio corporation ("Generating Company", together with Generation Resources, "Sellers" and each a "Seller") and Burgundy Power LLC, a limited liability company organized under the Laws of the state of Delaware ("Buyer").

Non-Solicitation and Confidentiality Agreement (October 5th, 2016)

This NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT (this "Agreement") is entered into as of October 2, 2016 (the "Signing Date"), by and among (i) Octavius Corporation, a Delaware corporation ("Buyer"), (ii) Winnebago Industries, Inc., an Iowa corporation ("Parent"), (iii) Grand Design RV, LLC, an Indiana limited liability company (the "Company" and together with Buyer and Parent, also referred to herein as a "Protected Party" and the "Protected Parties"), (iv) Summit Partners Growth Equity Fund VIII-B, L.P., a Delaware limited partnership ("Blocker Seller"), and (v) Summit Partners Growth Equity Fund VIII-A, L.P., Summit Partners Entrepreneur Advisors Fund I, L.P., Summit Investors I, LLC, Summit Investors I (UK), L.P. and SP GE VIII-B GD RV Holdings, L.P. (collectively, the "Summit Sellers") (each party in clause (iv) and this clause (v), a "Restricted Party" and, collectively, the "Restricted Parties").

Confidentiality Agreement (October 4th, 2016)

In order to allow Richard T. McGuire III, Marcato Capital Management LP, Marcato, L.P., Marcato II, L.P., and Marcato International Master Fund, Ltd. (collectively, "you") to evaluate a possible transaction (the "Proposed Transaction") between you and Sotheby's (the "Company"), the Company is prepared to inform you, following your execution and delivery to us of this letter agreement, of certain non-public information concerning the Company (such information, the "Evaluation Material"). You acknowledge that the Evaluation Material furnished to you may include information that, at the time it is furnished to you, may be deemed to constitute "material, non-public information" concerning the Company, its affiliates or its securities ("MNPI").

Tapioca Corp – Confidentiality Agreement (September 30th, 2016)

The confidentiality agreement (the "agreement") is concluded by the following two parties in Changning District of Shanghai on May 30, 2016: