Confidentiality and Non-Disparagement. Except as required to be publicly disclosed, Consultant and any associated personnel, consultants, advisors, professionals or other affiliates (collectively “Consultant Representatives”) agree to treat confidentially and to maintain in strict confidence the existence and terms of this Agreement. In the event that Consultant or Consultant Representatives become legally compelled to disclose any Confidential Information (as defined in the Non-Disclosure Agreement signed by the Parties), it will provide Company with reasonable notice so that Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of the Agreement. In the event that such protective order or other remedy is not obtained, or that Company waives compliance with the provisions of the Agreement, Consultant or Consultant Representatives will furnish only that portion of the Agreement that it is advised by opinion of counsel (reasonably acceptable to Company) is legally required and will endeavor to obtain assurance that confidential treatment will be accorded the remainder of the Agreement. Consultant and its Representatives further agree that they will not engage in any disparagement of the Company or any of its personnel, Board, consultants, advisors, professionals or other affiliates (collectively “Company Representatives”) in any written, oral or broadcast form in any medium whatsoever. Consultant and its Representatives acknowledge that money damages may be both incalculable and an insufficient remedy for any breach of this Section 5, and that any such breach would cause the Company and/or Company Representatives irreparable harm. Accordingly, Consultant agrees that in the event of any breach or threatened breach hereof by Consultant or by its Representatives of this Section 5, (i) the Company shall become entitled, in addition to any other available remedies at law, without the requirement to mitigate damages or take any other action, to equitable relief, including injunctive relief and specific performance without the posting of any bond or other security, and (ii) that the Company shall become entitled to terminate this Agreement and cease making any payments pursuant to Section 2(b) hereof that have not yet been paid, and (iii) depending upon the severity of the breach, Consultant shall, upon any such termination of this Agreement pursuant to this Section 5, forfeit to the Company within five business days following the date of such terminatio...
Confidentiality and Non-Disparagement a) Xxxxxxxx agrees not to disclose confidential, sensitive, or proprietary information concerning the Company obtained by him during his employment with the Company. For purposes of this Agreement, “confidential, sensitive, or proprietary” information would include, without limitation, all materials and information (whether written or not) about the Company’s services, products, processes, research, customers, personnel, finances, purchasing, sales, marketing, accounting, costs, pricing, improvements, discoveries, software, business methods and formulas, inventions, and other business aspects of the Company which are not generally known and accessible to the public at large or which provide the Company with a competitive advantage.
Confidentiality and Non-Disparagement. (a) Both parties agree to keep all confidential information expressed by a party (Confidential Information) confidential and to use such information only for the purposes of performance of their respective obligations under this Agreement.
Confidentiality and Non-Disparagement. Awardee agrees to maintain as confidential any non-public information that is shared with Awardee or obtained by Awardee about the Competition or its procedures and other candidates, including the identity of any alternate or other Awardees. Awardee agrees on behalf of itself and its principals not to disparage 43North, the Competition, its staff, judges, or Board of Directors in any public statement.
Confidentiality and Non-Disparagement. The Parties shall keep this Agreement confidential and shall not disclose its existence or the contents of this Agreement, and this Agreement shall not be offered or received in evidence, nor shall the Agreement be admissible in any trial or civil proceedings, except that its existence and contents may be disclosed (i) as may be required by subpoena or other legal process under applicable federal or state statutes or regulations, court order or in connection with its enforcement or as otherwise required by law; or (ii) in the ordinary course of business by any Party to a government or regulatory agency upon the request of such agency; or (iii) to the Parties’ respective accountants, auditors or attorneys (including in-house and outside counsel) on a confidential and need-to-know basis. Further, it is understood and agreed that Geospatial will disclose this Agreement via the filing of a Form 8-K with the Securities and Exchange Commission and will further disclose this Agreement in connection with its efforts to effect the Anticipated Capital Raise. Should any person or entity seek access to this Agreement from any Party, by request, subpoena or otherwise, such Party shall (a) promptly notify the other Party in writing to its attorney identified below of the requested access, (b) notify in writing the person or entity requesting access that this Agreement is confidential, and (c) prior to responding to any such request or subpoena, shall permit the other Party the time prescribed by any applicable statute or Rule of Civil Procedure to resist any efforts by any person or entity to obtain this Agreement from the Parties hereto. If any Party objects to disclosure, its undertaking to maintain confidentiality of the Agreement shall be at its own expense. Each of the Parties agrees that throughout the Deferral Period such Party shall not make or cause to be made any statements which disparage, are inimical to, or seek to damage the reputation of any other Party.
Confidentiality and Non-Disparagement. Employee promises not to disclose the contents of any Proprietary Information of the Company or any of its affiliates or subsidiaries. Proprietary Information shall mean information or material of the Company or any of its affiliates or subsidiaries (1) which is not generally available to or used by others or (2) the utility or value of which is not generally known or recognized as standard practice, whether or not the underlying details are in the public domain and includes, without limitation:
Confidentiality and Non-Disparagement. Executive agrees to keep the fact and terms of this Release in strict confidence. Executive agrees not to disclose this document, its contents or subject matter to any person other than his immediate family, attorney, accountant or income tax preparer, or otherwise as required by law. Executive agrees that he will not denigrate, disparage, defame, impugn, or otherwise damage or assail the reputation or integrity of the Company or any Released Party.
Confidentiality and Non-Disparagement. Executive agrees to keep the terms and conditions of this Agreement confidential to the extent allowed by law, except Executive may supply a copy to Executive’s accountant or other financial advisor solely in connection with preparing Executive’s income tax return, and Executive may disclose this Agreement to Executive’s immediate family members and to Executive’s attorney on a confidential basis. Executive understands that certain terms of this Agreement will be publicly disclosed by Centex Corporation as required by law. Executive agrees to refrain from any libel, slander, defamation or other disparaging comments about Centex Homes or any of the Released Parties. Executive further agrees not to take any action, or assist any person taking any other action, that is (a) materially adverse to the interests of, (b) inconsistent with fostering the goodwill of, and/or (c) detrimental to the business of Centex Homes and/or its Affiliates; however, nothing in this Agreement will restrict the communication of information by Executive to any state or federal law enforcement agency or require notice to Centex Homes thereof, and Executive will not be in breach of the covenant contained in this Section solely by reason of his testimony which is compelled by process of law. Furthermore, Executive agrees to only participate in interviews about Centex Homes or any of the Released Parties after receiving permission from Centex Homes and in cooperation with Centex Homes’ communications department. Executive acknowledges that, in the course of employment with Centex Homes, Executive has come to know general and specific information that is confidential and proprietary to Centex Homes and/or its Affiliates (collectively, the “Confidential and Proprietary Information”). Confidential and Proprietary Information includes oral and written information about, relating to or concerning Centex Homes and/or its Affiliates, that (i) Centex Homes has by its policies or otherwise indicated should be kept confidential, (ii) should reasonably be deemed confidential by Executive whether or not it was designated as confidential, or (iii) if disclosed could be injurious to Centex Homes and/or its Affiliates. Executive agrees that Confidential and Proprietary Information is the sole and exclusive property of Centex Homes, and Executive will not disclose any Confidential and Proprietary Information to any other person or entity unless required by law, or use it for any personal or business pu...
Confidentiality and Non-Disparagement a. Xxxxxxxx xxxees, covenants and represents that the facts relating to the existence of this Agreement, the negotiations leading to the execution of this Agreement, the terms of this Agreement and the amounts of the Severance Payment and the Supplemental Payment shall be held in confidence, and, except as required by law or by SEC regulations, shall not be disclosed, communicated or divulged, to any person other than those who must perform tasks to effectuate this Agreement, without first obtaining MTI's written consent to each disclosure.
Confidentiality and Non-Disparagement. Each Restricted Party hereby covenants and agrees to not, and to cause its respective affiliates not to, (i) retain or use any Protected Information for the benefit, purposes or account of any Restricted Party or any other Person or (ii) disclose any Protected Information, other than necessary disclosures to his or its legal and financial advisors who agree to maintain the confidentiality of such Protected Information. In the event that any Restricted Party is legally required, based on the written opinion of outside legal counsel, to disclose any Protected Information, the Restricted Parties shall give Buyers prompt written notice of such requirement so that Buyers may seek an appropriate protective order or other remedy and the Restricted Parties shall cooperate with Buyers to obtain such protective order. In the event that such protective order or other remedy is not obtained, the Restricted Parties shall furnish only that portion of the Protected Information that is legally required to be disclosed, based on the written opinion of outside legal counsel, and use his, her, or its best efforts to obtain assurances that confidential treatment will be accorded to such Protected Information. Except as required by law, each Restricted Party hereby covenants and agrees not to disclose to any Person, other than any Restricted Party’s legal and financial advisors, the existence or contents of this Agreement. Each Restricted Party hereby covenants and agrees to not, and to cause its respective affiliates not to, make any negative or disparaging statements or communications regarding any Buyer or any of their respective businesses, services, directors, officers, employees, contractors or consultants.
