Common use of Nondisclosure and Nonuse of Confidential Information Clause in Contracts

Nondisclosure and Nonuse of Confidential Information. (a) The Executive shall not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Executive’s performance in good faith of duties assigned to the Executive by the Company or is required to be disclosed by law, court order, or similar compulsion; provided, however, that such disclosure shall be limited to the extent so required or compelled; and provided, further, that the Executive shall give the Company notice of such disclosure and cooperate with the Company in seeking suitable protection. The Executive shall take all reasonably appropriate steps to safeguard Confidential Information within their control and to protect such Confidential Information against disclosure, misuse, espionage, loss and theft. Upon the Company’s request, the Executive shall deliver to the Company on the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof regardless of the form thereof (including electronic and optical copies)) relating to the Confidential Information or the Work Product (as defined below) of the business of the Company or any of its Affiliates which the Executive may then possess or have under their control.

Appears in 5 contracts

Samples: Employment Agreement (Imageware Systems Inc), Employment Agreement (Petro River Oil Corp.), Employment Agreement (Fitlife Brands, Inc.)

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Nondisclosure and Nonuse of Confidential Information. (a) The Executive shall not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Executive’s performance in good faith of duties assigned to the Executive by the Company or is required to be disclosed by law, court order, or similar compulsion; provided, however, that such disclosure shall be limited to the extent so required or compelled; and provided, further, that the Executive shall give the Company notice of such disclosure and cooperate with the Company in seeking suitable protection. The Executive shall take all reasonably appropriate steps to safeguard Confidential Information within their control and to protect such Confidential Information it against disclosure, misuse, espionage, loss and theft. Upon the Company’s request, the The Executive shall deliver to the Company on the Termination Date, or at any time that the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof regardless of the form thereof (including electronic and optical copies)) relating to the Confidential Information or the Work Product (as defined below) of the business Business of the Company or any of its Affiliates which the Executive may then possess or have under their his control.

Appears in 4 contracts

Samples: Membership Interest Purchase Agreement (FVA Ventures, Inc.), Membership Interest Purchase Agreement (FVA Ventures, Inc.), Employment Agreement (Wowio, Inc.)

Nondisclosure and Nonuse of Confidential Information. (a) The Executive Employee shall not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as defined belowhereinafter defined) of which the Executive Employee is or becomes awareaware as a consequence of or in connection with his employment with a Company, whether or not such information is developed by him, except (i) to the extent that such disclosure or use is directly related to and required by in furtherance of the ExecutiveEmployee’s performance in good faith of his duties assigned to the Executive by as President of the Company or (ii) to the extent required by law or legal process; provided that (A) the Employee agrees to provide the Company with prompt written notice of any such law or legal process and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such law or legal process that the Company in its sole discretion pursues, and (B) in complying with any such law or legal process, the Employee shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by law, court order, such law or similar compulsion; provided, however, that such disclosure shall be limited to the extent so required or compelled; and provided, further, that the Executive shall give the Company notice of such disclosure and cooperate with the Company in seeking suitable protectionlegal process. The Executive shall Employee will take all reasonably appropriate commercially reasonable steps to safeguard Confidential Information within their control and to protect such Confidential Information it against disclosure, misuse, espionage, loss and theft. Upon the Company’s request, the Executive The Employee shall deliver to the Company on at the Termination Datetermination of the Employment Period, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof regardless of the form thereof (including electronic and optical copies)thereof) relating to the Confidential Information or the Work Product (as defined belowhereinafter defined) of the business of the Company or any of its Affiliates which the Executive Employee may then possess or have under their his control.

Appears in 3 contracts

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

Nondisclosure and Nonuse of Confidential Information. (a) The Executive shall not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Executive’s 's performance in good faith of duties assigned to the Executive by the Company or is required to be disclosed by law, court order, or similar compulsion; provided, however, that such disclosure shall be limited to the extent so required or compelled; and provided, further, that the Executive shall give the Company notice of such disclosure and cooperate with the Company in seeking suitable protection. The Executive shall take all reasonably appropriate steps to safeguard Confidential Information within their control and to protect such Confidential Information it against disclosure, misuse, espionage, loss and theft. Upon the Company’s request, the The Executive shall deliver to the Company on the Termination Date, or at any time that the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof regardless of the form thereof (including electronic and optical copies)) relating to the Confidential Information or the Work Product (as defined below) of the business Business of the Company or any of its Affiliates which the Executive may then possess or have under their his control.

Appears in 3 contracts

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

Nondisclosure and Nonuse of Confidential Information. (a) The Executive Employee shall not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as defined belowhereinafter defined) of which the Executive Employee is or becomes awareaware as a consequence of or in connection with his employment with the Company, whether or not such information is developed by him, except (i) to the extent that such disclosure or use is directly related to and required by in furtherance of the ExecutiveEmployee’s performance in good faith of his duties assigned as the Company’s President or (ii) to the Executive extent required by law or legal process; provided that (A) the Employee agrees to provide the Company with prompt written notice of any such law or legal process and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such law or legal process that the Company in its sole discretion pursues, and (B) in complying with any such law or legal process, the Employee shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by law, court order, such law or similar compulsion; provided, however, that such disclosure shall be limited to the extent so required or compelled; and provided, further, that the Executive shall give the Company notice of such disclosure and cooperate with the Company in seeking suitable protectionlegal process. The Executive shall Employee will take all reasonably appropriate commercially reasonable steps to safeguard Confidential Information within their control and to protect such Confidential Information it against disclosure, misuse, espionage, loss and theft. Upon the Company’s request, the Executive The Employee shall deliver to the Company on the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof regardless of the form thereof (including electronic and optical copies)thereof) relating to the Confidential Information or the Work Product (as defined belowhereinafter defined) of the business of the Company or any of its Affiliates Entities which the Executive Employee may then possess or have under their his control.

Appears in 2 contracts

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

Nondisclosure and Nonuse of Confidential Information. (a) The Executive Employee shall not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as defined belowhereinafter defined) of which the Executive Employee is or becomes awareaware as a consequence of or in connection with his employment with a Company, whether or not such information is developed by him, except (i) to the extent that such disclosure or use is directly related to and required by in furtherance of the ExecutiveEmployee’s performance in good faith of his duties assigned as Chief Financial Officer of the Company Entities or (ii) to the Executive extent required by law or legal process; provided that (A) the Employee agrees to provide the Company with prompt written notice of any such law or legal process and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such law or legal process that the Company in its sole discretion pursues, and (B) in complying with any such law or legal process, the Employee shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by law, court order, such law or similar compulsion; provided, however, that such disclosure shall be limited to the extent so required or compelled; and provided, further, that the Executive shall give the Company notice of such disclosure and cooperate with the Company in seeking suitable protectionlegal process. The Executive shall Employee will take all reasonably appropriate commercially reasonable steps to safeguard Confidential Information within their control and to protect such Confidential Information it against disclosure, misuse, espionage, loss and theft. Upon the Company’s request, the Executive The Employee shall deliver to the Company on at the Termination Datetermination of the Employment Period, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof regardless of the form thereof (including electronic and optical copies)thereof) relating to the Confidential Information or the Work Product (as defined belowhereinafter defined) of the business of the Company or any of its Affiliates Entities which the Executive Employee may then possess or have under their his control.

Appears in 2 contracts

Samples: Employment Agreement (Page & Kiser Communications Inc), Amended and Restated (Otelco Inc.)

Nondisclosure and Nonuse of Confidential Information. (a) The Executive Employee shall not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as defined belowhereinafter defined) of which the Executive Employee is or becomes awareaware as a consequence of or in connection with his employment with the Company, whether or not such information is developed by him, except (i) to the extent that such disclosure or use is directly related to and required by in furtherance of the ExecutiveEmployee’s performance in good faith of his duties assigned or (ii) to the Executive extent required by law or legal process; provided that (A) the Employee agrees to provide the Company with prompt written notice of any such law or legal process and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such law or legal process that the Company in its sole discretion pursues, and (B) in complying with any such law or legal process, the Employee shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by law, court order, such law or similar compulsion; provided, however, that such disclosure shall be limited to the extent so required or compelled; and provided, further, that the Executive shall give the Company notice of such disclosure and cooperate with the Company in seeking suitable protectionlegal process. The Executive shall Employee will take all reasonably appropriate commercially reasonable steps to safeguard Confidential Information within their control and to protect such Confidential Information it against disclosure, misuse, espionage, loss and theft. Upon the Company’s request, the Executive The Employee shall deliver to the Company on the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof regardless of the form thereof (including electronic and optical copies)thereof) relating to the Confidential Information or the Work Product (as defined belowhereinafter defined) of the business of the Company or any of its Affiliates Entities which the Executive Employee may then possess or have under their his control.

Appears in 2 contracts

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

Nondisclosure and Nonuse of Confidential Information. (a) The Executive Employee shall not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as defined belowhereinafter defined) of which the Executive Employee is or becomes awareaware as a consequence of or in connection with his employment with the Company, whether or not such information is developed by him, except (i) to the extent that such disclosure or use is directly related to and required by in furtherance of the ExecutiveEmployee’s performance in good faith of his duties assigned as the Company’s Chief Operating Officer, or (ii) to the Executive extent required by law or legal process; provided that (A) the Employee agrees to provide the Company with prompt written notice of any such law or legal process and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such law or legal process that the Company in its sole discretion pursues, and (B) in complying with any such law or legal process, the Employee shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by law, court order, such law or similar compulsion; provided, however, that such disclosure shall be limited to the extent so required or compelled; and provided, further, that the Executive shall give the Company notice of such disclosure and cooperate with the Company in seeking suitable protectionlegal process. The Executive shall Employee will take all reasonably appropriate commercially reasonable steps to safeguard Confidential Information within their control and to protect such Confidential Information it against disclosure, misuse, espionage, loss and theft. Upon the Company’s request, the Executive The Employee shall deliver to the Company on the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof regardless of the form thereof (including electronic and optical copies)thereof) relating to the Confidential Information or the Work Product (as defined belowhereinafter defined) of the business of the Company or any of its Affiliates which the Executive Employee may then possess or have under their his control.

Appears in 1 contract

Samples: Employment Agreement (Otelco Inc.)

Nondisclosure and Nonuse of Confidential Information. (a) The Executive Employee shall not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as defined belowhereinafter defined) of which the Executive Employee is or becomes awareaware as a consequence of or in connection with his employment with a Company, whether or not such information is developed by him, except (i) to the extent that such disclosure or use is directly related to and required by in furtherance of the ExecutiveEmployee’s performance in good faith of his duties assigned as President of the Company Entities or (ii) to the Executive extent required by law or legal process; provided that (A) the Employee agrees to provide the Company with prompt written notice of any such law or legal process and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such law or legal process that the Company in its sole discretion pursues, and (B) in complying with any such law or legal process, the Employee shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by law, court order, such law or similar compulsion; provided, however, that such disclosure shall be limited to the extent so required or compelled; and provided, further, that the Executive shall give the Company notice of such disclosure and cooperate with the Company in seeking suitable protectionlegal process. The Executive shall Employee will take all reasonably appropriate commercially reasonable steps to safeguard Confidential Information within their control and to protect such Confidential Information it against disclosure, misuse, espionage, loss and theft. Upon the Company’s request, the Executive The Employee shall deliver to the Company on at the Termination Datetermination of the Employment Period, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof regardless of the form thereof (including electronic and optical copies)thereof) relating to the Confidential Information or the Work Product (as defined below) of the business of the Company or any of its Affiliates Entities which the Executive Employee may then possess or have under their his control.

Appears in 1 contract

Samples: Employment Agreement (Otelco Inc.)

Nondisclosure and Nonuse of Confidential Information. (a) The Executive shall not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by him, him except to the extent that such disclosure or use is directly related to and required by the Executive’s performance in good faith of duties assigned to the Executive by the Company or is required to be disclosed by law, court order, or similar compulsion; provided, however, that such disclosure shall be limited to the extent so required or compelled; and provided, provided further, that the Executive shall give the Company notice of such disclosure and cooperate with the Company in seeking suitable protection. The Executive shall take all reasonably appropriate steps to safeguard Confidential Information within their control and to protect such Confidential Information it against disclosure, misuse, espionage, loss and theft. Upon the Company’s request, the The Executive shall deliver to the Company on the Termination Date, or at any time that the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents document and data (and copies thereof regardless of the form thereof (including electronic and optical copies)) relating to the Confidential Information or the Work Product (as defined below) of the business Business of the Company or any of its Affiliates which the Executive may then possess or have under their his control.

Appears in 1 contract

Samples: Employment Agreement (Wowio, Inc.)

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Nondisclosure and Nonuse of Confidential Information. (a) The Executive shall not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Executive’s performance in good faith of duties assigned to the Executive by the Company or is required to be disclosed by law, court order, or similar compulsion; provided, however, that such disclosure shall be limited to the extent so required or compelled; and provided, further, that the Executive shall shall, if legally permitted, give the Company notice of such disclosure and cooperate with the Company in seeking suitable protection. The Executive shall take all reasonably appropriate steps to safeguard Confidential Information within their his control and to protect such Confidential Information against disclosure, misuse, espionage, loss and theft. Upon the Company’s request, the Executive shall deliver to the Company on the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof regardless of the form thereof (including electronic and optical copies)) relating to the Confidential Information or the Work Product (as defined below) of the business of the Company or any of its Affiliates which the Executive may then possess or have under their his control.

Appears in 1 contract

Samples: Employment Agreement (Fitlife Brands, Inc.)

Nondisclosure and Nonuse of Confidential Information. (a) The Executive shall not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by him, him except to the extent that such disclosure or use is directly related to and required by the Executive’s 's performance in good faith of duties assigned to the Executive by the Company or is required to be disclosed by law, court order, or similar compulsion; provided, however, that such disclosure shall be limited to the extent so required or compelled; and provided, provided further, that the Executive shall give the Company notice of such disclosure and cooperate with the Company in seeking suitable protection. The Executive shall take all reasonably appropriate steps to safeguard Confidential Information within their control and to protect such Confidential Information it against disclosure, misuse, espionage, loss and theft. Upon the Company’s request, the The Executive shall deliver to the Company on the Termination Date, or at any time that the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents document and data (and copies thereof regardless of the form thereof (including electronic and optical copies)) relating to the Confidential Information or the Work Product (as defined below) of the business Business of the Company or any of its Affiliates which the Executive may then possess or have under their his control.

Appears in 1 contract

Samples: Employment Agreement (Wowio, Inc.)

Nondisclosure and Nonuse of Confidential Information. (a) The Executive shall not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as defined belowhereinafter defined) of which the Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is (i) directly related to and required by the Executive’s performance in good faith of duties assigned to the Executive by the Company or is (ii) required in order for the Executive to be disclosed comply with legal process (other than any legal process initiated by lawthe Executive, court orderwhether directly or indirectly), or similar compulsion; provided, however, that such disclosure shall be limited to the extent so required or compelled; and provided, further, provided that the Executive shall give the Company provides prior written notice of such disclosure and cooperate with to the Company in seeking suitable protectionso that the Company may take reasonable and lawful actions to avoid and/or minimize the extent of such disclosure. The Executive shall will take all reasonably appropriate steps to safeguard Confidential Information within their control in his possession and to protect such Confidential Information it against disclosure, misuse, espionage, loss and theft. Upon the Company’s request, the The Executive shall deliver to the Company on upon the Termination DateDate of Termination, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof regardless of the form thereof (including electronic and optical copies)thereof) relating to the Confidential Information or the Work Product (as defined belowhereinafter defined) of the business of the Company or any of its Affiliates affiliates which the Executive may then possess or have under their his control. Notwithstanding the foregoing, the Executive may retain his rolodex and other address books containing only contact information.

Appears in 1 contract

Samples: Employment Agreement (Berry Plastics Corp)

Nondisclosure and Nonuse of Confidential Information. (a) The Executive EXECUTIVE shall not disclose or use at any time, either during the Employment Period or thereafter, time any Confidential Information (as defined below) of which the Executive EXECUTIVE is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Executive’s EXECUTIVE'S performance in good faith of duties assigned to the Executive EXECUTIVE by the Company or is required to be disclosed by law, court order, or similar compulsion; provided, however, that such disclosure shall be limited to the extent so required or compelled; and provided, further, that the Executive EXECUTIVE shall give the Company notice of such disclosure and cooperate with the Company in seeking suitable protection. The Executive shall take all reasonably appropriate steps to safeguard Confidential Information within their control and to protect such Confidential Information against disclosure, misuse, espionage, loss and theft. Upon the Company’s request, the Executive EXECUTIVE shall deliver to the Company on the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof regardless of the form thereof (including electronic and optical copies)) relating to the Confidential Information or the Work Product (as defined below) of the business Business of the Company or any of its Affiliates which the Executive EXECUTIVE may then possess or have under their his control.

Appears in 1 contract

Samples: Employment Agreement (Md Technologies Inc)

Nondisclosure and Nonuse of Confidential Information. (a) The Executive shall not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by himher, except to the extent that such disclosure or use is directly related to and required by the Executive’s performance in good faith of duties assigned to the Executive by the Company or is required to be disclosed by law, court order, or similar compulsion; provided, however, that such disclosure shall be limited to the extent so required or compelled; and provided, further, that the Executive shall give the Company notice of such disclosure and cooperate with the Company in seeking suitable protection. The Executive shall take all reasonably appropriate steps to safeguard Confidential Information within their control and to protect such Confidential Information against disclosure, misuse, espionage, loss and theft. Upon the Company’s request, the Executive shall deliver to the Company on the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof regardless of the form thereof (including electronic and optical copies)) relating to the Confidential Information or the Work Product (as defined below) of the business of the Company or any of its Affiliates which the Executive may then possess or have under their control.

Appears in 1 contract

Samples: Employment Agreement (Imageware Systems Inc)

Nondisclosure and Nonuse of Confidential Information. (a) The Executive Employee shall not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as defined belowhereinafter defined) of which the Executive Employee is or becomes awareaware as a consequence of or in connection with his employment with the Company, whether or not such information is developed by him, except (i) to the extent that such disclosure or use is directly related to and required by in furtherance of the ExecutiveEmployee’s performance in good faith of his duties assigned as the Company’s Chief Executive Officer and President, or (ii) to the Executive extent required by law or legal process; provided that (A) the Employee agrees to provide the Company with prompt written notice of any such law or legal process and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such law or legal process that the Company in its sole discretion pursues, and (B) in complying with any such law or legal process, the Employee shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by law, court order, such law or similar compulsion; provided, however, that such disclosure shall be limited to the extent so required or compelled; and provided, further, that the Executive shall give the Company notice of such disclosure and cooperate with the Company in seeking suitable protectionlegal process. The Executive shall Employee will take all reasonably appropriate commercially reasonable steps to safeguard Confidential Information within their control and to protect such Confidential Information it against disclosure, misuse, espionage, loss and theft. Upon the Company’s request, the Executive The Employee shall deliver to the Company on the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof regardless of the form thereof (including electronic and optical copies)thereof) relating to the Confidential Information or the Work Product (as defined belowhereinafter defined) of the business of the Company or any of its Affiliates which the Executive Employee may then possess or have under their his control.

Appears in 1 contract

Samples: Employment Agreement (Otelco Inc.)

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