Confidential Information Clause Example with 5 Variations from Business Contracts

Confidential Information. You confirm and agree that (a) you have not used or disclosed any Confidential Information other than as necessary in the ordinary course of performing your duties as a ServiceMaster employee for the benefit of ServiceMaster, and (b) you will keep in confidence and trust all Confidential Information known to you you, and will not use or disclose such Confidential Information without the prior written consent of ServiceMaster. As used in this Agreement, "Confidential Information" means ServiceMas...ter's trade secrets, proprietary information and/or other non‐public information relating to ServiceMaster's business operations as well as private, proprietary and/or non-public information obtained by ServiceMaster from customers, suppliers, contractors, employees or other third parties. Nothing in this Agreement shall preclude you from reporting suspected unlawful activity to any government agency or providing truthful testimony or information in response to a valid subpoena, court order or request of any government agency. Pursuant 3 8. Non‐Compete/Non‐Solicitation/Non‐Interference. While you remain employed by ServiceMaster and for a period of 12 months following your Separation Date, you shall not, directly or indirectly (whether as owner, stockholder, director, officer, employee, principal, agent, consultant, independent contractor, partner or otherwise), in North America or any other geographic area in which ServiceMaster or any subsidiary of ServiceMaster is then conducting business: a. own, manage, operate, control, participate in, perform services for, or otherwise carry on, a business similar to or competitive with the Defend Trade Secrets Act, 18 USC §§ 1831-39, you are hereby noticed as follows: An individual may business conducted by ServiceMaster, provided that the foregoing shall not be held criminally or civilly liable under prohibit your passive ownership of less than 1% of any federal or state trade secret law for disclosure class of voting securities of a trade secret: (a) made public or privately‐held company which would otherwise be prohibited under this Section; b. solicit the business of any customer of ServiceMaster in confidence competition with ServiceMaster; c. induce or attempt to a government official, either directly or indirectly, or induce any employee of ServiceMaster to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for 3 retaliation based on the reporting of a suspected violation of law may disclose a trade secret to terminate his or her attorney employment with ServiceMaster and/or to become employed by any other business or other entity; or d. interfere with ServiceMaster's relations with any of its customers, franchisees, subcontractors, consultants, suppliers or business partners. This Agreement is in addition to and use does not supersede any other agreements prohibiting competition with ServiceMaster. Failure to abide by this Agreement or other such agreements with the trade secret Company will give the Company (in addition to any other remedies which may be available to the Company) the right, exercised in its sole and absolute discretion, to (a) suspend or cancel the payments contemplated in this Agreement and (b) obtain a refund for any such payments already made (collectively, "Company Rights"). You acknowledge and agree that, as a result of your executive role with ServiceMaster, you had access to secret, proprietary and confidential information in regarding ServiceMaster and its businesses, including Confidential Information (as defined above), and therefore understand and agree that (a) both the court proceeding, so long as any document containing the trade secret is filed under seal nature of this covenant and the individual does not disclose scope of this covenant, as well as the trade secret except pursuant covenants in Paragraphs 6 and 7 of this Agreement, are reasonable and necessary for the protection of ServiceMaster, including its secret, proprietary and confidential information, goodwill and customer relationships and (b) that ServiceMaster will be irreparably harmed by any breach of Paragraphs 6, 7 and 8, entitling it to court order. seek injunctive and other equitable relief. View More

Confidential Information. You confirm acknowledge and agree that (a) you have not used or disclosed any Confidential Information other than as necessary in the ordinary course of performing your duties as a ServiceMaster employee for the benefit of ServiceMaster, and (b) you will keep in confidence and trust all Confidential Information known to you you, and will not use or disclose such Confidential Information without the prior written consent of ServiceMaster. As used in this Agreement, "Confidential Information" mean...s ServiceMaster's (a) all trade secrets, proprietary information and/or information, business techniques and processes, technical know-how and other non‐public information relating to ServiceMaster's business operations as well as private, proprietary and/or non-public information (including customer, supplier, marketing and financial information) used by the Company in connection with its business operations; (b) non-public business information obtained by ServiceMaster from customers, franchisees, suppliers, contractors, employees or contractors and other third parties. business partners; and (c) private personnel information. Nothing in this Agreement shall preclude precludes you from reporting suspected unlawful activity (a) making any report or disclosure to any a government agency to the extent required or providing truthful testimony protected by statute, regulation or information other applicable law; or (b) testifying truthfully in response any legal proceedings to a valid subpoena, court order or request of any government agency. the extent compelled by subpoena. Pursuant to the Defend Trade Secrets Act, 18 USC §§ 1831-39, you are hereby noticed as follows: An individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret: (a) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for 3 retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.  7. Non‐Compete/Non‐Solicitation/Non‐Interference. While you remain employed by ServiceMaster and for a period of 12 months following your Separation Date, you shall not, directly or indirectly (whether as owner, stockholder, director, officer, employee, principal, agent, consultant, independent contractor, partner or otherwise), in North America or any other 3 geographic area in which ServiceMaster or any subsidiary of ServiceMaster is then conducting business: a. own, manage, operate, control, participate in, perform work for, or otherwise carry on, a business similar to or competitive with the business conducted by ServiceMaster, provided that the foregoing shall not prohibit your passive ownership of less than 1% of any publicly-held company; b. solicit the business of any customer of ServiceMaster in competition with ServiceMaster; c. induce or attempt to induce any employee of ServiceMaster to terminate his or her employment with ServiceMaster and/or to become employed by any other business or other entity; or d. interfere with ServiceMaster's relations with any of its customers, franchisees, subcontractors, consultants, suppliers or business partners. This Agreement is in addition to and does not supersede any other agreements prohibiting competition with ServiceMaster. Failure to abide by this Agreement or other such agreements with the Company will give the Company (in addition to any other remedies which may be available to the Company) the right, exercised in its sole and absolute discretion, to (a) suspend or cancel the payments contemplated in this Agreement and (b) obtain a refund for any such payments already made (collectively, "Company Rights"). You understand and recognize that, as a result of your executive role with ServiceMaster, you had contact with, and developed and furthered relationships with, customers and/or prospective customers and/or had access to secret, proprietary and confidential information regarding ServiceMaster and its businesses, including Confidential Information (as defined above), and therefore understand and agree that (a) both the nature of this covenant and the scope of this covenant, as well as the covenants in Paragraphs 6 and 7 of this Agreement, are reasonable and necessary for the protection of ServiceMaster, including its secret, proprietary and confidential information, goodwill and customer relationships and (b) that ServiceMaster will be irreparably harmed by any breach of Paragraphs 6 and 7, entitling it to seek injunctive and other equitable relief. View More

Confidential Information. You confirm and agree that (a) you have not used or disclosed any Confidential Information other than as necessary in the ordinary course of performing your duties as a ServiceMaster employee for the benefit of ServiceMaster, and (b) you will keep in confidence and trust all Confidential Information known to you you, and will not use or disclose such Confidential Information without the prior written consent of ServiceMaster. As used in this Agreement, "Confidential Information" means ServiceMas...ter's trade secrets, proprietary information and/or other non‐public information relating to ServiceMaster's business operations as well as private, proprietary and/or non-public information obtained by ServiceMaster from customers, suppliers, contractors, employees or other third parties. Nothing in this Agreement shall preclude you from reporting suspected unlawful activity to any government agency or providing truthful testimony or information in response to a valid subpoena, court order or request of any government agency. Pursuant to the Defend Trade Secrets Act, 18 USC §§ 1831-39, you are hereby noticed as follows: An individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret: (a) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for 3 retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. View More

Confidential Information. You confirm acknowledge and agree that (a) you have not used or disclosed any Confidential Information other than as necessary in the ordinary course of performing your duties as a ServiceMaster employee for the benefit of ServiceMaster, and (b) you will keep in confidence and trust all Confidential Information known to you you, and will not use or disclose such Confidential Information without the prior written consent of ServiceMaster. As used in this Agreement, "Confidential Information" mean...s ServiceMaster's (a) all trade secrets, proprietary information and/or information, business techniques and processes, technical know-how and other non‐public information relating to ServiceMaster's business operations as well as private, proprietary and/or non-public information obtained (including customer, supplier, marketing and financial information) used by ServiceMaster in connection with its business operations; 3 (b) non-public business information obtained from customers, franchisees, suppliers, contractors, employees or contractors and other third parties. business partners; and (c) private personnel information. Nothing in this Agreement shall preclude precludes you from reporting suspected unlawful activity (a) making any report or disclosure to a government agency to the extent required or protected by statute, regulation or other applicable law (including for the avoidance of doubt under Rule 21F under the Securities Exchange Act of 1934); (b) cooperating with any government agency investigation; or providing truthful testimony or information (c) testifying truthfully in response any legal proceedings to the extent compelled by a valid subpoena, court order or request of any government agency. subpoena. Pursuant to the Defend Trade Secrets Act, 18 USC §§ 1831-39, you are hereby noticed as follows: An individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret: (a) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for 3 retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. View More

Confidential Information. You confirm acknowledge and agree that (a) you have not used or disclosed any Confidential Information other than as necessary in the ordinary course of performing your duties as a ServiceMaster employee for the benefit of ServiceMaster, and (b) you will keep in confidence and trust all Confidential Information known to you you, and will not use or disclose such Confidential Information without the prior written consent of ServiceMaster. As used in this Agreement, "Confidential Information" mean...s ServiceMaster's (a) all trade secrets, proprietary information and/or information, business techniques and processes, technical know-how and other non‐public information relating to ServiceMaster's business operations as well as private, proprietary and/or non-public information obtained (including customer, supplier, marketing and financial information) used by ServiceMaster in connection with its business operations; (b) non-public business information obtained from customers, franchisees, suppliers, contractors, employees or contractors and other third parties. business partners; and (c) private personnel information. Nothing in this Agreement shall preclude precludes you from reporting suspected unlawful activity (a) making any report or disclosure to a government agency to the extent required or protected by statute, regulation or other applicable law (including for the avoidance of doubt under Rule 21F under the Securities Exchange Act of 1934); (b) cooperating with any government agency investigation; or providing truthful testimony or information (c) testifying truthfully in response any legal proceedings to the extent compelled by a valid subpoena, court order or request of any government agency. subpoena. Pursuant to the Defend Trade Secrets Act, 18 USC §§ 1831-39, you are hereby noticed as follows: An individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret: (a) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for 3 retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. View More