Confidential Information Contract Clauses (3,119)

Confidential Information. The Executive agrees to maintain the strict confidentiality of all Confidential Information during the term of this Agreement and thereafter. (b) Scope. For purposes of this Agreement, "Confidential Information" shall mean all information and materials of Company, and all information and materials received by Company from third parties (including but not limited to affiliates, subsidiaries, chapters, and members of Company), which are not generally publicly available and all other information an...d materials which are of a proprietary or confidential nature, even if they are not marked as such. (c) Survival. This provision shall survive the termination of this Agreement indefinitely. View More

Confidential Information. Mr. Cruz will hold in strict confidence and not disclose any information regarding Rich Cigars and/or persons affiliated with Rich Cigars that is not readily available to the public including, without limitation, information regarding Rich Cigars' customers, financial reports and data, costs, pricing, business strategies, business methods, capacities, plans, data and lists, forms, contracts, contacts, suppliers and other vendors, staffing, compensation, private communications among Rich Cigars s...taff and/or between Rich Cigars and Mr. Cruz, and any other information about Rich Cigars that has not been publicly disclosed. These confidentiality obligations shall survive termination of this Agreement and shall continue indefinitely, with the sole exception of disclosures compelled by law (e.g., pursuant to court order) or advance consent to disclosure by Rich Cigars. Disclosures to Cruz Control, and its employees and attorneys, are permitted by Rich Cigars upon the condition that all such recipients agree to be bound by the confidentiality terms of this Agreement. Cruz Control is the guarantor of compliance with such terms by Cruz Control and those working with it who receive confidential information regarding Rich Cigars. View More

Confidential Information. Executive covenants and agrees not to reveal to any person, firm, or corporation any confidential information of any nature concerning the Employer or its business, or anything connected therewith. As used in this Section 10, the term "Confidential Information" means all of the Employer's and its Affiliates' confidential and proprietary information and trade secrets in existence on the date hereof or existing at any time during the term of this Agreement, including but not limited to – (a) the w...hole or any portion or phase of any business plans, financial information, operational plans and policies, or customer information, (b) the whole or any portion or phase of any marketing information, customer lists, pricing information or projections, and (c) trade secrets, as defined from time to time by the laws of the State of North Carolina. Despite the foregoing, Confidential Information excludes information that - as of the date hereof or at any time after the date hereof - is published or disseminated without obligation of confidence or that becomes a part of the public domain (x) by or through action of the Employer, or (y) otherwise than by or at the direction of Executive. This Section 10 does not prohibit disclosure required by an order of a court having jurisdiction or a subpoena from an appropriate governmental agency or disclosure made by Executive in the ordinary course of business and within the scope of Executive's authority. Executive agrees to deliver or return to the Employer upon expiration of this Agreement, or as soon thereafter as possible, all written information and any other similar items furnished by the Employer or prepared by Executive in connection with Executive's service hereunder. Executive will retain no copies thereof after termination of this Agreement or termination of Executive's employment. Executive acknowledges that it is impossible to measure in money the damages that will accrue to the Employer if Executive fails to observe the obligations imposed by this Section 10. Accordingly, if the Employer institutes an action to enforce the provisions hereof, Executive hereby waives the claim or defense that an adequate remedy at law is available to the Employer, and Executive agrees not to urge in any such action the claim or defense that an adequate remedy at law exists. For purposes of this Agreement the term "Affiliate" of the Employer includes Bancorp, the Bank, and any entity that directly, or indirectly through one or more intermediaries, controls, 11 is controlled by, or is under common control with Bancorp or the Bank. The rights and obligations set forth in this Section 10 shall survive termination of this Agreement. Executive agrees that all creative work and work product, including but not limited to all technology, business management tools, processes, software, patents, trademarks, and copyrights developed by Executive during the term of this Agreement, regardless of when or where such work or work product was produced, constitutes work made for hire, all rights of which are owned by the Employer. Executive hereby assigns to the Employer all rights, title and interest, whether by way of copyright, trade secret, trademark, patent, or otherwise, in all such work or work product, regardless of whether the same is subject to protection by patent, trademark, or copyright laws. View More

Confidential Information. (a) The Company shall disclose to the Participant, or place the Participant in a position to have access to or develop, trade secrets or confidential information of the Company or its Affiliates (as defined below); and/or shall entrust the Participant with business opportunities of the Company or its Affiliates; and/or shall place the Participant in a position to develop business good will on behalf of the Company or its Affiliates. (b) The Participant acknowledges that during his employment wit...h the Company he occupies a position of trust and confidence and agrees that he shall treat as confidential and shall not, without prior written authorization from the Company, directly or indirectly, disclose or make known to any person or use for his own benefit or gain, the methods, process or manner of accomplishing the business undertaken by the Company or its Affiliates, or any non-public information, plans, formulas, products, trade secrets, marketing or merchandising strategies, or confidential material or information and instructions, technical or otherwise, issued or published for the sole use of the Company, or information which is disclosed to the Participant or in any acquired by him during his employment with the Company, or any information concerning the present or future business, processes, or methods of operation of the Company or its Affiliates, or concerning improvement, inventions or know how relating to the same or any part thereof, it being the intent of the Company, with which intent the Participant hereby agrees, to restrict him from disseminating or using for his own benefit any information belonging directly or indirectly to the Company which is unpublished and not readily available to the general public (collectively, "Confidential Information"). (c) The confidentiality obligations set forth in (a) and (b) of this Section 8 shall apply during the Participant's employment by the Company and indefinitely thereafter. (d) All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, that are conceived, made, developed or acquired by the Participant, individually or in conjunction with others, during the Participant's employment with the Company (whether during business hours or otherwise and whether on the premises of the Company or an Affiliate or otherwise) that relate to the business, products or services of the Company or any Affiliate shall be disclosed to the Board and are and shall be the sole and exclusive property of the Company or such Affiliate. Moreover, all documents, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic data bases, maps and all other writings and materials of any type embodying any such information, ideas, concepts, improvements, discoveries and inventions are and shall be the sole and exclusive property of the Company. Upon termination of the Participant's employment for any reason, the Participant promptly shall deliver the same, and all copies thereof, to the Company. (e) If, during the Participant's employment by the Company, the Participant creates any work of authorship fixed in any tangible medium of expression that is the subject matter of copyright (such as video tapes, written presentations, or acquisitions, computer programs, e-mail, voice mail, electronic data bases, drawings, maps, architectural renditions, models, manuals, brochures or the like) relating to the Company's business, products or services, whether such work is created solely by the Participant or jointly with others (whether during business hours or otherwise and whether on the Company's premises or otherwise), the Company shall be deemed the author of such work if the work is prepared by the Participant in the scope of the Participant's employment. View More

Confidential Information. a. Obligation of Confidentiality. The Executive covenants and agrees that the Executive will not ever, without the prior written consent of the Board or a person authorized by the Board or except as may be ordered by a court of competent jurisdiction, publish or disclose to any unaffiliated third party (other than in the Executive's good faith conduct of her position and duties with the Company and/or Parent and on behalf of the Company, Parent or their affiliates) or use for the Executive's per...sonal benefit or advantage any confidential information with respect to the Company's or Parent's past, present, or planned business, including but not limited to all information and materials related to any Company, Parent or their affiliates' business, business plan, product, service, procedure, method, technique, technology, research, strategy, plan, customer or supplier information, customer or supplier list, financial data, technical data, computer files, and computer software, including any of the foregoing that is in any stage of research, development, or planning, and any other information which the Executive obtained while employed by, or otherwise serving or acting on behalf of, the Company, Parent or their affiliates or which the Executive may possess or have under her control, that is not generally known (except for unauthorized disclosures) to the public or within the industries in which the Company, Parent or their affiliates, respectively, do business. 3 b. Reasonable Restrictions. The Executive acknowledges that the restrictions contained in Section 8(a) hereof are reasonable and necessary, in view of the nature of the Company's or Parent business, in order to protect the legitimate interests of the Company or Parent, and that any violation thereof would result in irreparable injury to the Company or Parent. Therefore, the Executive agrees that in the event of a breach or threatened breach by the Executive of the provisions of Section 8(a) hereof, the Company or Parent shall be entitled to obtain from any court of competent jurisdiction, preliminary or permanent injunctive relief restraining the Executive from disclosing or using any confidential information. Nothing herein shall be construed as prohibiting the Company or Parent from pursuing any other remedies available to it for breach or threatened breach, including, without limitation, recovery of damages from the Executive. c. Return of Materials. The Executive shall deliver promptly to the Company or Parent on termination of employment, or at any other time the Company or Parent may so request, all confidential materials, memoranda, notes, records, reports and other documents and materials (and all copies thereof), in whatever form or medium, that contain any of the foregoing, including but not limited to computer data, files, software, and hardware, relating to the Company's, Parent's or their respective affiliates' respective businesses that the Executive obtained while employed by, or otherwise serving or acting on behalf of, the Company, Parent or their affiliates or which the Executive may then possess or have under her control. View More

Confidential Information. Except as herein provided, all discussions regarding this Agreement, including, but not limited to, the amount of consideration, offers, counteroffers or other terms or conditions of the negotiations, shall be kept confidential by Employee from all persons and entities other than the Parties to this Agreement, members of Employee's immediate family, and his legal and financial advisors. Employee may disclose the amount received in consideration of the Agreement only if necessary (i) for the limi...ted purpose of making disclosures required by law to agents of the local, state, or federal governments; (ii) for the purpose of enforcing any term of this Agreement; (iii) if the Parent or Company has otherwise provided written, public disclosure of the terms and conditions of the Agreement; or (iv) in response to compulsory process, and only then after giving the Company ten days advance notice of the compulsory process and affording the Company the opportunity to obtain any necessary or appropriate protective orders. Otherwise, in response to inquiries about this matter, Employee shall state, "My employment with the Company has ended," and nothing more. Employee hereby expressly acknowledges that any breach of this Section 9 shall result in a claim for injunctive relief, damages and/or criminal sanctions and penalties against Employee by the Company, and possibly others. 3 10. Non-Disparagement. Employee agrees that, as of and after the Termination Date, he will not make to any person any statement that disparages the Company or the Parent or reflects negatively on the Company or the Parent, including, but not limited to, statements regarding the Company's or the Parent's financial condition, employment practices, or their officers, directors, board members, employees, affiliates, attorneys, customers, or vendors. Similarly, the Company and the Parent, as of and after the Termination Date, shall not make any statement that disparages Employee or reflects negatively on him. View More

Confidential Information. Employee reaffirms and agrees to observe and abide by the terms of the Proprietary Rights Agreement, specifically including the provisions therein regarding nondisclosure of the Company's trade secrets and confidential and proprietary information and nonsolicitation of the Company's employees or customers, which agreement shall continue in force.

Confidential Information. Executive agrees to enter into the Company's standard At Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (the "Confidential Information Agreement") upon commencing employment hereunder.

Confidential Information. The Executive will not, during or after the Employment Period, without the prior express written consent of the Company, directly or indirectly use or divulge, disclose or make available or accessible any Confidential Information (as defined below) to any person, firm, partnership, corporation, trust or any other entity or third party (other than when required to do so in good faith to perform the Executive's duties and responsibilities under this Agreement or when (i) required to do so by a law...ful order of a court of competent jurisdiction, any governmental authority or agency, or any recognized subpoena power, or (ii) necessary to prosecute the Executive's rights against the Company or its Subsidiaries or to defend himself against any allegations). The Executive will also proffer to the Company, no later than the effective date of any termination of the Executive's engagement with the Company for any reason, and without retaining any copies, notes or excerpts thereof, all memoranda, computer disks or other media, computer programs, diaries, notes, records, data, customer or client lists, marketing plans and strategies, and any other documents consisting of or containing Confidential Information that are in the Executive's actual or constructive possession or which are subject to the Executive's control at such time. For purposes of this Agreement, "Confidential Information" will mean all information respecting the business and activities of the Company or any Subsidiary, including, without limitation, the clients, customers, suppliers, employees, consultants, computer or other files, projects, products, computer disks or other media, computer hardware or computer software programs, marketing plans, financial information, methodologies, know-how, processes, practices, approaches, projections, forecasts, formats, systems, trade secrets, data gathering methods and/or strategies of the Company or any Subsidiary. Notwithstanding the immediately preceding sentence, Confidential Information will not include any information that is, or becomes, generally available to the public (unless such availability occurs as a result of the Executive's breach of any of his obligations under this Section). If the Executive is in breach of any of the provisions of this Section 6 or if any such breach is threatened by the Executive, in addition to and without limiting or waiving any other rights or remedies available to the Company at law or in equity, the Company shall be entitled to immediate injunctive relief in any court, domestic or foreign, having the capacity to grant such relief, without the necessity of posting a bond, to restrain any such breach or threatened breach and to enforce the provisions of this Section 6. The Executive agrees that there is no adequate remedy at law for any such breach or threatened breach and, if any action or proceeding is brought seeking injunctive relief, the Executive will not use as a defense thereto that there is an adequate remedy at law. View More

Confidential Information. Employee agrees that he will not use, for any purpose, or disclose to any person or entity, any confidential information which he acquired during the course of his employment with Hub. Confidential David Marsh Separation Agreement Page 3 information includes, but is not limited to, customer lists, marketing materials, human resource materials, pricing information, proprietary system information, operational materials, trade secrets, and financial records.