Proprietary Information and Non Competition. 5.1 For the purposes of this Article, the following shall have the designated meanings.
Proprietary Information and Non Competition. 8.1 Employee recognizes and acknowledges that the performance of his services hereunder will necessarily result in disclosure to him of certain trade secrets and confidential information, including source of supply information, sales information, customer lists, customer information and pricing, all of which are special and unique assets and trade secrets of Employer's business. For the purpose of this Agreement, such information shall be referred to and is acknowledged as "proprietary information of the Employer." In view of the foregoing, in addition to and not in limitation of the provisions of the Noncompetition Agreement executed concurrently herewith by Newpark and Employee, Employee agrees that:
Proprietary Information and Non Competition. The Executive acknowledges and stipulates that, in the performance of his duties hereunder, the Executive is entrusted by the Company and its subsidiaries with confidential and secret information of a proprietary nature, including, but not limited to scientific data, financial and statistical information regarding affairs of the Company and its subsidiaries, supplier and subcontractor lists, price and cost information, business plans and programs, expansion plans, data methods, techniques, marketing date, designs and know-how, developed or obtained by the Company or its subsidiaries (collectively, "Proprietary Information"). The Executive may not at any time use, or cause or permit others to use, the Proprietary Information except in the performance of his duties for the Company and shall not directly or indirectly disclose at anytime either during the Term or for a period of two (2) years thereafter any such Proprietary Information to any third party other than in the course of the performance of his duties for the Company. "Proprietary Information" shall not include any (i) information which is part of the public domain (other than by act of the Executive), or (ii) any information required to be disclosed by law. Executive agrees that, subsequent to the termination of this Employment Agreement, unless terminated by the Company without Cause or by the Executive for Good Reason, Executive shall not:
Proprietary Information and Non Competition. Optionee acknowledges that the Corporation’s business success requires the protection of its trade secrets and proprietary or otherwise confidential information. Optionee hereby affirms and renews the obligation to protect the Corporation’s confidential information, as set forth and defined in the agreement between the Corporation and Optionee regarding protection of confidential information (which may be entitled “Employee Proprietary Information Agreement”). The Corporation hereby agrees to upon execution of this Agreement (and hereafter throughout Optionee’s employment) provide Optionee with confidential information and immediate vesting in 1% of the Option Shares subject to this Option (as indicated in the vesting schedule set forth in the Notice of Grant), and by signing this Agreement, Optionee acknowledges delivery and receipt of same. Optionee further acknowledges that in and as a result of his or her employment by Corporation, he or she will be making use of, acquiring, accessing, and/or adding to such confidential information. Optionee recognizes that access to and knowledge of this information is essential to the performance of Optionee’s duties hereunder. Optionee acknowledges and agrees that Corporation’s confidential information is a valuable, special, and unique asset of Corporation and such confidential information is extremely important in the software industry. Optionee acknowledges that the disclosure of any confidential information may cause imminent harm and substantial, irreparable injury, including loss of profit and other damages such as loss of goodwill and a decrease in market share which are difficult to calculate. Optionee further acknowledges that Corporation retains a proprietary interest in its confidential information that persists beyond the termination of Optionee’s employment or this Agreement. Optionee further acknowledges that the preservation and protection of the confidential information is an essential part of Optionee’s employment by and business relationship with Corporation and that Optionee has a duty of fidelity and trust to Corporation in handling the confidential information. For good and valuable consideration (including the Corporation’s agreement to provide Optionee with confidential information and the immediate vesting of 1% of the Option Shares subject to this Option), it is agreed as follows:
Proprietary Information and Non Competition. The Employee shall, on the Effective Date, enter into a Key Employee Invention Assignment and Confidentiality Agreement in the form as Exhibit A attached hereto and a Non-Compete Agreement (together with the Key Employee Invention Assignment and Confidentiality Agreement, the “Ancillary Agreements”) in the form as Exhibit B attached hereto. The Employee agrees that the entering into the Ancillary Agreements is necessary to protect the interests of the Company, its Subsidiaries or Affiliates and is reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that this Article 5 or any provision in the Ancillary Agreements is unenforceable because of the duration or geographical scope of such provision, such court will have the power to reduce the duration or scope of such provision, as the case may be, and, in its reduced form, such provision will be enforceable.
Proprietary Information and Non Competition. Both parties undertake to keep confidential the terms and conditions of this Agreement, except for those disclosures required by law. Both parties undertake not to divulge to clients, partners, customers and business relations the terms of this agreement or Company Proprietary Information, unless such disclosure is otherwise mutually agreed upon in writing.
Proprietary Information and Non Competition. You acknowledge your continuing obligations under and agree to be bound by the Confidentiality Agreement attached hereto as Exhibit A. You also acknowledge your continuing obligations under the Agreement not to Compete and Non-Solicitation Agreement that you executed in connection with your initial hire, and also agree to be bound by the Non-Compete and Non-Solicitation Agreement attached hereto as Exhibit B. You further agree that in your position at PetSmart you have been given confidential, proprietary, and trade secret information and that acceptance of a position with a competitor of PetSmart will inevitably result in disclosure of PetSmart confidential and proprietary information. You agree not to use or disclose any confidential or proprietary information of the Company without prior written authorization from a duly authorized officer of the Company except as may be required by law or in any judicial process. You further agree until eighteen (18) months from the Separation Date, you will not directly or indirectly, aid, assist, participate in, consult with, render services for, accept a position with, become employed by, or otherwise enter into any relationship with any PetSmart Competitor.
Proprietary Information and Non Competition. 6.1 As used herein, the term “
Proprietary Information and Non Competition. The Executive acknowledges and agrees that the duties of the Executive under the terms of this Agreement will involve the use and creation of customer lists, forecasting techniques and know-how, software, services, future plans and other trade secrets of the Company in connection with its business which are valuable, proprietary, confidential and not in the public domain ("Proprietary Information"). Accordingly, the Executive agrees as follows:
Proprietary Information and Non Competition. The Executive acknowledges and stipulates that, in the performance of his duties hereunder, the Executive is entrusted by the Company and its subsidiaries with confidential and secret information of a proprietary nature, including, but not limited to scientific data, financial and statistical information regarding affairs of the Company and its subsidiaries, supplier and subcontractor lists, price and cost information, business plans and programs, expansion plans, data methods, techniques, marketing data, designs and know-how, developed or obtained by the Company or its subsidiaries (collectively, "Proprietary Information"). The Executive may not at any time use, or cause or permit others to use, the Proprietary Information except in the performance of his duties for the Company and shall not directly or indirectly disclose at any time either during the Term or for a period of two years thereafter any such Proprietary Information to any third party other than in the course of the performance of his duties for the Company. "Proprietary Information" shall not include any
