Common use of Non-Disclosure and Non-Use of Confidential Information Clause in Contracts

Non-Disclosure and Non-Use of Confidential Information. (i) Executive agrees that during the Period of Employment and following the termination thereof for any reason, the Executive shall not, and shall cause Executive’s affiliates and representatives not to, disclose to any individual or natural person, partnership (including a limited liability partnership), corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental authority (each, a “Person”), except (i) to the Executive’s legal, financial, tax or accounting advisors, or (ii) as compelled by law, any Confidential Information for any reason or purpose whatsoever, and the Executive shall not, and shall cause Executive’s affiliates or representatives not to, make use of any of the Confidential Information for their own purposes or for the benefit of any Person except any Company Group Member. In the event that Executive or any of Executive’s affiliates or representatives are compelled by law to disclose any Confidential Information, the Executive shall promptly provide written notice to the Company of the request or requirement so that the Company may seek (at the Company’s sole cost and expense) an appropriate protective order or waive compliance with the provisions of this Section 6(a). If, in the absence of a protective order or the receipt of a waiver hereunder, the Executive or any of the Executive’s affiliates or representatives are compelled by law to disclose any Confidential Information to any tribunal, the Executive or the Executive’s affiliates, as applicable, may disclose the Confidential Information to the tribunal; provided, that the Executive or the Executive’s affiliates, as applicable, shall use commercially reasonable efforts to obtain, at the request and sole expense of the Company, an order or other assurance that confidential treatment shall be accorded to such portion of the Confidential Information required to be disclosed as the Company shall designate.

Appears in 3 contracts

Samples: Employment Agreement (Nxu, Inc.), Employment Agreement (Nxu, Inc.), Employment Agreement (Nxu, Inc.)

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Non-Disclosure and Non-Use of Confidential Information. (i) Executive agrees that during the Period of Employment and following the termination thereof for any reason, the Executive shall not, and shall cause Executive’s his affiliates and representatives not to, disclose to any individual or natural person, partnership (including a limited liability partnership), corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental authority (each, a “Person”), except (i) to the Executive’s legal, financial, tax or accounting advisors, or (ii) as compelled by law, any Confidential Information for any reason or purpose whatsoever, and the Executive shall not, and shall cause Executive’s affiliates or representatives not to, make use of any of the Confidential Information for their own purposes or for the benefit of any Person except any Company Group Member. In the event that Executive or any of Executive’s affiliates or representatives are compelled by law to disclose any Confidential Information, the Executive shall promptly provide written notice to the Company of the request or requirement so that the Company may seek (at the Company’s sole cost and expense) an appropriate protective order or waive compliance with the provisions of this Section 6(a). If, in the absence of a protective order or the receipt of a waiver hereunder, the Executive or any of the Executive’s affiliates or representatives are compelled by law to disclose any Confidential Information to any tribunal, the Executive or the Executive’s affiliates, as applicable, may disclose the Confidential Information to the tribunal; provided, that the Executive or the Executive’s affiliates, as applicable, shall use commercially reasonable efforts to obtain, at the request and sole expense of the Company, an order or other assurance that confidential treatment shall be accorded to such portion of the Confidential Information required to be disclosed as the Company shall designate.

Appears in 3 contracts

Samples: Employment Agreement (Estrella Immunopharma, Inc.), Employment Agreement (Estrella Immunopharma, Inc.), Employment Agreement (TradeUP Acquisition Corp.)

Non-Disclosure and Non-Use of Confidential Information. (i) At all times both during employment of Executive agrees that during with the Period of Employment Company, and following after the termination thereof employment relationship with the Company has ended for any reason, the Executive shall agrees that he will not, and shall cause Executive’s affiliates and representatives not toeither directly or indirectly, (i) divulge, use, disclose (in any way or in any manner, including by posting on the Internet), reproduce, distribute, or reverse engineer or otherwise provide Confidential Information to any individual or natural person, partnership (including a limited liability partnership)firm, corporation, limited liability companyreporter, associationauthor, joint stock company, trust, joint venture, unincorporated organization producer or governmental authority similar person or entity; (each, a “Person”)ii) take any action that would make available Confidential Information to the general public in any form; (iii) take any action that uses Confidential Information to solicit any customer or prospective customer of the Company; or (iv) take any action that uses Confidential Information for solicitation or marketing for any service or product or on Executive’s behalf or on behalf of any entity other than the Company or its subsidiaries or affiliates with which Executive may become associated, except (iA) as required in connection with the performance of such Executive’s duties to the Company, (B) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or his affiliates, (C) as required in response to any summons or subpoena or in connection with any litigation, (D) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive’s legal, financial, tax or accounting advisors(E) as required in connection with an audit by any taxing authority, or (iiF) as compelled permitted by law, any Confidential Information for any reason or purpose whatsoever, and the Executive shall not, and shall cause Executive’s affiliates or representatives not to, make use of any express written consent of the Confidential Information for their own purposes or for the benefit Board of any Person except any Company Group MemberDirectors. In the event that Executive or any of Executive’s affiliates or representatives are compelled by law is required to disclose any Confidential InformationInformation pursuant to the foregoing exceptions, the Executive shall promptly provide written notice to notify the Company of the request or requirement so that such pending disclosure and assist the Company may seek (at the Company’s sole cost and expense) an appropriate protective order or waive compliance with the provisions of this Section 6(a). If, in the absence of seeking a protective order or in objecting to such request, summons or subpoena with regard to the receipt of a waiver hereunder, Confidential Information. If the Company does not obtain such relief prior to the time that Executive or any of the Executive’s affiliates or representatives are is legally compelled by law to disclose any such Confidential Information to any tribunalInformation, the Executive or the Executive’s affiliates, as applicable, may disclose the Confidential Information to the tribunal; provided, that the Executive or the Executive’s affiliates, as applicable, shall use commercially reasonable efforts to obtain, at the request and sole expense of the Company, an order or other assurance that confidential treatment shall be accorded to such portion of the Confidential Information required which counsel to be disclosed as Executive advises Executive that he is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide the Company with a copy of the Confidential Information so disclosed. This provision applies without limitation to unauthorized use of Confidential Information in any medium, including film, videotape, audiotape and writings of any kind (including books, articles, e-mails, texts, blogs and websites). Executive is hereby notified, pursuant to the federal Defend Trade Secrets Act of 2016 (“DTSA”), that an individual shall designatenot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or where the disclosure of a trade secret is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, Executive is hereby notified under the DTSA that if an individual files a lawsuit for retaliation by an employer for reporting a suspected violation of law, the individual may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

Appears in 3 contracts

Samples: Executive Employment Agreement (Minn Shares Inc), Executive Employment Agreement (Minn Shares Inc), Executive Employment Agreement (Minn Shares Inc)

Non-Disclosure and Non-Use of Confidential Information. (i) At all times both during employment of Executive agrees that during with the Period of Employment Company, and following after Executive’s employment relationship with the termination thereof Company has ended for any reason, the Executive shall agrees that Executive will not, and shall cause Executive’s affiliates and representatives not either directly or indirectly, nor will Executive permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, (i) divulge, use, disclose (in any way or in any manner, including by posting on the Internet), reproduce, distribute, or reverse engineer or otherwise provide Confidential Information to any individual or natural person, partnership (including a limited liability partnership)firm, corporation, limited liability companyreporter, associationauthor, joint stock company, trust, joint venture, unincorporated organization producer or governmental authority similar person or entity; (each, a “Person”)ii) take any action that would make available Confidential Information to the general public in any form; (iii) take any action that uses Confidential Information to solicit any Customer or Prospective Customer; or (iv) take any action that uses Confidential Information for solicitation or marketing for any service or product or on Executive’s behalf or on behalf of any entity other than the Company or any of its Subsidiaries or Affiliates with which Executive may become associated, except (iA) as required in connection with the performance of such Executive’s duties to the Company, (B) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (C) as required in response to any summons or subpoena or in connection with any litigation, (D) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive’s legal, financial, tax or accounting advisors(E) as required in connection with an audit by any taxing authority, or (iiF) as compelled permitted by law, any Confidential Information for any reason or purpose whatsoever, and the Executive shall not, and shall cause Executive’s affiliates or representatives not to, make use of any express written consent of the Confidential Information for their own purposes or for the benefit Board of any Person except any Company Group MemberDirectors. In the event that Executive or any of Executive’s affiliates or representatives are compelled such Covered Entity that is Controlled by law Executive is required to disclose any Confidential InformationInformation pursuant to the foregoing exceptions, the Executive shall promptly provide written notice to notify the Company of the request or requirement so that such pending disclosure and assist the Company may seek (at the Company’s sole cost and expense) an appropriate protective order or waive compliance with the provisions of this Section 6(a). If, in the absence of seeking a protective order or in objecting to such request, summons or subpoena with regard to the receipt of a waiver hereunder, Confidential Information. If the Company does not obtain such relief prior to the time that Executive (or any of the Executive’s affiliates or representatives are such Covered Entity) is legally compelled by law to disclose any such Confidential Information to any tribunalInformation, the Executive (or the Executive’s affiliates, as applicable, such Covered Entity) may disclose the Confidential Information to the tribunal; provided, that the Executive or the Executive’s affiliates, as applicable, shall use commercially reasonable efforts to obtain, at the request and sole expense of the Company, an order or other assurance that confidential treatment shall be accorded to such portion of the Confidential Information required that counsel to be disclosed as Executive advises that Executive is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide the Company shall designatewith a copy of the Confidential Information so disclosed. This provision applies without limitation to unauthorized use of Confidential Information in any medium, including film, videotape, audiotape and writings of any kind (including books, articles, e-mails, texts, blogs and websites).

Appears in 2 contracts

Samples: Executive Employment Agreement (MedTech Acquisition Corp), Executive Employment Agreement (MedTech Acquisition Corp)

Non-Disclosure and Non-Use of Confidential Information. (i) At all times both during employment of Executive agrees that during with the Period of Employment Company, and following after Executive’s employment relationship with the termination thereof Company has ended for any reason, the Executive shall agrees that Executive will not, and shall cause Executive’s affiliates and representatives not either directly or indirectly, nor will Executive permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, (i) divulge, use, disclose (in any way or in any manner, including by posting on the Internet), reproduce, distribute, or reverse engineer or otherwise provide Confidential Information to any individual or natural person, partnership (including a limited liability partnership)firm, corporation, limited liability companyreporter, associationauthor, joint stock company, trust, joint venture, unincorporated organization producer or governmental authority similar person or entity; (each, a “Person”)ii) take any action that would make available Confidential Information to the general public in any form; (iii) take any action that uses Confidential Information to solicit any Customer or Prospective Customer; or (iv) take any action that uses Confidential Information for solicitation or marketing for any service or product or on Executive’s behalf or on behalf of any entity other than the Company or any of its Subsidiaries or Affiliates with which Executive may become associated, except (iA) as required in connection with the performance of such Executive’s duties to the Company, (B) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (C) as required in response to any summons or subpoena or in connection with any litigation, (D) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive’s legal, financial, tax or accounting advisors(E) as required in connection with an audit by any taxing authority, or (iiF) as compelled permitted by law, any Confidential Information for any reason or purpose whatsoever, and the Executive shall not, and shall cause Executive’s affiliates or representatives not to, make use of any express written consent of the Confidential Information for their own purposes or for the benefit Board of any Person except any Company Group MemberDirectors. In the event that Executive or any of Executive’s affiliates or representatives are compelled such Covered Entity that is Controlled by law Executive is required to disclose any Confidential InformationInformation pursuant to the foregoing exceptions, the Executive shall promptly provide written notice to notify the Company of the request or requirement so that such pending disclosure and assist the Company may seek (at the Company’s sole cost and expense) an appropriate protective order or waive compliance with the provisions of this Section 6(a). If, in the absence of seeking a protective order or in objecting to such request, summons or subpoena with regard to the receipt of a waiver hereunder, Confidential Information. If the Company does not obtain such relief prior to the time that Executive (or any of the Executive’s affiliates or representatives are such Covered Entity) is legally compelled by law to disclose any such Confidential Information to any tribunalInformation, the Executive (or the Executive’s affiliates, as applicable, such Covered Entity) may disclose the Confidential Information to the tribunal; provided, that the Executive or the Executive’s affiliates, as applicable, shall use commercially reasonable efforts to obtain, at the request and sole expense of the Company, an order or other assurance that confidential treatment shall be accorded to such portion of the Confidential Information required that counsel to be disclosed as Executive advises Executive he is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide the Company shall designatewith a copy of the Confidential Information so disclosed. This provision applies without limitation to unauthorized use of Confidential Information in any medium, including film, videotape, audiotape and writings of any kind (including books, articles, e-mails, texts, blogs and websites).

Appears in 2 contracts

Samples: Executive Employment Agreement (MedTech Acquisition Corp), Executive Employment Agreement (MedTech Acquisition Corp)

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Non-Disclosure and Non-Use of Confidential Information. (i) Executive agrees that during the Period of Employment and following the termination thereof for any reason, the Executive shall not, and shall cause Executive’s his affiliates and representatives not to, disclose to any individual or natural person, partnership (including a limited liability partnership), corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental authority (each, a "Person"), except (i) to the Executive’s 's legal, financial, tax or accounting advisors, or (ii) as compelled by law, any Confidential Information for any reason or purpose whatsoever, and the Executive shall not, and shall cause Executive’s 's affiliates or representatives not to, make use of any of the Confidential Information for their own purposes or for the benefit of any Person except any Company Group Member. In the event that Executive or any of Executive’s 's affiliates or representatives are compelled by law to disclose any Confidential Information, the Executive shall promptly provide written notice to the Company of the request or requirement so that the Company may seek (at the Company’s 's sole cost and expense) an appropriate protective order or waive compliance with the provisions of this Section 6(a). If, in the absence of a protective order or the receipt of a waiver hereunder, the Executive or any of the Executive’s 's affiliates or representatives are compelled by law to disclose any Confidential Information to any tribunal, the Executive or the Executive’s 's affiliates, as applicable, may disclose the Confidential Information to the tribunal; provided, that the Executive or the Executive’s 's affiliates, as applicable, shall use commercially reasonable efforts to obtain, at the request and sole expense of the Company, an order or other assurance that confidential treatment shall be accorded to such portion of the Confidential Information required to be disclosed as the Company shall designate.

Appears in 1 contract

Samples: Employment Agreement (TradeUP Acquisition Corp.)

Non-Disclosure and Non-Use of Confidential Information. (i) Executive agrees that during the Period of Employment and following the termination thereof for any reasonthereafter, the Executive shall not, and shall cause Executive’s his affiliates and representatives not to, disclose to any individual or natural person, partnership (including a limited liability partnership), corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental authority (each, a “Person”), except (i) to the Executive’s legal, financial, tax or accounting advisors, or (ii) as compelled by law, any Confidential Information (as defined below) for any reason or purpose whatsoever, and the Executive shall not, and shall cause Executive’s affiliates or representatives not to, make use of any of the Confidential Information for their own purposes or for the benefit of any Person except any Company Group Member. In the event that Executive or any of Executive’s affiliates or representatives are compelled by law to disclose any Confidential Information, the Executive shall promptly provide written notice to the Company of the request or requirement so that the Company may seek (at the Company’s sole cost and expense) an appropriate protective order or waive compliance with the provisions of this Section 6(a). If, in the absence of a protective order or the receipt of a waiver hereunder, the Executive or any of the Executive’s affiliates or representatives are compelled by law to disclose any Confidential Information to any tribunal, the Executive or the Executive’s affiliates, as applicable, may disclose the Confidential Information to the tribunal; provided, that the Executive or the Executive’s affiliates, as applicable, shall use commercially reasonable efforts to obtain, at the request and sole expense of the Company, an order or other assurance that confidential treatment shall be accorded to such portion of the Confidential Information required to be disclosed as the Company shall designate.

Appears in 1 contract

Samples: Employment Agreement (Boxed, Inc.)

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