Propriety Information Clause Examples

Propriety Information. 7.1 The Employee acknowledges and agrees that, in the course of his employment by the Company, he will have access to confidential and propriety information of the Company regarding, without limitation, the business, financial, research, exploratory, engineering, production, marketing and sales activities of the Company. Such information, whether documentary, written, oral or computer generated, shall be deemed to be and referred to as "Proprietary Information". 7.2 Proprietary Information shall be deemed to include any and all proprietary information disclosed by or on behalf of the Company and irrespective of form, but excluding information that: (i) was known to the Employee prior to his association with the Company and can be so proven; (ii) shall have appeared in any printed publication or patent or shall have become a part of the public knowledge except as a result of a breach of this Agreement by the Employee; (iii) shall have been received by the Employee from a third party having no obligation to the Company; (iv) reflects general skills and experience gained during the Employee's engagement by the Company; or (v) reflects information and data generally known within the industries or trades in which the Company transacts business. 7.3 The Employee agrees and declares that all Proprietary Information, patents and other rights in connection therewith shall be the sole property of the Company and its assigns. At all times, both during his engagement by the Company and for a period of five (5) years after its termination, the Employee will keep in confidence and trust all Proprietary Information, and the Employee will not use or disclose any Proprietary Information or anything relating to it without the written consent of the Company, except as may be necessary in the ordinary course of performing the Employee's duties hereunder and in the best interests of the Company. 7.4 Upon termination of his employment with the Company, the Employee will promptly deliver to the Company all documents and materials of any nature pertaining to his work with the Company, and he will not take with him any documents or materials or copies thereof containing any Proprietary Information. 7.5 The Employee recognizes that the Company received and will receive confidential or proprietary information from third parties subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. At all times, bo...

Propriety Information. 17.1 Design, samples, drawings, specifications, schedules or any other information supplied by PTI (“Confidential Information”) are propriety and confidential and shall not be disclosed to any person or entity and shall not be used for any purpose other than the fulfillment of the Order. 17.2 The Supplier must not, without PTI’s prior written consent in each instance, advertise or in any other way publish or disclose Confidential Information or the fact that Supplier supplies or has made an agreement to supply to PTI. 17.3 Supplier agrees to return, after complete delivery of all Orders, or earlier immediately upon PTI’s request, all Confidential Information and all copies thereof. Copies of Confidential Information may only be made upon PTI’s written consent in each instance. 17.4 Except as agreed to in writing by PTI, no information disclosed to PTI from Supplier shall be deemed to be confidential or proprietary information.

Propriety Information. Executive recognizes that, on account of and in connection with his employment, he will gain access to and have possession of (i) the names and addresses of the Company's clients and customers and written compilations thereof, (ii) financial information relating to the Company, (iii) information for and about potential acquisitions of other businesses (iv) other information about the conduct of the Company's business. Executive hereby recognizes such information about the conduct of the Company, and agrees not to reveal such information to third parties except with the Company's written consent, or as may be necessary in the ordinary course of performing Executive's duties for the Company or as otherwise directed by the Company, and agrees to turn over to the Company all such records, compilations, files, and memoranda, to the Company upon termination of his employment, and all copies thereof, keeping no such copies for him.

Propriety Information. Executive acknowledges and agrees that [he/she] has had access to certain “Confidential Information” of the Company. Confidential Information as used throughout this Agreement means any secret or proprietary information not generally available to the public relating directly to the Company’s business and that of the Company’s affiliated companies and subsidiaries, including, but not limited to, sales, software, technical compilations, products, customer lists, pricing policies, employment records and policies, operational methods, marketing plans and strategies, product development techniques or plans, business acquisition plans, personnel acquisition plans, methods of manufacture, technical processes, designs and design projects, inventions and research programs, trade “know-how,” trade secrets (as defined in California Civil Code Section 3426.1(d)), specific software, algorithms, computer processing systems, object and source codes, user manuals, systems documentation, and other business affairs of the Company and the Company’s affiliated companies and subsidiaries. Executive agrees to keep strictly confidential all Confidential Information and will not disclose any Confidential Information to any competitor, third person, firm, corporation, association, or entity for any purpose. Any breach of the provisions of this confidentiality provision shall be deemed a material breach of this Agreement. It is understood and agreed that the promises and representations as to the confidentiality and non-disparagement provisions contained in paragraphs 9 and 10 of this Agreement constitute a material consideration of this Agreement, and any breach by either of the parties of said confidentiality and/or non-disparagement provisions shall be deemed a material breach of this Agreement. Further, Executive agrees that in the event of any breach of these provisions, monetary damages are not adequate, and the Company may seek injunctive or other equitable relief to prevent any further breach in any court of competent jurisdiction. Nothing contained in this Agreement shall prohibit or prevent Executive from: (i) reporting possible violations of federal law or regulations, including any possible securities laws violations, to any governmental agency or entity, including the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Congress, or any agency Inspector General; (ii) making any other disclosures that are protected under the whistleblower pr...

Propriety Information. Each of the Consultant and Nadav agrees during the term of this Agreement and thereafter that it/he will take all steps reasonably necessary to hold the Company’s Proprietary Information in trust and confidence, will not use Proprietary Information in any manner or for any purpose other than providing the Company with the Consulting Services, and will not disclose any such Proprietary Information to any third party without first obtaining Company’s express written consent on a case-by-case basis. By way of illustration but not limitation “Proprietary Information” includes (a) trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques (hereinafter collectively referred to as “Inventions”); and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (c) information regarding the skills and compensation of other employees of Company.

Propriety Information. 14.1 Information including data and documentation ("Information") in whatever form disclosed by PracSys and identified as confidential or proprietary or which by its nature would be regarded as confidential or proprietary shall be and remain the property of PracSys. NASI shall have a royalty-free license to use such Information in connection with the use, operation and maintenance of the Equipment. NASI shall respect the confidential and proprietary nature of such Information, shall not disclose it to third parties or permit its dissemination to its own employees other than those having a need to know, shall limit and control the copying of such Information and shall keep all copies *** REDACTED PORTION. CONFIDENTIAL TREATMENT REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE COMMISSION. (which shall be numbered) in a secure place when not in use, shall require its employees to respect the confidential and proprietary nature of the Information, and shall treat such Information with a caution and care not less than that with which it treats its own confidential or proprietary information and will use similar means to protect it from unauthorized disclosure. 14.2 Without limiting the foregoing, NASI shall not use such Information for the purpose of designing or manufacturing any equipment or parts unless the same is necessary to the operation of the Equipment and PracSys has not been able to provide the needed equipment or parts. 14.3 No information, data or material shall be considered confidential or proprietary if (i) it is in the public domain without fault of NASI or its employees or is made publicly available by PracSys (ii) is disclosed to NASI by another party under no obligation to maintain its confidentiality, (iii) if it was already known to NASI, such prior knowledge to be demonstrated only by written documents in existence prior to the date of disclosure or (iv) if it corresponds in substance to information which NASI independently develops. 14.4 Information including data and documentation ("Information") in whatever form disclosed by NASI and identified as confidential or proprietary or which by its nature would be regarded as confidential or proprietary shall be and remain the property of NASI. PracSys shall have a royalty-free license to use such Information in connection with the use, operation and maintenance of the Equipment. PracSys shall respect the confidential and proprietary nature of such Information, shall not dis...

Propriety Information. The master copy of each proposal shall be retained for official files and will become subject to the Public Records Act. Sincerely, Xxxxx Xxxx Public Works Director

Propriety Information. College must not independently use, or provide to any other party, any of Lovegevity’s information, strategies, lectures, ideas, materials, instructors, trademarks, logos, copyrights, or any other similar type of information. This provision survives the termination of this Agreement.

Propriety Information. A party will not be in violation of this Agreement for disclosing the other party’s Proprietary Information when (i) disclosure of the information by the disclosing party is reasonably necessary to carry out the purposes for which the information was provided or made available to the disclosing party; (ii) the information is or becomes publicly available other than as a result of a breach of this Agreement; (iii) the information is disclosed to the disclosing party by a third party not subject to any obligation of confidentiality; (iv) the information was already known by the disclosing party prior to the date of this Agreement (unless disclosed in connection with negotiations and discussions related to this Agreement or associated transactions); or (v) the information was independently developed by the disclosing party without reference to Proprietary Information received from the other party. In addition, each party is authorized to disclose Proprietary Information of the other to (i) individuals who are employed by or who are agents of the disclosing party who require such information in the course and scope of their employment; (ii) the disclosing party’s attorneys (both internal and external); (iii) persons who are employed as auditors by a public accounting firm hired by the disclosing party; (iv) persons who are employed by any federal or state agency having regulatory authority over the disclosing party; and (v) consultants and contractors employed by the disclosing party who require such access in the ordinary course and scope of their employment by the disclosing party. However, each such person to whom Proprietary Information is disclosed shall be similarly obligated to maintain the confidentiality of the Proprietary Information.