Confidentiality Agreement Contract Clauses (327)

Confidentiality Agreement. As an employee of the Company, you will continue to have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, your acceptance of this Agreement confirms that the terms of the Company's Employee Proprietary Information and Inventions Agreement you previously signed with the Company (the "Confidentiality Agreement") sti...ll apply. View More

Confidentiality Agreement. By signing this letter agreement, you reaffirm the terms and conditions of the confidential information and invention assignment agreement by and between you and the Company.

Confidentiality Agreement. The Executive has signed a Proprietary Information and Inventions Agreement (the "Proprietary Agreement") that is incorporated by reference and made a part of this Agreement and the form of which is attached hereto as Schedule "A". The Executive hereby represents and warrants to the Company that the Executive has complied with all obligations under the Proprietary Agreement and agrees to continue to abide by the terms of the Proprietary Agreement and further agrees that the provisions of the Pro...prietary Agreement shall survive any termination of this Agreement or of the Executive's employment relationship with the Company in accordance with the terms of the Proprietary Agreement. View More

Confidentiality Agreement. As an employee of the Company, you will have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, you agree to execute and deliver, on or before the Effective Date, the Company's At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement (the "Confidentiality Agreement"), which requir...es, among other provisions, the assignment of patent rights to any invention made during your employment at the Company, and non‐disclosure of Company proprietary information. As provided in the Confidentiality Agreement, in the event of any dispute or claim relating to or arising out of our employment relationship, you and the Company agree, to the extent not prohibited by applicable law, (i) any and all disputes between you and the Company will be fully and finally resolved by binding arbitration, (ii) you are waiving any and all rights to a jury trial but all court remedies will be available in arbitration, (iii) all disputes will be resolved by a neutral arbitrator who will issue a written opinion, (iv) the arbitration will provide for adequate discovery and (v) the Company will pay all the arbitration fees, except an amount equal to the filing fees you would have paid had you filed a complaint in a court of law. View More

Confidentiality Agreement. Executive's acceptance of this offer of Employment and Executive's Employment with the Company is contingent upon the execution and delivery to an officer of the Company of the Company's Confidential Information and Invention Assignment Agreement, a copy of which is attached hereto as Attachment A for Executive's review and execution (the "Confidentiality Agreement"), prior to or on the Effective Date.

Confidentiality Agreement. Employee's compliance with the terms of the Confidentiality Agreement is a material requirement of this Agreement. Any breach of the Confidentiality Agreement that is materially detrimental to the Company and that, if capable of being cured, is not cured within 30 days of written notice thereof from the Company to Employee shall constitute a material breach of this Agreement. Notwithstanding the foregoing, (i) nothing in this Agreement or the Confidentiality Agreement shall prohibit the Employee... from reporting possible violations of law or a regulation to any governmental agency or entity or self-regulatory organization or making disclosures that are protected under law, including the whistleblower provisions of U.S. federal law or regulation; and (ii) in accordance with the U.S. Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a U.S. 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. View More

Confidentiality Agreement. The Company hereby agrees that: (i) the Icahn Designees are permitted to and may provide confidential information subject to and in accordance with the terms of the confidentiality agreement in the form attached to this Agreement as Exhibit C (the "Confidentiality Agreement") (which the Icahn Group agrees to execute and deliver to the Company and cause the Icahn Designees to abide by) and (ii) the Company will execute and deliver the Confidentiality Agreement to the Icahn Group substantially con...temporaneously with execution and delivery thereof by the other signatories thereto. At any time an Icahn Designee is a member of the Board, the Board shall not adopt a policy precluding members of the Board from speaking to Mr. Icahn, and the Company confirms that it will advise members of the Board that they may speak to Mr. Icahn (but subject to the Confidentiality Agreement), if they are willing to do so (but may caution them regarding specific matters, if any, that involve conflicts between the Company and the Icahn Group). 10 5. Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party. View More

Confidentiality Agreement. The Confidentiality Agreement is hereby amended to replace the term "SPX Corporation" with "SPX Enterprises, LLC" wherever such term is used in the Confidentiality Agreement; provided, however, that the term "SPX Corporation" as used in Section 14 of the Confidentiality Agreement shall be replaced with the phrase "SPX Enterprises, LLC or SPX Technologies, Inc." 2. Employment Agreement. The Employment Agreement is hereby amended as follows: (a) except as otherwise provided herein, wherever used i...n the Employment Agreement, (i) the term "SPX Corporation" is replaced with "SPX Enterprises, LLC," (ii) the term "SPX Corporation 2002 Stock Compensation Plan" is replaced with "SPX 2002 Stock Compensation Plan" and (iii) the term "SPX Corporation Individual Account Retirement Plan" is replaced with "SPX US Pension Plan"; (b) wherever used in the Employment Agreement, (i) the phrases "President and Chief Executive Officer," "Company's President and Chief Executive Officer" and any similar phrases are replaced with "President and Chief Executive Officer of SPX Technologies, Inc." and (ii) the phrase "the Company's Chief Executive Officer" is replaced with "the Chief Executive Officer of SPX Technologies, Inc."; (c) as used in Section 1, the phrase "the Company's Board of Directors" is replaced with "the Board of Directors of SPX Technologies, Inc."; (d) as used in Section 3(a), the term "the Company's Board" is replaced by "the Board"; (e) as used in the first sentence of Section 4(b) and in Sections 5(f) and 6, the term "the Company" shall include both SPX Enterprises, LLC and SPX Technologies, Inc. and either of them; (f) as used in Section 12, the phrase "13320-A Ballantyne Corporate Place" is replaced by "6325 Ardrey Kell Road, Suite 400"; and (g) as used in Section 24, the phrase "the Company or its subsidiaries" is replaced by "the Company or its affiliates." 3. Change of Control Agreement. The Change of Control Agreement is hereby amended as follows: (a) except as otherwise provided herein, wherever used in the Change of Control Agreement, (i) the phrase "SPX Corporation" is replaced with "SPX Enterprises, LLC" and (ii) the phrase "SPX Corporation 2002 Stock Compensation Plan" is replaced with "SPX 2002 Stock Compensation Plan"; (b) wherever used in the Change of Control Agreement, the phrase "the Board of Directors of the Company" is replaced with "the Board of Directors of SPX Technologies, Inc."; (c) wherever used in the Change of Control Agreement, the phrase "the Company and its shareholders" is replaced with "the Company, SPX Technologies, Inc. and its shareholders"; (d) wherever used in the Change of Control Agreement, the phrase "Change of Control of the Company" is replaced with "Change of Control"; (e) as used in Sections 3(c) and 20, the term "the Company" shall include both SPX Enterprises, LLC and SPX Technologies, Inc. and either of them; (f) as used in Section 4(b)(v), the term "the Company" is replaced with "the Company or SPX Technologies, Inc."; (g) as used in Sections 4(b)(viii), 5(a) and 10, the term "its subsidiaries" is replaced with "its affiliates"; and (h) as used in Section 8, the phrase "13320-A Ballantyne Corporate Place" is replaced by "6325 Ardrey Kell Road, Suite 400". View More

Confidentiality Agreement. (a) The Executive acknowledges that, in the course of his employment by the Company, he will or may have access to and become informed of confidential or proprietary information which is a competitive asset of the Company ("Confidential Information"), including, without limitation, (i) the terms of any agreement between the Company and any employee, customer or supplier, (ii) pricing strategy, (iii) merchandising and marketing methods, (iv) product or course development ideas and strategies, (v)... university and Company personnel training and development programs, (vi) financial results, (vii) strategic plans and demographic analyses, (viii) proprietary computer and systems software, and (ix) any non-public information concerning the Company, its employees, suppliers or customers. The Executive agrees that he will keep all Confidential Information in strict confidence during his employment by the Company and thereafter, and will never directly or indirectly make known, divulge, reveal, furnish, make available, or use any Confidential Information (except in the course of his regular authorized duties or as otherwise authorized on behalf of the Company). The Executive agrees that the obligations of confidentiality hereunder shall be in effect at all times during the Employment Term and shall survive termination of his employment at the Company for a period of six (6) years thereafter regardless of any actual or alleged breach by the Company of this Agreement, unless and until any such Confidential Information shall have become, through no fault of the Executive, generally known to the public or the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). The Executive's obligations under this Section 11 are in addition to, and not in limitation of or preemption of, all other obligations of confidentiality which the Executive may have to the Company under general legal or equitable principles. (b) Except in the ordinary course of the Company's business, or as otherwise authorized on behalf of the Company, the Executive may not make or cause to be made, any copies, pictures, duplicates, facsimiles or other reproductions or recordings or any abstracts or summaries including or reflecting Confidential Information. All such documents and other property furnished to the Executive by the Company or otherwise acquired or developed by the Company shall at all times be the property of the Company. Upon termination of the Executive's employment with the Company, the Executive will return to the Company or destroy any such documents or other property of the Company which are in the possession, custody or control of the Executive; provided that the Executive may maintain a copy in his possession (to be treated confidentially under this Section 11) of any information necessary for the Executive to enforce his legal rights under this Agreement or to file applicable tax returns. (c) Without the prior written consent of the Company, except in the ordinary course of the Company's business, or to enforce his legal rights under this Agreement or support any tax filings referenced under subsection (b) above, or to comply with any legal disclosure requirement referenced in subsection (a) above, the Executive shall not at any time following the date of this Agreement use for the benefit or purposes of the Executive or for the benefit or purposes of any other person, firm, partnership, association, trust, venture, corporation or business organization, entity or enterprise or disclose in any manner to any person, firm, partnership, association, trust, venture, corporation or business organization, entity or enterprise any Confidential Information. View More