Grouped Into 70 Collections of Similar Clauses From Business Contracts
This page contains Confidential Information clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Confidential Information. Executive confirms his continuing obligations under the Company's standard Confidential Information and Invention Assignment Agreement (the "Confidential Information Agreement") dated as of February 23, 2013.
Confidential Information. Executive confirms his continuing obligations under the Company's standard Confidential Information and Invention Assignment Agreement (the "Confidential Information Agreement") dated as of February 23, 2013. 6, 2018.
Confidential Information. "Confidential Information" means information which the Company regards as confidential or proprietary and which the Executive learns or develops during or related to his employment, including, but not limited to, information: a. relating to the Company's products, suppliers, pricing, costs, sourcing, design, fabric and distribution processes; b. relating to the Company's marketing plans and projections; c. consisting of lists of names and addresses of the Company's employees, agents, factories a...nd suppliers; d. relating to the methods of importing and exporting used by the Company; e. relating to manuals and procedures created and/or used by the Company; f. consisting of trade secrets or other information that is used in the Company's business, and which give the Company an opportunity to obtain an advantage over competitors who do not know such trade secrets or how to use the same; g. consisting of software in various stages of development (source code, object code, documentation, flow charts), specifications, models, data and customer information; h. consisting of financial information and financial analysis prepared by the Company or used by the Company; i. consisting of legal information; and j. relating to contracts. 7 The Executive hereby assigns to the Company any rights he may have in any Confidential Information. The Executive shall not disclose any Confidential Information to any third party or use any Confidential Information for any purposes other than as authorized by the Company. The Executive agrees not to disclose to the Company or use for his benefit any confidential information that he may possess from any prior employers or other sources. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall prohibit the Executive from reporting possible violations of federal law or regulation to or otherwise cooperating with or providing information requested by any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. The Executive does not need the prior authorization of the Company to make any such reports or disclosures and the Executive is not required to notify the Company that the Executive has made such reports or disclosures.View More
Confidential Information. "Confidential Information" Confidential Information means information which the Company regards as confidential or proprietary and which the Executive learns or develops during or related to his or her employment, including, but not limited to, information: a. relating to the Company's products, suppliers, pricing, costs, sourcing, design, fabric and distribution processes; b. relating to the Company's marketing plans and projections; c. consisting of lists of names and addresses of the Company'...s employees, agents, factories and suppliers; d. relating to the methods of importing and exporting used by the Company; e. relating to manuals and procedures created and/or used by the Company; f. consisting of trade secrets or other information that is used in the Company's business, and which give the Company an opportunity to obtain an advantage over competitors who do not know such trade secrets or how to use the same; g. consisting of software in various stages of development (source code, object code, documentation, flow charts), specifications, models, data and customer information; h. consisting of financial information and financial analysis prepared by the Company or used by the Company; i. consisting of legal information; and j. relating to contracts. 7 The Executive hereby assigns to the Company any rights he or she may have in any Confidential Information. The Executive shall not disclose any Confidential Information to any third party third-party or use any Confidential Information for any purposes other than as authorized by the Company. The Executive agrees not to disclose to the Company or use for his its benefit any confidential information that he or she may possess from any prior employers or other sources. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall prohibit the Executive from reporting possible violations of federal law or regulation to or otherwise cooperating with or providing information requested by any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. The Executive does not need the prior authorization of the Company to make any such reports or disclosures and the Executive is not required to notify the Company that the Executive has made such reports or disclosures.View More
Confidential Information. Employee, during the Employment Period, will develop, have access to and become acquainted with various trade secrets and confidential information which are owned by Employer and/or its affiliates and which are regularly used in the operation of the businesses of such entities. Employee shall not disclose such trade secrets or confidential information, directly or indirectly, or use them in any way, either during the Employment Period or at any time thereafter, except as required in the course o...f his employment by Employer, provided that the foregoing provisions shall not apply to information that is or becomes public at any time due to no fault of Employee, or which Employee is required to disclose in direct response to a judicial or regulatory order or process. All files, contracts, manuals, reports, letters, forms, documents, notes, notebooks, lists, records, documents, customer lists, vendor lists, purchase information, designs, computer programs and similar items and information, relating to the businesses of such entities, whether prepared by Employee or otherwise and whether now existing or prepared at a future time, coming into his possession shall remain the exclusive property of such entities, and shall not be removed for purposes other than work-related from the premises where the work of Employer is conducted, except with the prior written authorization by Employer. - 7 - Curtis Medeiros – Employment Agreement 7.2 Confidential Data of Customers of Employer. Employee, in the course of his duties, will have access to and become acquainted with financial, accounting, statistical and personal data of customers of Employer and of their affiliates. All such data is confidential and shall not be disclosed, directly or indirectly, or used by Employee in any way, either during the Employment Period (except as required in the course of employment by Employer) or at any time thereafter, provided that the foregoing provisions shall not apply to information that is or becomes public at any time due to no fault of Employee, or which Employee is required to disclose in direct response to a judicial or regulatory order or process. 7.3 Inevitable Disclosure. After Employee's employment has terminated, Employee shall not accept employment with any competitor of Employer, where the new employment is likely to result in the inevitable disclosure of Employer's trade secrets or confidential information, or it would be impossible for Employee to perform his new job without using or disclosing trade secrets or confidential information. 7.4 Continuing Effect. The provisions of this Section 7 shall remain in effect after the Termination Date.View More
Confidential Information. Employee, during the Employment Period, term of this Agreement, will develop, have access to and become acquainted with various trade secrets and confidential information which are owned by Employer and/or its affiliates and which are regularly used in the operation of the businesses of such entities. Employee shall not disclose such trade secrets or confidential information, directly or indirectly, or use them in any way, either during the Employment Period term of this Agreement or at any time... thereafter, except as required in the course of his employment by Employer, Employer; provided that the foregoing provisions shall not apply to information that is or becomes public at any time due to no fault of Employee, or which Employee is required to disclose in direct response to a judicial or regulatory order or process. All files, contracts, manuals, reports, letters, forms, documents, notes, notebooks, lists, records, documents, customer lists, vendor lists, purchase information, designs, computer programs and similar items and information, relating to the businesses of such entities, whether prepared by Employee or otherwise and whether now existing or prepared at a future time, coming into his possession shall remain the exclusive property of such entities, and shall not be removed for purposes other than work-related from the premises where the work of Employer is conducted, except with the prior written authorization by Employer. - 7 - Curtis Medeiros – Employment Agreement entities. 9 7.2 Confidential Data of Customers of Employer. Employee, in the course of his duties, will have access to and become acquainted with financial, accounting, statistical and personal data of customers of Employer and of their affiliates. All such data is confidential and shall not be disclosed, directly or indirectly, or used by Employee in any way, either during the Employment Period term of this Agreement (except as required in the course of employment by Employer) or at any time thereafter, thereafter; provided that the foregoing provisions shall not apply to information that is or becomes public at any time due to no fault of Employee, or which Employee is required to disclose in direct response to a judicial or regulatory order or process. 7.3 Inevitable Disclosure. After Employee's Intellectual Properties. Employee has signed (or will sign, if such has not occurred) Employer's Employee Innovation, Proprietary Information and Confidentiality Agreement ("Confidentiality Agreement") prior to or on the Commencement Date of this Agreement. To the extent that this Agreement provides greater protections to Employer than the Confidentiality Agreement, the terms of this Agreement shall govern. 7.4 Solicitation of Employees, Consultants and Other Parties. Employee agrees that, during the term of this Agreement, and for a period of eighteen (18) months immediately following the termination of his employment has terminated, with Employer for any reason, whether with or without cause, Employee shall not accept either directly or indirectly solicit, induce, recruit or encourage any of Employer's employees or consultants to terminate their relationship with Employer, either for himself or for any other person or entity. Further, following termination of his employment with Employer for any competitor reason, with or without cause, Employee shall not utilize any company information protected under the Confidentiality Agreement to solicit any client or customer of Employer known to him with respect to any business, products or services that are competitive to the products or services offered by Employer, where or under development as of the new date of the termination of Employee's employment is likely with Employer for any reason. 7.5 Injunctive Relief. Employee acknowledges that the services to result be rendered under this Agreement and the items described in the inevitable disclosure this Section 7 are of Employer's trade secrets or confidential information, or a special, unique and extraordinary character, that it would be difficult or impossible to replace such services or to compensate Employer in money damages for a breach of this Agreement. Accordingly, Employee agrees and consents that if he violates any of the provisions of this Agreement, Employer, in addition to perform his new job without using any other rights and remedies available under this Agreement or disclosing trade secrets or confidential information. 7.4 otherwise, shall be entitled to seek temporary and permanent injunctive relief, consistent with Section 8.12 below. 7.6 Continuing Effect. The provisions of this Section 7 shall remain in effect after the Termination Date. View More
Confidential Information. Executive acknowledges that during her employment or consultancy with the Company she will develop, discover, have access to and/or become acquainted with technical, financial, marketing, personnel and other information relating to the present or contemplated products or the conduct of business of the Company which is of a confidential and proprietary nature ("Confidential Information"). Executive agrees that all files, records, documents and the like relating to such Confidential Information, w...hether prepared by her or otherwise coming into her possession, shall remain the exclusive property of the Company, and Executive hereby agrees to promptly disclose such Confidential Information to the Company upon request and hereby assigns to the Company any rights which she may acquire in any Confidential Information. Executive further agrees not to disclose or use any Confidential Information and to use her best efforts to prevent the disclosure or use of any Confidential Information either during the term of her employment or consultancy or at any time thereafter, except as may be necessary in the ordinary course of performing her duties under this Agreement. Upon termination of Executive's employment or consultancy with the Company for any reason, (a) Executive shall promptly deliver to the Company all materials, documents, data, equipment and other physical property of any nature containing or pertaining to any Confidential Information, and (b) Executive shall not take from the Company's premises any such material or equipment or any reproduction thereof.View More
Confidential Information. Executive acknowledges that during her his employment or consultancy with the Company she he will develop, discover, have access to and/or become acquainted with technical, financial, marketing, personnel and other information relating to the present or contemplated products or the conduct of business of the Company which is of a confidential and proprietary nature ("Confidential Information"). Executive agrees that all files, records, documents and the like relating to such Confidential Informa...tion, whether prepared by her him or otherwise coming into her his possession, shall remain the exclusive property of the Company, and Executive hereby agrees to promptly disclose such Confidential Information to the Company upon request and hereby assigns to the Company any rights which she he may acquire in any Confidential Information. Executive further agrees not to disclose or use any Confidential Information and to use her his best efforts to prevent the disclosure or use of any Confidential Information either during the term of her his employment or consultancy or at any time thereafter, except as may be necessary in the ordinary course of performing her his duties under this Agreement. Upon termination of Executive's employment or consultancy with the Company for any reason, (a) Executive shall promptly deliver to the Company all materials, documents, data, equipment and other physical property of any nature containing or pertaining to any Confidential Information, and (b) Executive shall not take from the Company's premises any such material or equipment or any reproduction thereof. 6 thereof; provided, however, that Executive may retain a copy of this Agreement and any other agreement, contract, plan, policy or arrangement under which he receives compensation or benefits from or on behalf of GPRE, the Company or their affiliates. View More
Confidential Information. 7.1Confidential Information Defined. 8.1Acknowledgement. 8.2Non-Competition. 8.3Non-Solicitation of Employees. 8.4Non-Solicitation of Customers.
Confidential Information. (a) Confidentiality Agreement. As a Company employee, you will be expected to continue to abide by Company rules and policies including those rules and policies regarding the protection of the Company's confidential information. You will remain subject to the terms of the attached Employee Confidential Information and Inventions Assignment Agreement that you signed when you joined the Company, which prohibits unauthorized use or disclosure of the Company's proprietary information, among other ob...ligations (the "Confidentiality Agreement"), and which is incorporated herein by reference. 2 (b) Conflicting Obligations. By signing this Agreement, you are representing that you have full authority to accept this position and perform the duties of the position without conflict with any other obligations and that you are not involved in any situation that might create, or appear to create, a conflict of interest with respect to your loyalty or duties to the Company. You specifically warrant that you are not subject to an employment agreement or restrictive covenant preventing full performance of your duties to the Company. You agree not to bring to the Company or use in the performance of your responsibilities at the Company any information, materials or documents of a former employer that are not generally available to the public, unless you have obtained express written authorization from the former employer for their possession and use. You also agree to honor all obligations to former employers during your employment with the Company.View More
Confidential Information. (a) Confidentiality (a)Confidentiality Agreement. As a Company employee, condition of employment, you will be expected agree to continue to abide by Company rules sign and policies including those rules and policies regarding the protection of comply with the Company's confidential information. You will remain subject to the terms of the attached Employee Confidential Information and Inventions Assignment Agreement that you signed when you joined the Company, which prohibits unauthorized use or ...disclosure of the Company's proprietary information, among other obligations (the "Confidentiality Agreement"), enclosed with this Agreement. In addition, you are required to abide by the Company's policies and which is incorporated herein by reference. 2 (b) Conflicting procedures, as adopted or modified from time to time within the Company's discretion, and acknowledge in writing that you have read and will comply with such policies and procedures (and provide additional such acknowledgements as such policies and procedures may be modified from time to time); provided, however, that in the event the terms of this Agreement differ from or are in conflict with the Company's general employment policies or practices, this Agreement shall control. (b)Conflicting Obligations. By signing this Agreement, you are representing that you have full authority to accept this position and perform the duties of the position without conflict with any other 2 256001988 v1 obligations and that you are not involved in any situation that might create, or appear to create, a conflict of interest with respect to your loyalty or duties to the Company. You specifically warrant that you are not subject to an employment agreement or restrictive covenant preventing full performance of your duties to the Company. You agree not to bring to the Company or use in the performance of your responsibilities at the Company any information, materials or documents of a former employer that are not generally available to the public, unless you have obtained express written authorization from the former employer for their possession and use. You also agree to honor all obligations to former employers during your employment with the Company. View More
Confidential Information. Executive acknowledges that the non-public information and data obtained by Executive while employed by any Ladder Company concerning the business or affairs of the Ladder Companies and their affiliates ("Confidential Information") are the property of the Ladder Companies. Therefore, except as may be otherwise required by law or legal process, Executive agrees that, during the Employment Period and at all times thereafter, Executive shall not disclose to any unauthorized person or use for Execut...ive's own purposes any Confidential Information without the prior written consent of the Board other than in a good faith effort during the Employment Period to promote the interests of the Ladder Companies. Executive shall deliver to the Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer files and related back-ups, printouts, software, and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined in Section 6), or the business of any Ladder Company which Executive may then possess or have under Executive's control. Notwithstanding anything to the contrary in this Section 5, (i) Confidential Information shall not include: (A) information to the extent that it is or becomes generally available to the public (other than as a result of a disclosure by Executive) and (B) information to the extent that it is disclosed to Executive by a party or person that is not under any obligation to keep such information confidential; and (ii) if Executive is required to disclose or discuss Confidential Information by order of a court of competent jurisdiction, Executive may disclose such Confidential Information (provided that in such case, Executive shall promptly inform the Company of such order and shall only disclose Confidential Information to the extent necessary to comply with any such court order). 7 6. Inventions and Patents. Executive acknowledges that all inventions, innovations, improvements, enhancements, modifications, developments, methods, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) which relate to any Ladder Company's actual or anticipated business, research, and development or existing or future products or services and which are conceived, developed, or made by Executive while employed by any Ladder Company (collectively, "Work Product") belong to the applicable Ladder Company. Any copyrightable work falling within the definition of Work Product shall be deemed a "work made for hire" as such term is defined in 17 U.S.C. Section 101, and ownership of all right, title, and interest herein shall vest in the applicable Ladder Company. To the extent that any Work Product is not deemed to be a "work made for hire" under applicable law or all right, title, and interest in and to such Work Product has not automatically vested in the applicable Ladder Company, Executive hereby irrevocably assigns, transfers and conveys, to the full extent permitted by applicable law, all right, title and interest in and to the Work Product on a worldwide basis to the applicable Ladder Company, without further consideration. Executive shall perform all actions reasonably requested by the Company to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments). Notwithstanding the foregoing, (i) no Ladder Company shall have any right, title, or interest in any work product or copyrightable work developed by Executive outside of work hours and without the use of any of Ladder Company's resources or facilities that does not relate to the business of any Ladder Company and does not result from any work performed by Executive for any Ladder Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or made by Executive prior to Executive's employment by any Ladder Company (collectively, to the extent used during the Employment Period by any Ladder Company, "Prior Works"), even if Executive uses such methods, structures, forms or information in the course of Executive's employment with any Ladder Company. Executive hereby grants the Ladder Companies a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights in any Prior Works for all purposes in connection with the Ladder Companies' current and future businesses.View More
Confidential Information. Executive acknowledges that the non-public information and data obtained by Executive while employed by any Ladder Company concerning 8 the business or affairs of the Ladder Companies and their affiliates ("Confidential Information") are the property of the Ladder Companies. Therefore, except as may be otherwise required by law or legal process, Executive agrees that, during the Employment Period and at all times thereafter, Executive shall not disclose to any unauthorized person or use for Exec...utive's own purposes any Confidential Information without the prior written consent of the Board other than in a good faith effort during the Employment Period to promote the interests of the Ladder Companies. Executive shall deliver to the Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer files and related back-ups, printouts, software, and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined in Section 6), or the business of any Ladder Company which Executive may then possess or have under Executive's control. Notwithstanding anything to the contrary in this Section 5, (i) Confidential Information shall not include: (A) information to the extent that it is or becomes generally available to the public (other than as a result of a disclosure by Executive) and (B) information to the extent that it is disclosed to Executive by a party or person that is not under any obligation to keep such information confidential; and (ii) if Executive is required to disclose or discuss Confidential Information by order of a court of competent jurisdiction, Executive may disclose such Confidential Information (provided that in such case, Executive shall promptly inform the Company of such order and shall only disclose Confidential Information to the extent necessary to comply with any such court order). 7 6. Inventions and Patents. Executive acknowledges that all inventions, innovations, improvements, enhancements, modifications, developments, methods, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) which relate to any Ladder Company's actual or anticipated business, research, and development or existing or future products or services and which are conceived, developed, or made by Executive while employed by any Ladder Company (collectively, "Work Product") belong to the applicable Ladder Company. Any copyrightable work falling within the definition of Work Product shall be deemed a "work made for hire" as such term is defined in 17 U.S.C. Section 101, and ownership of all right, title, and interest herein shall vest in the applicable Ladder Company. To the extent that any Work Product is not deemed to be a "work made for hire" under applicable law or all right, title, and interest in and to such Work Product has not automatically vested in the applicable Ladder Company, Executive hereby irrevocably assigns, transfers and conveys, to the full extent permitted by applicable law, all right, title and interest in and to the Work Product on a worldwide basis to the applicable Ladder Company, without further consideration. Executive shall perform all actions reasonably requested by the Company to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments). Notwithstanding the foregoing, (i) no Ladder Company shall have any right, title, or interest in any work product or copyrightable work developed by Executive outside of work hours and without the use of any of Ladder Company's resources or facilities that does not relate to the business of any Ladder Company and does not result from any work performed by Executive for any Ladder Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or made by Executive prior to Executive's employment by any Ladder Company (collectively, to the extent used during the Employment Period by any Ladder Company, "Prior Works"), even if Executive uses such methods, structures, forms or information in the course of Executive's employment with any Ladder Company. Executive hereby grants the Ladder Companies a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights in any Prior Works for all purposes in connection with the Ladder Companies' current and future businesses.View More
Confidential Information. All Confidential Information that comes or has come into the Employee's possession by reason of her employment hereunder is the property of the Employer and shall not be used except in the course of employment by the Employer and for the Employer's exclusive benefit. Further, the Employee shall not, during her employment or thereafter, disclose or acknowledge the content of any Confidential Information to any person who is not an employee of the Employer authorized to possess such Confidential I...nformation. Upon termination of employment, the Employee shall deliver to the Employer all documents, writings, electronic storage devices, and other tangible things containing any Confidential Information and the Employee shall not make or retain copies, excerpts, or notes of such information.View More
Confidential Information. All Employee acknowledges, and as a condition of employment agrees, that Employee shall not disclose to Employer, or use in Employee's scope of employment with Employer, any information that was obtained by Employee from any prior employer and which is, or may be deemed confidential or proprietary by such prior employer, regardless of whether Employee was or is under any separate obligation of confidentiality or non-disclosure. The Employee further agrees that all Confidential Information that c...omes or has come into the Employee's his possession by reason of her his employment hereunder is the property of the Employer and shall not be used except in the course of employment by the Employer and for the Employer's exclusive benefit. Further, the Employee shall not, during her his employment or thereafter, disclose or acknowledge the content of any Confidential Information to any person who is not an employee of the Employer authorized to possess such Confidential Information. Upon termination of employment, the Employee shall deliver to the Employer all documents, writings, electronic storage devices, and other tangible things containing any Confidential Information and the Employee shall not make or retain copies, excerpts, or notes of such information. View More
Confidential Information. (a) Definition. For purposes of this Agreement, "Confidential Information" means all trade secrets, proprietary information and confidential information belonging to the Company Group not generally known to the public, whether accessed prior to or during Executive's employment with the Company Group, including information concerning business plans, financial information, operating practices and methods, technical information, knowledge, methodologies, computer programs, work processes, research ...and development, expansion plans, strategic plans, marketing plans, contracts, customer/supplier/licensor lists, personal information such as organizational charts, employee and contractor lists, skill sets, and personnel files, information provided to the Company Group by third parties that the Company Group has agreed to keep confidential and other business documents which the Company Group treats as confidential, in any format whatsoever (including oral, written, electronic or any other form or medium). 7 (b) Obligation. During the Employment Period and at all times thereafter, unless authorized in writing by the Company (or, with respect to clauses (ii) and (iii), if in Executive's proper performance of Executive's job duties and responsibilities during the Employment Period), Executive will not: (i) use for Executive's benefit or advantage the Confidential Information; (ii) use the Confidential Information for the benefit of any third party; (iii) disclose or cause to be disclosed the Confidential Information, or authorize or permit disclosure of the Confidential Information, to any third party; or (iv) use the Confidential Information in any way which would be detrimental to the Company Group. (c) Defend Trade Secrets Act Notice. The Defend Trade Secrets Act of 2016 provides that: (i) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret under the Act that: (A) is made – (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.View More
Confidential Information. (a) Definition. For purposes of this Agreement, "Confidential Information" means all trade secrets, proprietary information and confidential information belonging to the Company Group not generally known to the public, whether accessed prior to or during Executive's Advisor's engagement under this Agreement or during his prior employment with the Company Group, Helix, including information concerning business plans, financial information, operating practices and methods, technical information, k...nowledge, methodologies, computer programs, work processes, research and development, expansion plans, strategic plans, marketing plans, contracts, customer/supplier/licensor lists, personal information such as organizational charts, employee and contractor lists, skill sets, and personnel files, information provided to the Company Group by third parties that the Company Group has agreed to keep confidential and other business documents which the Company Group treats as confidential, in any format whatsoever (including oral, written, electronic or any other form or medium). 7 Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through Advisor's breach of this Agreement; or (ii) is communicated to Advisor by a third party that had no confidentiality obligations with respect to such information. (b) Obligation. Confidentiality Obligations. During the Employment Period Term and at all times thereafter, unless authorized in writing by the Company (or, with respect to clauses (ii) and (iii), if in Executive's connection with Advisor's proper performance of Executive's job duties and responsibilities the Services during the Employment Period), Executive Term and with the written consent of the CEO or Designee), Advisor will not: (i) use for Executive's Advisor's benefit or advantage the Confidential Information; (ii) use the Confidential Information for the benefit of any third party; 5 (iii) disclose or cause to be disclosed the Confidential Information, or authorize or permit disclosure of the Confidential Information, to any third party; or (iv) use the Confidential Information in any way which would be detrimental to the Company Group. (c) Defend Trade Secrets Act Notice. The Defend Trade Secrets Act of 2016 provides that: (i) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret under the Act that: (A) is made – (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order. (d) Permitted Disclosures. Nothing in this Agreement, including this Section 4 or Section 7 (Non-Disparagement), shall be construed as limiting Advisor's: (i) right to file a charge or complaint with a federal, state or local governmental agency or commission charged with the enforcement of any law (a "Government Agency") including, but not limited to, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or (ii) ability to communicate truthfully with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without the need to first provide notice to the Company; or (iii) as otherwise may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or a Government Agency. View More
Confidential Information. You acknowledge that, during the course of your Employment, you will have access to information relating to the Company's business that provides the Company with a competitive advantage, is not generally known by persons outside the Company and could not easily be determined or learned by someone outside the Company ("Confidential Information"). Such Confidential Information, whether or not explicitly designated as confidential, includes both written information and information not reduced to wr...iting and includes but is not limited to information about Customers, trade secrets, internal corporate policies and strategies, pricing, financial and sales information, personnel information, forecasts, formulas, compilations, software programs, data, databases, directories, research, client lists and business and marketing plans, and any modifications or enhancements of any of the foregoing. You further agree that if you previously rendered services to the Company (e.g., as an independent contractor or consultant) or otherwise gained knowledge of Customer Confidences and/or Confidential Information (e.g., by executing a Non-Disclosure Agreement prior to your rendering services to the Company in any capacity), your obligations under any such agreement between you and the Company to preserve Customer Confidences and/or Confidential Information shall remain in full force and effect pursuant to the applicable terms contained therein. 3 12. Duty to Preserve Customer Confidences and Confidential Information. You agree not to use or disclose, without the prior written consent of the Company, both during and after your Employment with the Company, Customer Confidences and Confidential Information, except as may be necessary in the good faith performance of your duties to the Company or as permitted by paragraphs 24 and 25 hereof.View More
Confidential Information. You acknowledge that, during the course of your Employment, you will have access to information relating to the Company's business that provides the Company with a competitive advantage, is not generally known by persons outside the Company and could not easily be determined or learned by someone outside the Company ("Confidential Information"). Such Confidential Information, whether or not explicitly designated as confidential, includes both written information and information not reduced to wr...iting and includes but is not limited to information about Customers, trade secrets, internal corporate policies and strategies, pricing, financial and sales information, personnel information, forecasts, formulas, compilations, software programs, data, databases, directories, research, client lists and business and marketing plans, and any modifications or enhancements of any of the foregoing. You further agree that if you previously rendered services to the Company (e.g., as an independent contractor or consultant) or otherwise gained knowledge of Customer Confidences and/or Confidential Information (e.g., by executing a Non-Disclosure Agreement prior to your rendering services to the Company in any capacity), your obligations under any such agreement between you and the Company to preserve Customer Confidences and/or Confidential Information shall remain in full force and effect pursuant to the applicable terms contained therein. 3 12. Duty to Preserve Customer Confidences and Confidential Information. You agree not to use or disclose, without the prior written consent of the Company, both during and after your Employment with the Company, Customer Confidences and Confidential Information, except as may be necessary in the good faith performance of your duties to the Company or as permitted by paragraphs 24 and 25 hereof.View More
