Confidentiality Contract Clauses (6,369)

Confidentiality. Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the pri...or written consent of Boeing. FED-PA-3157-LA-2000601 [*] Page 1 BOEING PROPRIETARY * Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. Very truly yours, THE BOEING COMPANY By /s/ McKenzie Kuckhahn Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: February 7, 2020 FEDERAL EXPRESS CORPORATION By /s/ Kevin A. Burkhart Its Vice President FED-PA-3157-LA-2000601 [*] Page 2 BOEING PROPRIETARY * Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. EX-10.9 10 d877381dex109.htm EX-10.9 EX-10.9 Exhibit 10.9 INFORMATION IN THIS EXHIBIT IDENTIFIED BY BRACKETS IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO FEDEX IF PUBLICLY DISCLOSED. The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207 FED-PA-3157-LA-2000601 Federal Express Corporation 3131 Democrat Road Memphis, TN 38118 Attention: Mr. Guy See Managing Director – Aircraft Acquisitions & Sales Subject: [*] Reference: (a) Purchase Agreement 3157 between The Boeing Company (Boeing) and Federal Express Corporation (Customer) dated November 7, 2006 relating to Model 777-FREIGHTER aircraft (777 Purchase Agreement) (b) Letter Agreement 6-1162-RRO-1062; Option Aircraft, between Boeing and Customer dated January 9, 2009, as amended most recently by Supplemental Agreement No. 30 (Option Aircraft Letter Agreement) This letter agreement (Letter Agreement) amends and supplements the 777 Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the referenced 777 Purchase Agreement. View More

Confidentiality. Scientific Advisor will not, at any time, without the Company's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of the Company, or use or permit to be used any Confidential Information for any purpose other than the performance of the Services for or on behalf of the Company. Scientific Advisor will cooperate with the Company and use best efforts to prevent the unauthorized disclosure or use of any and all Confi...dential Information. Scientific Advisor will deliver to the Company all copies of Confidential Information in Scientific Advisor's possession or control upon the earlier of a request by the Company or termination of this Agreement for any reason. "Confidential Information" means all trade secrets and confidential or proprietary information, whether or not in writing, concerning the Company's business, technology, business relationships or financial affairs that the Company has not released to the general public. By way of illustration, Confidential Information may include information or material that has not been made generally available to the public, such as: (a) corporate information, including plans, strategies, methods, policies, resolutions, negotiations or litigation; (b) marketing information, including strategies, methods, customer identities or other information about customers, prospect identities or other information about prospects, or market analyses or projections; (c) financial information, including cost and performance data, debt arrangements, equity structure, investors and holdings, purchasing and sales data and price lists; (d) operational, scientific and technological information, including plans, specifications, manuals, forms, templates, software, pre-clinical and clinical testing data and strategies designs, methods, procedures, formulas, discoveries, inventions, improvements, trade secrets, concepts and ideas; and (e) personnel information, including personnel lists, reporting or organizational structure, resumes, and termination arrangements or documents. Confidential Information also includes (i) information received in confidence by the Company from its customers or suppliers or other third parties, and (ii) all biological or chemical materials and other tangible embodiments of the Confidential Information. 4 10. Company Property. Scientific Advisor will keep and maintain adequate and current records of all Confidential Information and Inventions developed by Scientific Advisor during the Term of this Agreement, which records will be available to and remain the sole property of the Company at all times. Upon the Company's request and/or in the event of the termination of this Agreement for any reason, Scientific Advisor will promptly deliver to the Company all Company property, including without limitation all Confidential Information. View More

Confidentiality. 6.1 You acknowledge that you will have access to information that is treated as confidential and proprietary by the Company, including without limitation trade secrets, and companies identified as prospects for acquisition by the Company, information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel or operations of the Company, its suppliers or customers or its acquisition prospects, in each case whether spoken, written, printed, elec...tronic, or in any other form or medium (collectively, the "Confidential Information"). 6.2 Confidential Information shall not include information that: (a) is or becomes generally available to the public other than through your breach of this Agreement; or (b) is communicated to you by a third party that had no confidentiality obligations with respect to such information. 6.3 Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. 6.4 Notice of Immunity Under the Defend Trade Secrets Act of 2016 ("DTSA"). View More

Confidentiality. ASSOCIATE acknowledges that he/she may have knowledge of highly sensitive proprietary and non-public material inside information concerning Tupperware and is bound by Tupperware's Code of Conduct and incorporated confidentiality policy. ASSOCIATE agrees that the information protected as confidential includes, without limitation: the existence of this Separation Agreement, including any or all of the terms and conditions or benefits herein; Tupperware's customer and vendor lists and strategies; d...atabases; computer programs; distributor and dealer lists and strategies; marketing and new product programs; research and development, sales, financial pricing, margin, contract, promotional, training and technical information; information about the abilities, compensation and career paths of other employees of Tupperware; and any other information, whether communicated orally, electronically, in writing, or in other tangible forms, concerning how Tupperware creates, develops, acquires or maintains its products and its marketing and distribution plans, compensates or is considering compensating its independent sales force, or targets its potential customers. ASSOCIATE understands that the Tupperware confidentiality policy applies both during ASSOCIATE'S employment and following the Separation Date, and applies to proprietary information, intellectual property, and security law matters. ASSOCIATE acknowledges and agrees that unauthorized use or disclosure of the above-described confidential information is not only a violation of Tupperware policy and this Separation Agreement, but could result in the violation of U.S. securities and other laws, as well as the civil law and common law principles in other countries. Except for confidential information which ASSOCIATE is required to divulge pursuant to legal process or which has previously been publicly disclosed by someone other than ASSOCIATE, ASSOCIATE agrees not to use for his/her own benefit, or to divulge to any person or entity any of such information without the express prior written authorization of Tupperware, by its Executive Vice President & Chief Talent and Engagement Officer. ASSOCIATE agrees not to discuss the contents of this Separation Agreement, or any discussions in connection with this Separation Agreement, with anyone other than ASSOCIATE'S spouse/partner and those professionals who advise ASSOCIATE in connection with his/her legal and financial affairs, or as required by law. IMPORTANT: Nothing in this Agreement shall be construed to prevent disclosure of TUPPERWARE confidential information by ASSOCIATE as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. ASSOCIATE shall promptly provide written notice of any such order to an authorized officer of TUPPERWARE (its Chief Legal Officer or Chief Human Resources Officer). Nothing in this Agreement prohibits or restricts ASSOCIATE from initiating communications directly with, responding to an inquiry from, or providing testimony before the U.S. Securities and Exchange Commission (SEC) or any other federal or state regulatory authority. ASSOCIATE understands that this Agreement does not limit ASSOCIATE'S right to receive an award for information provided to any government agencies, nor does it limit ASSOCIATE'S ability to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including, under applicable United States federal law, (i) disclosing in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law, or (ii) disclosing trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. View More

Confidentiality. The Employee agrees and covenants that he shall not disclose any of the terms of or amount paid under this Agreement or the negotiation thereof to any individual or entity; provided, however, that the Employee will not be prohibited from making disclosures to his attorney, tax advisors and/or immediate family members, or as may be required by law. This Section does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by... agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. The Employee shall promptly provide written notice of any such order to the Employer's Chief Legal Officer. The provisions of this Section 6 are in addition to, and not in limitation of, the terms of that certain Employee Confidentiality and Proprietary Rights Agreement, dated as of July 7, 2017, by and between the Employer the Employee (the "Confidentiality Agreement"). View More

Confidentiality. Employee hereby agrees that, except as required by law or court order, Employee will not describe or discuss the Company's or any of its subsidiaries' business dealings and/or confidential information with any third party, and will not describe or discuss this Agreement with any third party other than Employee's tax or legal advisors. Employee further agrees Employee will comply with any continuing obligations under any employment agreement and/or proprietary information agreement, including but... not limited to protection of the Company's or its subsidiaries' trade secrets and nonsolicitation obligations. View More

Confidentiality. Subject to Section 16.2, all information received or obtained by Barrick or any of the Golden Entities hereunder or pursuant hereto shall be kept confidential by it and no part thereof may be disclosed or published without the prior written consent of the other except: (a) to such Party's Affiliates and its and its Affiliates representatives who have a need to know such information; and (b) such information as may be required to be disclosed or published by Law or applicable stock exchange rule,... provided that any such required disclosure shall be strictly limited in scope and content to the extent reasonably possible. 16.2 Exclusions from Confidential Information. Confidential information shall not include the following: (a) information that, at the time of disclosure, is in the public domain; (b) information that, after disclosure, is published or otherwise becomes part of the public domain through no fault of the recipient; (c) information that the recipient can show already was in the possession of the recipient at the time of disclosure; (d) information that the recipient can show was received by it after the time of disclosure, from a third party who was under no obligation of confidence to the disclosing Party at the time of disclosure. 16.3 No Disclosure of Agreement. Except as required by Law or securities regulatory authority or as needed to fulfill obligations hereunder (such as registrations with competent authorities), neither Barrick nor any of the Golden Entities shall make any public announcements or statements concerning this Agreement or the Properties without the prior approval of the other Party, not to be unreasonably withheld. If a Party determines that it is required to publish or disclose the text of this Agreement in accordance with applicable securities legislation or the applicable rules of any recognized stock exchange or any other applicable Law, it shall provide the other Party with an opportunity to propose appropriate redactions to the text of this Agreement, and the disclosing party hereby agrees to accept any such suggested redactions to the extent permitted by applicable securities legislation, the applicable rules of any recognized stock exchange or any other applicable Law. 16.4 Public Announcements. The text of any public announcements or statements including news releases which a Party intends to make pursuant to the exception in Section 16.1 shall be made available to the other Party not less than three Business Days prior to publication and the other Party shall have the right to make suggestions for changes therein. If Barrick is identified in any such public announcement or statement it shall not be released without the consent of Barrick in writing, which consent Barrick may withhold in its reasonable discretion. 33 16.5 Liability for Announcement. In providing its consent of a public announcement or statement, a Party does not thereby assume any liability or responsibility for the contents thereof, which shall be the sole responsibility of the disclosing Party, and the disclosing Party shall indemnify, defend and save the other Party harmless from any costs and liabilities it may incur in that regard. This provision shall survive expiration or earlier termination of this Agreement. View More

Confidentiality. The Company considers the protection of its confidential information and proprietary materials to be very important. Therefore, as a condition of your employment, you and the Company will become parties to a Nondisclosure, Noncompete and Assignment of Intellectual Property Agreement in the form of Attachment A to this Agreement (the "Confidentiality Agreement"). Notwithstanding anything to the contrary in this Agreement, in the event you breach any provision of the Confidentiality Agreement or S...eparation Agreement (to the extent one arises as provided herein), the Company's obligation to pay or provide, or continue to pay or provide, any salary continuation, severance or other benefits under Section 5 or 6 of this Agreement, as applicable, shall immediately cease. View More

Confidentiality. At all times, both during the term of this Agreement and thereafter in perpetuity, Consultant shall keep and hold all Proprietary Information and IP (as defined below) in strict confidence and trust, and will not disclose any such Proprietary Information to any third party whatsoever without the prior written consent of Company, except to Consultant's legal counsel or if required by court order from a court of competent jurisdiction, provided that Consultant shall first notify Company such that ...Company has an opportunity to object to such court order. Consultant will not use any such Proprietary Information except as may be necessary in order to perform Consultant's Services under this Agreement. Consultant agrees to notify Company of any unauthorized release or use of Proprietary Information. Consultant agrees to require its personnel to abide by this Section 6, as if it applied directly to such personnel. Notwithstanding the foregoing, Consultant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret 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. Further, in the event that Consultant files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Consultant may disclose the trade secret to her attorney and use the trade secret information in the court proceeding, if Consultant: (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

Confidentiality. The parties acknowledge that the existence and the terms of this Option and any oral or written information exchanged between the parties in connection with the preparation and performance this Option are regarded as confidential information. Each party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other party, it shall not disclose any relevant confidential information to any third parties, except for the information that: ...(a) is or will be in the public domain (other than through the receiving party's unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. This Section shall survive the termination of this Option for any reason. View More