Trade Secrets and Know-how Sample Clauses

Trade Secrets and Know-how. (i) During the Term of Employment and for all time following the Date of Termination (as defined below), the Employee shall not, directly or indirectly, use, furnish or make accessible to any person, firm or corporation or other business entity, whether or not he, she, or it competes with the business of the Company or any other Avatar Entity, (x) any trade secret or know-how acquired by the Employee during the Employee’s employment by the Company which relates to the business practices, methods, processes or other confidential or secret aspects of the business of any of the Avatar Entities, (y) any information concerning the business and affairs of the Avatar Entities and (z) any notes, analyses, compilations, studies, summaries and other material prepared by or for the Company continuing or based, in whole or in part, on any information included in clause (x) or (y) above, without the prior written consent of the Company (such information, subject to Section 4(a)(ii) below, being referred to as the “Confidential Information”).
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Trade Secrets and Know-how. (i) During the Term of Employment and for all time following the Date of Termination, the Employee shall not, directly or indirectly, use, furnish or make accessible to any person, firm or corporation or other business entity, whether or not he, she, or it competes with the business of the Company, its subsidiaries and/or affiliates (each of the foregoing entities being referred to herein, collectively and individually, as the “Avatar Entities”), (x) any trade secret or know-how acquired by the Employee during the Employee’s employment by the Company which relates to the business practices, methods, processes or other confidential or secret aspects of the business of any of the Avatar Entities, (y) any information concerning the business and affairs of the Avatar Entities and (z) any notes, analysis, compilations, studies, summaries and other material prepared by or for the Company continuing or based, in whole or in part, on any information included in clause (x) or (y) above, without the prior written consent of the Company (such information, subject to Section 4(a)(ii) below, being referred to as the “Confidential Information”).
Sample 1
Trade Secrets and Know-how. Notwithstanding anything to the contrary set forth herein, the parties acknowledge that due to the overlap between the respective businesses of Parent and Seller there are certain trade secrets and know-how regarding the Assets and the Business in the possession of employees of the Parent and Seller. Accordingly, Parent and Seller, on the one hand, and Purchaser, on the other hand, grant each other non-exclusive, worldwide, perpetual, royalty-free licenses to use such trade secrets and know-how in their respective businesses.
Sample 1
Trade Secrets and Know-how. To the extent that either party discloses to the other any trade secrets, know-how or other proprietary, non-public information in connection with the licenses granted by this Agreement, each party acknowledges and agrees that such information constitutes valuable trade secrets of the disclosing party, and that it shall use such information solely for the purposes permitted herein, and shall not disclose such trade secrets, know-how or other proprietary, non-public information to any third party, except where appropriate steps have been taken to ensure that the confidentiality of such information shall be preserved. Notwithstanding the foregoing, this paragraph shall not apply to any information which (a) was known to the recipient prior to disclosure by the disclosing party (without limiting the protections under that certain Non-solicitation and Non-disclosure Agreement dated of even date herewith afforded to any proprietary, non-public information of either party that are known by the other party as of the date hereof), (b) was obtained by the recipient from a separate source not under any obligation to keep such information confidential, (c) was independently developed by the recipient, or (d) is or becomes publicly available through no fault or action of the recipient.
Sample 1
Trade Secrets and Know-how. (A) All business and technical information, nonpatented inventions, copyrights, discoveries, processes, formulations, trade secrets, know-how and technical data to the extent used exclusively in connection with the Allegiance Business including those set forth on SCHEDULE 4.2(vii) hereto and the trade secrets and technical documentation listed in SCHEDULE 8.1(a), and all rights which are associated with the foregoing, including, without limitation: (1) the right to xxx, recover and retain such recoveries for infringement of the foregoing prior to the Spin-Off Date; (2) the right to continue in the name of Baxter and its Subsidiaries any pending actions relating to the foregoing, and to recover and retain any damages therefrom, provided, however, that to the extent that such recoveries relate to infringements of both Baxter Products and Allegiance Products, such recoveries shall be apportioned between Baxter and Allegiance on a pro-rata basis based on the relative damages suffered by each, after reimbursement of each Parties' costs and expenses incurred in obtaining such recoveries; (3) the assignment of all business and technical information, nonpatented inventions, discoveries, processes, formulations, trade secrets, know-how and technical data made or conceived by employees, consultants or contractors of Baxter or its Subsidiaries as to which BHC or its Subsidiaries have rights under any agreement or otherwise relating to the foregoing; (4) the assignment of all business and technical information, nonpatented inventions, discoveries, processes, formulations, trade secrets, know-how and technical data made or conceived by third parties as to which BHC or its Subsidiaries have rights pursuant to executory agreements with said third parties relating to the foregoing; and (5) all permits, grants, contracts, agreements and licenses running to or from BHC or its Subsidiaries relating to the foregoing. As of the Spin-Off Date, and except as permitted pursuant to the terms and conditions of SECTION 8.1 herein, Baxter and its Subsidiaries shall cease all use of the foregoing, and Baxter agrees to terminate any license granted to its Subsidiaries with respect to the foregoing.
Sample 1
Trade Secrets and Know-how. Clinical data, training manuals, marketing or promotional materials and other trade secrets and know-how which are necessary or useful to make, use or sell the Product, whether or not subject to protection as a trade secret under applicable Laws (Note: Seller does not hold any copyright registrations or other registrations for such data and know-how as of the Effective Date); and
Sample 1
Trade Secrets and Know-how. Licensor and Licensee will each take all reasonable measures to protect the confidential nature and trade secret status of any and all trade secrets and know-how constituting the other Party's Confidential Information (whether or not such Confidential Information forms part of the Licensed Technology), including at least the measures that each Party takes to protect its own trade secrets, confidential information or proprietary know-how not subject to this Agreement.
Sample 1
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Related to Trade Secrets and Know-how

  • Trade Secrets and Proprietary Information (a) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment, Executive agrees that he will not, during or after the Term, without the consent of the Board make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the term here of, except that nothing in this Agreement shall be construed to prohibit Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the Board, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, or (c) subsequent to the Term, if such information shall have either (i) been developed by Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and affiliates, other than affiliates whose relationship as an affiliate is derived solely from Executive’s interest in or position at the affiliate.

  • Trade Secrets (i) With respect to each Trade Secret, the documentation relating to such Trade Secret is current, accurate, and sufficient in detail and content to identify and explain it and to allow its full and proper use without reliance on the knowledge or memory of any individual.

  • Trade Secrets and Confidential Information The Executive represents and warrants that: (i) the Executive is not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive from performing the Executive’s Duties for the Company or otherwise complying with this Agreement, and (ii) the Executive is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. The Executive agrees that the Executive will not: (1) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (2) during the Executive’s employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by the Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3) upon the Executive’s resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in the Executive’s possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s written consent. The obligations under this subsection A shall: (I) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (II) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

  • Trade Secrets and Confidential Information/Company Property Employee reaffirms and agrees to observe and abide by the terms of the Employment Agreement and the Confidentiality Agreement, specifically including the provisions therein regarding nondisclosure of the Company’s trade secrets and confidential and proprietary information, and the restrictive covenants contained therein. Employee’s signature below constitutes his certification under penalty of perjury that he has returned all documents and other items provided to Employee by the Company, developed or obtained by Employee in connection with his employment with the Company, or otherwise belonging to the Company.

  • Technical Information Methods, processes, formulae, compositions, systems, techniques, inventions, machines, computer programs and research projects, unpatented inventions, designs, know-how, trade secrets, technical information and data, specifications, blueprints, transparencies, test data, and additions, modifications, and improvements thereon which are revealed to Employee.

  • Confidential Information Intellectual Property You acknowledge and agree that, as a result of your employment, you will have access to trade secrets and other confidential or proprietary information of the Company and its customers and vendors (“Confidential Information”). Such information includes, but is not limited to: (i) customers and clients and customer or client lists, (ii) accounting and business methods, (iii) services or products and the marketing of such services and products, (iv) fees, costs and pricing structures, (v) designs, (vi) analysis, (vii) drawings, photographs and reports, (viii) computer software, including operating systems, applications and program listings, (ix) flow charts, manuals and documentation, (x) databases, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) copyrightable works, (xiii) all technology and trade secrets, and (xiv) all similar and related information in whatever form. You agree that you shall not disclose or use at any time, either during your employment with the Company or thereafter, any Confidential Information, except to the extent that such disclosure or use is directly related to the Company’s business, or unless required to by law, or unless and to the extent that the Confidential Information in question has become generally known to and available for use by the public other than as a result of your acts or omissions to act. In addition, you further agree that any invention, design or innovation that you conceive or devise from your use of Company time, equipment, facilities or support services belong exclusively to the Company, and that it may not be used for your personal benefit, the benefit of a competitor, or for the benefit of any person or entity other than the Company.

  • CONFIDENTIAL INFORMATION; TRADE SECRETS By electronically signing Exhibit A to this Agreement, you acknowledge that the Company regards certain information relating to its business and operations as confidential. This includes all information that the Company could reasonably be expected to keep confidential and whose disclosure to third parties would likely be disparaging or detrimental to the Company (“Confidential Information”). Your electronic signature also acknowledges that the Company has certain information that derives economic value from not being known to the general public or to others who could obtain economic value from its disclosure or use, which the Company takes reasonable efforts to protect the secrecy of (“Trade Secrets”).

  • Confidential Information and Intellectual Property (a) Other than in the performance of the Executive’s duties hereunder, the Executive agrees not to use in any manner or disclose, distribute, publish, communicate or in any way cause to be used, disclosed, distributed, published, or communicated in any way or at any time, either while in the Company's employ or at any time thereafter, to any person not employed by the Company, or not engaged to render services to the Company, any Confidential Information (as defined below) obtained while in the employ of the Company.

  • 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.

  • Trade Secret The term “Trade Secret” for purposes of this Agreement shall mean information, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers that:

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