Confidentiality Contract Clauses (6,369)

Confidentiality. Except as required by applicable law, each Stockholder, until such time as the transactions contemplated by the Purchase Agreement are required to be publicly disclosed by the Company as described in Section 4.6 of the Purchase Agreement, will maintain the confidentiality of any information regarding this Agreement, the Purchase Agreement and the transactions contemplated thereby. Neither each Stockholder, nor any of its respective Affiliates shall issue or cause the publication of any press rel...ease or other public announcement with respect to this Agreement, the Purchase Agreement or the transactions contemplated thereby without the prior written consent of the Company, except as may be required by law or by any listing agreement with, or the policies of, The NASDAQ Stock Market, in which circumstance such announcing party shall make all reasonable efforts to consult with the Company in advance of such publication to the extent practicable. 3 5. No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect ownership or incidence of ownership of or with respect to any Shares. View More

Confidentiality. This Limited Guarantee shall be treated as confidential and is being provided to the Guaranteed Party solely in connection with the transactions contemplated by the Merger Agreement. This Limited Guarantee may not be used, circulated, quoted or otherwise referred to in any document (other than the Merger Agreement and Equity Commitment Letter), except with the written consent of the Guarantor. The foregoing notwithstanding, the Guaranteed Party may disclose the existence of this Limited Guarante...e (a) to its Related Parties, (b) to the extent required by applicable Law and (c) to the extent necessary in order to enforce its rights under this Limited Guarantee, including in connection with any legal action to enforce such rights. View More

Confidentiality. Executive will not, unless required by law, disclose to others the terms of this Agreement, the benefits being paid under it or the fact of its payment, except that Executive may disclose this information to his attorney, accountant or other professional advisor to whom he must make the disclosure in order for them to render professional services to him. Executive will instruct them, however, to maintain the confidentiality of this information just as he must.

Confidentiality. During the course of this Agreement, it may be necessary for both Parties to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to the other Party. Both Parties will not share or use any of this proprietary information at any time unless authorized by the disclosing Party in writing or as necessary to fulfil its obligations or rights under this Agreement. Proprietary information shall not include information that is in the public domai...n, information received from a third party without a duty of confidentiality, information independently developed by a Party, or information that is required to be disclosed by law or regulatory agency or by a court of competent jurisdiction (including any disclosure required by Company's parent as required by the securities laws). View More

Confidentiality. Executive hereby represents and agrees that she has not and will not (except as required by law) disclose information regarding the specific terms of this Agreement, to anyone except her immediate family, her attorney and accountant or financial advisor as reasonably necessary. Executive also hereby acknowledges and agrees that, except as expressly waived by this Agreement, her post-employment duties and obligations under the Employment Agreement will remain in full force and effect in accordanc...e with their terms, and that a breach of the Surviving Covenants of the Employment Agreement will also constitute a breach of this present Agreement. Provided, however, nothing in this Agreement (including the Employment Agreement) prohibits Executive from reporting possible violations of federal 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 law or regulation. Executive acknowledges that she does not need the prior authorization of the Company to make any such reports or disclosures and that she is not required to notify the Company that she has made such reports or disclosures. View More

Confidentiality. Each Responsible Person shall exercise care not to disclose confidential information acquired in connection with such status or information the disclosure of which might be adverse to the interests of GPods, Inc. Furthermore, a Responsible Person shall not disclose or use information relating to the business of GPods, Inc. for the personal profit or advantage of the Responsible Person or a Family Member. 2 5. Review of Policy. A. Each new Responsible Person shall be required to review a copy of ...this Policy and to acknowledge in writing that he or she has done so. B. Each new Responsible Person shall annually complete a disclosure from identifying any relationships, positions, or circumstances in which the Responsible Person is involved that he or she believes could contribute to a Conflict of Interest arising. Such relationships, positions, or circumstance might include service as a director of or consultant to a not-for-profit organization, or ownership of a business that might provide goods or services to GPods, Inc. Any such information regarding business interests of a Responsible Person or a Family Member shall be treated as confidential and shall generally be made available only to the Chair, the Executive Director, and any committee appointed to address Conflicts of Interests, except to the extent additional disclosure is necessary in connection with the implementation of this Policy. C. This policy shall be reviewed annually by each member of the board of directors. Any changes to the policy shall be communicated immediately to all Responsible Persons. -Remainder of this page left blank- GPods, Inc. Conflict of Interest Information Form Name: /s/Robert Dolan Date: May 5, 2017 Please describe below any relationships, positions, or circumstances in which you are involved that you believe could contribute to a Conflict of Interest (as defined in GPods, Inc.'s Policy on Conflict of Interest) arising. None applicable I hereby certify that the information set forth above is true and complete to the best of my knowledge. I have reviewed, and agree to abide by, the Policy of Conflict of Interest of GPods, Inc. that is currently in effect. Name: /s/Robert Dolan Date: May 5, 2017 4 EX-10.1 5 fs1_ex10z1.htm EXHIBIT 10.1 CONFLICT OF INTEREST AGREEMENT AND POLICY Exhibit 10.1 Conflict of Interest Agreement and Policy EXHIBIT 10.1 CONFLICT OF INTEREST AGREEMENT AND POLICY Policy on Conflicts of Interest and Disclosure of Certain Interests: This conflict of interest policy is designed to help directors, officers, and employees of the GPods, Inc. identify situations that present potential conflicts of interest and to provide GPods, Inc. with a procedure that, if observed, will allow a transaction to be treated as valid and binding even though a director, officer, or employee has or may have a conflict of interest with respect to the transaction. In the event there is an inconsistency between the requirements and the procedures prescribed herein and those in federal or state law, the law shall control. All capitalized terms are defined in Part 2 of this policy. View More

Confidentiality. Each Party understands that any Protected Information disclosed to it by the other Party under this Agreement is secret, proprietary and of great value to the disclosing Party, which value may be impaired if the secrecy of the Protected Information is not maintained. The Party disclosing Protected Information is hereinafter sometimes referred to as the "Disclosing Party" and the Party receiving Protected Information is sometimes hereinafter referred to as the "Receiving Party." 13.2 Reasonable S...ecurity Measures. Each Party has taken and will continue to take reasonable security measures to preserve and protect the secrecy of the Protected Information, and each Receiving Party agrees to take all measures reasonably necessary to protect the secrecy of a Disclosing Party's Protected Information in order to prevent it from falling into the public domain or into the possession of persons not bound to maintain the secrecy of such information. 13.3 Non-Disclosure Obligation. Each Receiving Party agrees not to disclose the Protected Information of the Disclosing Party obtained pursuant to this Agreement, to any person or entity (other than its key officers, and employees and/or their parent and subsidiaries to whom disclosure is necessary), while this Agreement is in effect or at any time following the expiration or termination of this Agreement for any reason. 13.4 Burden of Proof. Each Receiving Party acknowledges and agrees that if it shall disclose, divulge, reveal, report, publish, transfer or use, for any purpose whatsoever, except as authorized herein, any Protected Information of a Disclosing Party, and such Receiving Party shall assert as a defense that such information (a) was already known to it or developed prior to the execution of this Agreement, (b) was independently developed by it, (c) was disclosed to third parties without violation of this Agreement, (d) was in the public domain prior to the Effective Date of this Agreement, or (e) entered the public domain without violation of this Agreement, then such Receiving Party shall bear the burden of proof with respect to the same. View More

Confidentiality. Subject to the exclusions and limitations set forth in this Section 6 and in Section 7 below, all information exchanged between the Parties under this Letter is confidential. Neither Party shall disclose to any third party (other than affiliates, subsidiaries, successors, assigns, consultants or advisors, and only to the extent they "need to know" in order to carry out the intent and purpose of this Letter) any of the other Party's confidential information unless required by law, government agen...cy, court order, civil investigative demands, or needed by a Party to assert claims under this Letter or defend against claims made against the Party of such disclosure after the disclosure. Notwithstanding, either Party may disclose any such information that: (i) becomes generally available to the public, provided it is not the result of disclosure in violation of this Letter; (ii) was in the possession of the recipient at the time of disclosure to the recipient; (iii) was lawfully received by a recipient from a third party without any breach of a duty of confidentiality by a Party to this Letter; or (iv) was developed independently by a recipient without reference to the confidential information under this Letter and not at the direction of a Party to this Letter. The Parties further acknowledge that APG is a public reporting company and may be required to disclose certain information regarding this Letter and the transactions under applicable rules and regulations of the Securities and Exchange Commission. 3 7. Publicity. Neither Party will make any disclosure or public announcements of the proposed Transaction, this Letter or the terms thereof without the prior consent of the other Party, which shall not be unreasonably withheld, or except as required by relevant securities laws. Seller agrees and acknowledges that Buyer and its directors, officers, members, managers, employees, agents and representatives will disclose business information and information about the proposed Transaction in the course of securing financing and that Seller and its representatives may be required to disclose that information under the continuous disclosure requirements under U.S. securities laws. View More

Confidentiality. EdiZONE agrees to take reasonable steps to keep confidential and not disclose to any person or entity any Confidential Information (as defined below) and shall not disclose the Confidential Information to any third party without the prior written consent of Purple, in its sole discretion, except that EdiZONE may disclose the Trade Secret Properties provided that the person or entity to whom such disclosure is made enters into a confidentiality agreement in form reasonably acceptable to Purple an...d in which (i) Purple, as owner of the Trade Secret Properties, is expressly named as a third party beneficiary of the confidentiality agreement with the right to enforce such agreement, and (ii) except to the extent set forth in the Existing Contracts, the recipient in such confidentiality agreement agrees not to use such Trade Secret Properties or other Confidential Information in the Purple Field of Use. EdiZONE shall enforce the confidentiality provisions in all Existing Contracts. As used in this Agreement, "Confidential Information" includes any and all information, in any form, relating to the Trade Secret Property, or to EdiZONE's or Purple's respective businesses (including but not limited to their respective budgets, business plans, marketing plans, personnel matters, business contacts, products, processes, know-how, designs, methods, improvements, discoveries, inventions, ideas, data, programs, and other works of authorship), but shall not include any information which (i) is, without any breach of any duty of confidentiality owed to EdiZONE or Purple, in the public domain, (ii) was already known to the receiving party, provided the receiving party can produce contemporaneous documentary evidence showing such prior knowledge, (iii) is received by the receiving party independently and in good faith from a third party, provided that, to the receiving party's knowledge, such third party is not in breach of any duty of confidentiality relative to such information; and (iv) is developed by the receiving party independently of any Confidential Information received from EdiZONE or Purple, as evidenced by documentary or other tangible evidence. 3 *** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS EXHIBIT. CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE DESIGNATED BY [**]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. View More

Confidentiality. Each Party shall maintain the confidentiality of all data, information, records, reports and all other nonpublic information provided to it by the other Party (the "Confidential Information"), and shall not disclose any Confidential Information to third parties for any reason unless and only to the extent jointly agreed to, in writing, by the Parties or as required by law. The foregoing applies to information communicated orally, in writing, by computer processes, and includes without limitation..., this Agreement, any and all meeting notes, business plans, financial statements, analyses and/or research materials, corporate documents, and correspondence. View More