Confidentiality & Non-Disparagement definition

Confidentiality & Non-Disparagement. Following my Separation Date, I agree to keep confidential all information regarding the Company’s business, operations, systems, finances, resources, customers, or prospects of the Company, and I further agree not to disclose any such confidential or proprietary business information without the prior written authorization of the Company, except pursuant to subpoena, judicial process, or court order, or if the information is in the public domain. I agree to immediately return to the Company all confidential and proprietary business information, as well as all files, memoranda, records, documents, computer records, copies of the foregoing, and other information related to the Company in my possession, custody, or control or in the possession, custody, or control of another to which I have access. This confidentiality agreement supplements, but in no way limits, the protections available to the Company under statutory or common law to protect its confidential information and trade secrets. I further agree not to disclose, publicize, or cause to be publicized any of this Agreement’s terms or conditions except as may be compelled by judicial process. Notwithstanding the foregoing, such nondisclosure does not include my attorney that I have chosen to seek advice from or to consult with regarding my decision to execute this Agreement. I further agree that I will not make any disparaging remarks (comments that are negative in nature and which portray a person or entity in a bad light or diminish its reputation in its industry or community) about the Company, its employees, officers, directors, and managers to anyone, including the public or the media. Should I breach my promises regarding confidentiality and non-disparagement, the Company may cancel any unpaid separation benefits. If I have already received my separation benefits and I breach my promises regarding confidentiality and non-disparagement, I agree to pay the Company liquidated damages equal to the amount of the Separation Pay outlined in Section I above, plus any other recoverable damages. My promises regarding confidentiality and non-disparagement are not intended to prevent cooperation through investigation, testimony or otherwise with any administrative agency or court, or as otherwise required by law. Tax Indemnification: I agree that I am solely responsible for the payment of all taxes and for the penalties and interest owing or determined to be owed by any appropriate taxing authority and that ...
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Examples of Confidentiality & Non-Disparagement in a sentence

  • As noted, the Confidentiality & Non-Disparagement Agreement prohibited the disclosure of confidential information regarding Mr. Schnatter.

  • That agreement expressly noted that, due to the inextricable link between Papa John’s and Mr. Schnatter for promotional purposes, Laundry Service was required to enter into the Confidentiality & Non-Disparagement Agreement as a precondition to working for Papa John’s.

  • The parties recognized this fact when they entered into the Confidentiality & Non-Disparagement Agreement.

  • The Confidentiality & Non-Disparagement Agreement contained provisions prohibiting both the disclosure of confidential information obtained during the course of Defendants’ work for Papa John’s and the use of any such information to disparage Mr. Schnatter.

  • The leak of the May 22 call breached the confidentiality and non-disparagement provisions of the Confidentiality & Non-Disparagement Agreement.

  • The more the KET agrees that his or her English listening comprehension has improved at less than the 0.001 level of significance, (r = 0.460); 6.

  • Good attendance is essential to ensure that students benefit from the maximum number of learning opportunities.

  • Confidentiality: ------------------------------------------------------ Non-Disparagement.

Related to Confidentiality & Non-Disparagement

  • Disparagement means making comments or statements to the press, the Company’s or its Affiliates’ employees, consultants or any individual or entity with whom the Company or its Affiliates has a business relationship which could reasonably be expected to adversely affect in any manner: (a) the conduct of the business of the Company or its Affiliates (including, without limitation, any products or business plans or prospects); or (b) the business reputation of the Company or its Affiliates, or any of their products, or their past or present officers, directors or employees.

  • Confidentiality Undertaking means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Borrower and the Agent.

  • Confidentiality Agreements is defined in Section 5.5(e) hereof.

  • Confidentiality Agreement has the meaning set forth in Section 6.3.

  • Confidentiality Period means, (A) with respect to Confidential Information (other than trade secrets), during the term of the Service Term and for a period of one (1) year after termination of the Service Term, and (B) with respect to trade secrets, during the term of the Service Term and for such period thereafter as the information in question falls within the definition of trade secrets under prevailing law.

  • Existing Confidentiality Agreement shall have the meaning given in Section 6.2.

  • Non-Disclosure Agreement has the meaning set forth in Section 12.16.

  • Acceptable Confidentiality Agreement means a confidentiality agreement that contains provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement; provided that such agreement and any related agreements shall not include any provision calling for any exclusive right to negotiate with such party or having the effect of prohibiting the Company from satisfying its obligations under this Agreement.

  • Noncompetition Agreement has the meaning stated in Section 2.1.

  • Confidential Information Breach This shall mean, generally, an instance where an unauthorized person or entity accesses Confidential Information in any manner, including but not limited to the following occurrences: (1) any Confidential Information that is not encrypted or protected is misplaced, lost, stolen or in any way compromised; (2)one or more third parties have had access to or taken control or possession of any Confidential Information that is not encrypted or protected without prior written authorization from the State; (3) the unauthorized acquisition of encrypted or protected Confidential Information together with the confidential process or key that is capable of compromising the integrity of the Confidential Information; or (4) if there is a substantial risk of identity theft or fraud to the Client Agency, the Contractor, DAS or State.

  • Nondisclosure Agreement has the meaning set forth in Section 7.05(a) hereof.

  • Confidentiality means that only people who are authorised to use the data can access it.

  • Non-Competition Agreement has the meaning set forth in Section 2.1 of this Agreement.

  • Noncompetition Agreements as defined in Section 2.8(a)(iv). "Occupational Safety and Health Law"--any law or regulation designed to provide safe and healthy working conditions and to reduce occupational safety and health hazards, and any program, whether governmental or private (including those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions.

  • Confidential and Proprietary Information means any information that is classified as confidential in the Firm’s Global Policy on Confidential Information or that may have intrinsic value to the Firm, the Firm’s clients or other parties with which the Firm has a relationship, or that may provide the Firm with a competitive advantage, including, without limitation, any trade secrets; inventions (whether or not patentable); formulas; flow charts; computer programs; access codes or other systems information; algorithms; technology and business processes; business, product or marketing plans; sales and other forecasts; financial information; client lists or other intellectual property; information relating to compensation and benefits; and public information that becomes proprietary as a result of the Firm’s compilation of that information for use in its business, provided that such Confidential and Proprietary Information does not include any information which is available for use by the general public or is generally available for use within the relevant business or industry other than as a result of your action. Confidential and Proprietary Information may be in any medium or form, including, without limitation, physical documents, computer files or discs, electronic communications, videotapes, audiotapes, and oral communications.

  • Proprietary Information shall have the same meaning as Confidential Information.

  • Internal confidentiality agreement or statement means a confidentiality agreement or any other written statement that the contractor requires any of its employees or subcontractors to sign regarding nondisclosure of contractor information, except that it does not include confidentiality agreements arising out of civil litigation or confidentiality agreements that contractor employees or subcontractors sign at the behest of a Federal agency.

  • Non-Competition Agreements has the meaning set forth in the Recitals.

  • Non-Competition Period means the period beginning at the end of the Term and ending one (1) year after the end of the Term.

  • Proprietary Information and Technology means any and all of the following: works of authorship, computer programs, source code and executable code, whether embodied in software, firmware or otherwise, assemblers, applets, compilers, user interfaces, application programming interfaces, protocols, architectures, documentation, annotations, comments, designs, files, records, schematics, test methodologies, test vectors, emulation and simulation tools and reports, hardware development tools, models, tooling, prototypes, breadboards and other devices, data, data structures, databases, data compilations and collections, inventions (whether or not patentable), invention disclosures, discoveries, improvements, technology, proprietary and confidential ideas and information, know-how and information maintained as trade secrets, tools, concepts, techniques, methods, processes, formulae, patterns, algorithms and specifications, customer lists and supplier lists and any and all instantiations or embodiments of the foregoing or any Intellectual Property Rights in any form and embodied in any media.

  • Confidential or Proprietary Information means any non-public information about the Company or any Affiliate thereof which was acquired by the Optionee during the Optionee’s employment with the Company or any Affiliate thereof and which has or is reasonably likely to have competitive value to the Company or any Affiliate thereof or to a Competitor, but excluding information that is or becomes generally available to the public other than as a result of a breach of this Agreement by the Optionee.

  • Noncompetition Period has the meaning set forth in Section 9.01.

  • Competitions means any competition comprised within the Event where the winner is awarded a prize. A Competition may be comprised of one or more qualification phase/sections, runs or heats, including official training sessions. In the FIS Rules, Competitions are sometimes also referred to as “races”.

  • Nonsolicitation Period means the Employment Period and a period ending eighteen months after the Date of Termination;

  • Continuing Disclosure Agreement means the Continuing Disclosure Agreement, as it may be modified from the form on file with the Clerk of Council and signed by the Mayor and the Fiscal Officer in accordance with Section 6, which shall constitute the continuing disclosure agreement made by the City for the benefit of holders and beneficial owners of the Bonds in accordance with the Rule.

  • State Confidential Information means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII, PHI, PCI, Tax Information, CJI, and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the State to Contractor which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Contractor without restrictions at the time of its disclosure to Contractor; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Contractor to the State; (iv) is disclosed to Contractor, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information.