Confidentiality Contract Clauses (6,369)

Confidentiality. a.Employee understands that "Confidential Information" means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to, customers of the Company on whom Employee has called or with whom Employee became acquainted during the term of Employee's employment), markets, software, developments, inventions, processes, formulas, technology, designs,... drawings, engineering, technical development plans, technical or marketing roadmaps or strategies either domestically or internationally, hardware configuration information, marketing plans or marketing data of any kind, customer information or data, brand and media strategies, any and all financial and accounting information including financial or business models, analytics, or forecasts, employee lists, vendor lists, recruiting information, future planned or contemplated merger and acquisition activity, contemplated advertising or brand campaigns or related creative information and content of any nature or form whatsoever and including creative information and proposals provided by the Company's media, advertising and creative partners, or other legal or business information disclosed to Employee by the Company either directly or indirectly, in writing, orally, or by drawings or observation. Employee further understands that Confidential Information does not include any of the foregoing items that have become publicly known and made generally available through no wrongful act of Employee's or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof. Employee hereby grants consent to notification by the Company to any new employer about Employee's obligations under this paragraph. Employee represents that Employee has not to date misused or disclosed Confidential Information to any unauthorized party. b.Employee understands that nothing in this Agreement shall limit or prohibit Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, "Protected Activity" shall mean filing a charge or complaint, or otherwise communicating, cooperating, or participating with, any state, federal, or other governmental agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, and the National Labor Relations Board (collectively, the "Government Agencies"). Notwithstanding any restrictions set forth in this Agreement, Employee understands that she is not required to obtain authorization from the Company prior to disclosing information to, or communicating with, such agencies, nor is Employee obligated to advise the Company as to any such disclosures or communications. In making any such disclosures or communications, Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Confidential Information to any parties other than the relevant Government Agencies. Employee understands that "Protected Activity" does not include the disclosure of any Company attorney-client privileged communications, and that any such disclosure without the Company's written consent shall constitute a material breach of this Agreement. View More

Confidentiality. (a) The Consultant agrees that all non-public information pertaining to the prior, current or contemplated business of the Company is valuable and a confidential asset of the Company. Such information shall include, without limitation, information relating to customer lists, bidding procedures, intellectual property, patents, trademarks, trade secrets, financing techniques and sources and such financial statements of the Company as are not available to the public. The Consultant, his employees, ...agents and attorneys shall hold all such information in trust and confidence for the Company and shall not use or disclose any such information for other than the Company's business and shall be liable for damages incurred by the Company as a result of the use or disclosure of such information by the Consultant or the Consultant's employees, agents or attorneys for any purpose other than the Company's business, except (i) where such information is publicly available or later becomes publicly available other than through a breach of this Agreement; (ii) where such information is subsequently lawfully obtained by the Consultant from a third party or parties with no confidentiality obligation to the Company; (iii) if such information is known to the Consultant prior to the execution of the Employment Agreement dated September 27, 2017 by and between the Company and the Consultant; or (iv) as may be required by law. The terms of this Section 5 shall survive the expiration or termination of this Agreement. (b) The Consultant acknowledges and agrees that in the event of the breach or threatened breach by the Consultant or its employees, agents or attorneys of the terms and conditions of this Section 5, the Company will suffer irreparable injury and that monetary damages would not provide an adequate remedy at law and that no remedy at law may exist. Accordingly, in the event of such breach or threatened breach, the Company will be entitled, if it so elects and without the posting of any bond or security, to institute and prosecute proceedings in any court of competent jurisdiction, in law or in equity, to obtain damages for any breach of this Section 5 or to (i) enforce the specific performance of this Agreement by the Consultant or its employees, agents or attorneys; or (ii) enjoin the Consultant from breaching or attempting to breach this Section 5. 2 6. No Conflicting Agreements; Nonexclusive Engagement. (a) No Conflicting Agreements. Consultant represents that Consultant is not a party to any existing agreement that would prevent Consultant from entering into and performing this Agreement. Consultant will not enter into any other agreement that is in conflict with Consultant's obligations under this Agreement. Subject to the foregoing and Consultant's obligations in Section 5, Consultant may act as a consultant to and perform professional services for other persons or entities without the necessity of obtaining approval from the Company. (b) Other Engagements. The Company may (i) engage other persons and entities to act as consultants to the Company and perform services for the Company, including services that are similar to the Services described in Section 2, and (ii) enter into agreements similar to this Agreement with other persons or entities, in all cases without the necessity of obtaining approval from Consultant. View More

Confidentiality. 5.1Definition of Confidential Information. 5.2Nondisclosure and Nonuse Obligations. 5.3Consultant as Service Provider. 5.4Exclusions from Nondisclosure and Nonuse Obligations.

Confidentiality. Each party hereto agrees with the others that, unless and until the transactions contemplated by this Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except ...(i) to the extent such data or information is published, is a matter of public knowledge, or is required by law to be published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement. In the event of the termination of this Agreement, each party shall return to the other party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each party will continue to comply with the confidentiality provisions set forth herein. View More

Confidentiality. All knowledge and information of a proprietary and confidential nature relating to the Company which the Consultant obtains during the Consulting period, from the Company or the Company's employees, agents or Consultants shall be for all purposes regarded and treated as strictly confidential for so long as such information remains proprietary and confidential and shall be held in trust by the Consultant solely for the Company's benefit and use and shall not be directly or indirectly disclosed by... the Consultant to any person without the prior written consent of the Company, which consent may be withhold by the Company in its sole discretion. View More

Confidentiality. Subject to the provisions of Paragraphs 4 and 5, Executive agrees not to disclose the terms of this Agreement to anyone, except his/her spouse, attorney and, as necessary, tax/financial advisor, provided they agree to be bound by this confidentiality obligation. It is expressly understood that any violation of the confidentiality obligation imposed herein constitutes a material breach of this Agreement.

Confidentiality. Subject to Section 11(b) below, in addition to all duties of loyalty imposed on Executive by law or otherwise, during the term of Executive's Company Employment and for two years following the termination of such employment for any reason, other than in the reasonable and good faith performance of his duties to the Company, Executive shall maintain Confidential Information in confidence and secrecy and shall not disclose Confidential Information or use it for the benefit of any person or organiz...ation (including Executive) other than the Company without the prior written consent of an authorized officer of the Company (except for disclosures to persons acting on the Company's behalf with a need to know such information). Nothing set forth in this Agreement shall prohibit Executive from reporting possible violations of federal or state law or regulation to 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 or state law or regulation. Executive shall not be required to receive prior authorization from the Company, in order to make any such reports or disclosures, or to notify the Company that he has made such reports or disclosures. View More

Confidentiality. (a) Confidential Information. For purposes of this Agreement, "Confidential Information" means all know-how, designs, application information, specifications, manufacturing processes, data, formulas, technical information, data sheets, manuals, diagrams, customer lists, financial information, sales methods, sales proposals, business plans and any other intellectual property or proprietary information belonging to a Party or relating to the Party's affairs that is not public information; provided..., however, that it shall not include information or knowledge that (i) is known to the receiving Party or readily available to the receiving Party from another source before receipt thereof from the disclosing Party, (ii) is disclosed to the receiving Party in good faith by a third party who had the right to make such disclosure, (iii) is now or hereafter becomes part of the public domain through no fault of the receiving Party, (iv) is required to be disclosed by law, or (v) is independently developed by the receiving Party, acting alone or with other third parties, without use of Confidential Information of the disclosing Party. (b) Non-disclosure. Subject to the provisions of Section 8(e), both during and after the Term, each of the Parties agrees: (i) to use commercially reasonable efforts to protect the Confidential Information of the other Party from unauthorized use or disclosure and to use at least the same degree of care with regard thereto as it uses to protect its own Confidential Information of a like nature; and (ii) to use and reproduce the Confidential Information of the other Party only for the purposes contemplated by this Agreement. (c) Injunctive Relief. The Parties agree that any breach by either Party or any of its officers, directors, managers, employees, contractors or agents, of any provisions of this Section 9 may cause immediate and irreparable injury to the other Party and that, in the event of such breach, the injured Party will be entitled to seek injunctive relief as well as any and all other remedies available at law or in equity. (d) Judicial/Legal Request. If either Party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the other Party, it shall provide prompt notice to the other of such receipt to enable the disclosing Party to seek an appropriate protective order. If the disclosing party does not provide such protective order or waive compliance with this provision within a reasonable time after the notice, the Party receiving the subpoena shall thereafter be entitled to comply with such subpoena or other process to that extent permitted by law; provided, however, that the receiving Party shall use reasonable efforts to minimize such disclosure and to obtain an assurance that the judicial/subpoena recipient shall accord confidential treatment to the Confidential Information. 7 Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. View More

Confidentiality. Information Exchanges. Subject to applicable law and good faith claims of privilege, each Party hereto shall provide the other Party with all information regarding itself and the transactions contemplated by this Agreement that the other Party reasonably believes are required to comply with all applicable laws, ordinances, regulations and codes in connection with the provision of Transition Services pursuant to this Agreement. 2.2. Confidential Information. The Parties shall hold in trust and ma...intain confidential all Confidential Information (as defined in the Purchase Agreement) relating to the other Party. View More

Confidentiality. Each Stockholder agrees to: (a) hold in confidence and trust, and not disclose, any nonpublic, proprietary or confidential information of the Company and its Subsidiaries (the "Confidential Information") and (b) use its reasonable best efforts to ensure that any third party to which it provides such Confidential Information pursuant to this Section 8 shall hold such information in confidence and trust and use such Confidential Information solely for the benefit of the Company and its Subsidiarie...s; provided, that a Stockholder may disclose confidential information (i) to Kirin Agents or Mitsui Agents, as applicable, to the extent necessary to obtain their services in connection with monitoring its investment or interest in the Company, provided such persons are subject to professional duties of confidentiality and non-use or agree to be bound by confidentiality and non-use restrictions with respect to the Confidential Information at least as restrictive as those set forth in this Section 8, (ii) to any Kirin Employees or Mitsui Employees, as applicable, to the extent necessary to monitor their investment or interest in the Company, provided that such Stockholder informs such Person that such information is confidential and such Person agrees to be bound by confidentiality and non-use restrictions with respect to the confidential information at least as restrictive as those set forth in this Section 8, or (iii) to the extent required by law or regulation (including relevant securities laws and stock exchange listing standards, rules or requirements); provided, that in connection with any disclosure required by law, the Stockholder required to make such disclosure shall to the extent legally permissible provide prior written notice of such required disclosure to the Company and shall take all reasonable and lawful actions to avoid and/or minimize the extent of such disclosure as may be reasonably requested by the Company. Furthermore, each Stockholder (x) agrees that it shall be liable for any damage, loss or liability arising from disclosure of Company confidential information by such Stockholder to its respective agents and employees and (y) agrees not to use the confidential information in a manner that would negatively impact the Company. Each Stockholder's obligations under this Agreement shall be several and not joint. View More