Confidential and Proprietary Information and Trade Secrets Sample Clauses

Confidential and Proprietary Information and Trade Secrets. All records of the accounts of customers, and any other records and books relating in any manner whatsoever to the customers of the Bank, and all other files, books and records and other materials owned by the Bank or used by it in connection with the conduct of its business, whether prepared by Employee or otherwise coming into Employee’s possession, shall be the exclusive property of the Bank regardless of who actually prepared the original material, book or record. All such books and records and other materials shall be immediately returned to the Bank by Employee upon the end of his employment for any reason. Employee agrees that all information, including but not limited to that which is directly or indirectly related to the Bank’s financial status, profitability, deposit base, portfolio size and quality as well as its customers and prospective customers, is confidential and proprietary to the Bank and that he will maintain such information as confidential. Employee agrees that as a condition of employment he will execute such form of confidentiality agreement as the Bank may adopt from time to time for senior officers of the Bank. During the term of employment Employee shall have access to and become acquainted with trade secrets of the Bank, including the names of customers and clients, their financial condition and financial needs, financial information regarding the Bank and other information relating to the Bank’s products, services and methods of doing business. Employee agrees not to disclose any of the Bank’s trade secrets, directly or indirectly, or use them in any way, either during the term of employment (except as required in the course of employment with the Bank) or at any time thereafter.
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Confidential and Proprietary Information and Trade Secrets. 6.1 As a condition to Intraware's performance of its obligations hereunder, Employee shall sign and deliver to Intraware a "Termination Certification" as required under Paragraph 5 of the Confidentiality Agreement, and shall continue to observe and perform his obligations under the Confidentiality Agreement which expressly, or may reasonably be construed to, survive the termination of Employee's employment with Intraware. 6.2 Without limiting Employee's obligations under Paragraph 5 of the Confidentiality Agreement, Employee promises and agrees to return to Employer on or before the date specified in Paragraph 1.2 above, all property of Employer, without limitation, including documents, 3 magnetic or other information storage media, keys, access or credit cards, equipment, hardware, and software, and not to reproduce or disclose to any other person or entity at any time, or to use for Employee's benefit or the benefit of any other person or entity at any time, any such property or proprietary or confidential information, unless specifically authorized in writing by Employer to do so. If Employer gives Employee written authorization to make any such disclosure, Employee shall do so only within the limits and to the extent of that authorization. 6.3 During and for one (1) year after execution of this Agreement, Employee shall not (i) solicit business from any customer of Employer with whose matters Employee came into contact during the last year of Employee's employment at Employer, to the extent such business relates to a product or service competitive with an Employer product or service, or (ii) otherwise attempt to induce any such customer of Employer to cease doing business with, or to decrease the amount of business such customer does with, Employer. 7.
Sample 1
Confidential and Proprietary Information and Trade Secrets. 6.1 As a condition to Intraware's performance of its obligations hereunder, Employee shall sign and deliver to Intraware a "Termination Certification" as required under Paragraph 5 of the Confidentiality Agreement, and shall continue to observe and perform his obligations under the Confidentiality Agreement which expressly, or may reasonably be construed to, survive the termination of Employee's employment with Intraware.
Sample 1
Confidential and Proprietary Information and Trade Secrets. For the term of this Agreement and for three years after its termination, the Purchaser agrees to protect the confidentiality of Maxxis' Confidential and Proprietary Information, including trade secrets. Confidential and Proprietary Information means information about Maxxis' business, products, services, processes, designs, marketing plans, and technical or financial information, including the pricing and fee information applicable to this Agreement. Confidential and Proprietary Information does not include (a) information that is publicly known, (b) is given to the Purchaser by someone who is not obligated to maintain confidentiality, or (c) was developed by the Purchaser independently and without reference to Maxxis' Confidential and Proprietary Information. The Purchaser agrees to use Maxxis' Confidential and Proprietary Information only as necessary to perform its obligations under this Agreement. The Purchaser shall promptly return any copies of the Maxxis' Confidential and Proprietary Information at the termination of this Agreement or at the request of Maxxis.
Sample 1

Related to Confidential and Proprietary Information and Trade Secrets

  • Confidential and Proprietary Information 12.1 Contractor acknowledges that it and its employees or agents may, in the course of performing their responsibilities under this Agreement, be exposed to or acquire information that is confidential to County. Any and all information of any form obtained by Contractor or its employees or agents from County in the performance of this Agreement shall be deemed to be confidential information of County ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated with respect to confidentiality in the same manner as the Confidential Information. Confidential Information shall be deemed not to include information that (a) is or becomes (other than by disclosure by Contractor) publicly known or is contained in a publicly available document; (b) is rightfully in Contractor's possession without the obligation of nondisclosure prior to the time of its disclosure under this Agreement; or (c) is independently developed by employees or agents of Contractor who can be shown to have had no access to the Confidential Information.

  • Confidential Information and Trade Secrets The Participant and the Company agree that certain materials, including, but not limited to, information, data and other materials relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company and its Affiliates, constitute proprietary confidential information and trade secrets. Accordingly, the Participant will not at any time during or after the Participant’s employment with the Company (including any Affiliate) disclose or use for such Participant’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any of its Affiliates, any proprietary confidential information or trade secrets, provided that the foregoing shall not apply to information which is not unique to the Company or any of its Affiliates or which is generally known to the industry or the public other than as a result of such Participant’s breach of this covenant. The Participant agrees that upon termination of employment with the Company (including any Affiliate) for any reason, the Participant will immediately return to the Company all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, which in any way relate to the business of the Company and its Affiliates, except that the Participant may retain personal notes, notebooks and diaries. The Participant further agrees that the Participant will not retain or use for the Participant’s own account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of the Company or any of its Affiliates. Notwithstanding anything contained herein to the contrary, this Agreement shall not prohibit disclosure of proprietary confidential information if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and obligations as an employee or under this Agreement are at issue; provided, however, that you shall, to the extent practicable and lawful in any such event, give prior notice to the Company of your intent to disclose proprietary confidential information so as to allow the Company an opportunity (which you shall not oppose) to obtain such protective orders or similar relief with respect thereto as may be deemed appropriate. Notwithstanding the foregoing, nothing in this Agreement is intended to restrict, prohibit, impede or interfere with the Participant providing information to, or from reporting possible violations of law or regulation to, any governmental agency or entity, from participating in investigations, testifying in proceedings regarding the Company’s past or future conduct, or from making other disclosures that are protected under state or federal law or regulation, engaging in any future activities protected under statutes administered by any government agency (including but not limited, to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General), or from receiving and retaining a monetary award from a government-administered whistleblower award program for providing information directly to a government-administered whistleblower award program. The Participant does not need the prior authorization of the Company to make such reports or disclosures. The Participant is not required to notify the Company that he or she has made any such reports or disclosures. The Company nonetheless asserts, and does not waive, its attorney-client privilege over any information appropriately protected by the privilege.

  • Inventions and Proprietary Information Executive agrees to sign and be bound by the terms of the Proprietary Information and Inventions Agreement, which is attached as Exhibit B (“Proprietary Information Agreement”).

  • Proprietary Information The Software, any data base and any proprietary data, processes, information and documentation made available to the Fund (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the “Information”), are the exclusive and confidential property of Custodian or its suppliers. The Fund shall keep the Information confidential by using the same care and discretion that the Fund uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the Software license granted herein for any reason, the Fund shall return to Custodian any and all copies of the Information which are in its possession or under its control.

  • Confidentiality; Proprietary Information The Consultant acknowledges that it will be necessary for the Client to disclose certain confidential and proprietary information to the Consultant in order for the Consultant to perform their duties under this Agreement. The Consultant acknowledges that disclosure to a third (3rd) party or misuse of this proprietary or confidential information would irreparably harm the Client. Accordingly, the Consultant will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Client without the Client's prior written permission except to the extent necessary to perform the Services on the Client's behalf. Proprietary or confidential information includes, but is not limited to:

  • Proprietary Information and Inventions Agreement The Company shall require all employees and consultants to execute and deliver a Proprietary Information and Inventions Agreement substantially in a form approved by the Company’s counsel or Board of Directors.

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