Non-Disclosure Contract Clauses (179)

Non-Disclosure. During the term of your Employment, the Company has permitted and will continue to permit you to have access to and become acquainted with information of a confidential, proprietary and/or trade secret nature. Subject to and in addition to any confidentiality or non-disclosure requirements to which you were subject prior to the date you electronically consent to or execute this Award Agreement, during your Employment and any time thereafter, you agree that (i) all confidential, proprietary and/o...r trade secret information received, obtained or possessed at any time by you concerning or relating to the business, financial, operational, marketing, economic, accounting, tax or other affairs at the Company or any client, customer, agent or supplier or prospective client, customer, agent or supplier of the Company will be treated by you in the strictest confidence and will not be disclosed or used by you in any manner other than in connection with the discharge of your job responsibilities without the prior written consent of the Company or unless required by law, and (ii) you will not remove or destroy any confidential, proprietary and/or trade secret information and will return any such information in your possession, custody or control at the end of your Employment (or earlier if so requested by the Company). Nothing herein shall prevent you from making or publishing any truthful statement (a) when required by law, subpoena or court order, (b) in the course of any legal, arbitral or regulatory proceeding, (c) to any governmental authority, regulatory agency or self-regulatory organization, or (d) in connection with any investigation by the Company. View More

Non-Disclosure. a. Mr. Bell will not disclose, publicize, or circulate to anyone in whole or in part, any information concerning the existence, terms, and/or conditions of this Agreement without the express written consent of the PG&E's Chief Executive Officer or, as reasonably necessary to enforce the terms of this Agreement, unless otherwise required or permitted by law. Notwithstanding the preceding sentence, Mr. Bell may disclose the terms and conditions of this Agreement to his family members, and any atto...rneys or tax advisors, if any, to whom there is a bona fide need for disclosure in order for them to render professional services to him, provided that the person first agrees to keep the information confidential and not to make any disclosure of the terms and conditions of this Agreement unless otherwise required or permitted by law. b. Mr. Bell will not use, disclose, publicize, or circulate any confidential or proprietary information concerning the Company or its subsidiaries or affiliates, which has come to his attention during his employment with the Company, unless doing so is expressly authorized in writing by PG&E's Chief Executive Officer, or is otherwise required or permitted by law. Nothing in this Agreement prohibits Mr. Bell from reporting possible violations of federal law or regulation to any governmental agency or regulatory authority, including but not limited to the U.S. Securities and Exchange Commission, or from making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation. Before making any legally-required or permitted disclosure, Mr. Bell will give the Company notice at least ten (10) business days in advance. View More

Non-Disclosure. (a) Confidential Information. "Confidential Information" means all confidential and proprietary information of the Company, its Affiliates (as defined below), its customers, its prospective customers and its suppliers (including insurance carriers), whether or not such information is protected by statute, common law, proprietary rights, or otherwise, and including, without limitation: names, addresses, contact persons and other information relating to the Company's or any Affiliate's customers o...r prospective customers and their personnel and suppliers or prospective suppliers and their personnel; current, past, potential or prospective commissions, premiums, prices, costs, profits, markets, products, services and innovations; business expansion plans, including electronic business development; internal practices and procedures; trade secrets; technologies, developments, inventions or improvements; and any other information relating to the business of the Company, its Affiliates, customers or suppliers. (b) Disclosure of Confidential Information. As an Employee of the Company, Employee will learn and will have access to Confidential Information. Employee acknowledges and agrees that the Company developed this Confidential Information at significant expense, it is proprietary to the Company, and it is and shall remain the exclusive property of the Company. Employee further acknowledges and agrees that the Confidential Information is highly valuable and proprietary to the Company and that the disclosure of any such Confidential Information to third parties or the otherwise unauthorized use of the Confidential Information by Employee would cause the Company serious and irreparable harm. Accordingly, Employee agrees not to, without the express, written consent of the Company, while engaged by the Company as an Employee or after such engagement, disclose, copy, make any use of, or remove from the Company's premises the Confidential Information except as required in the performance of Employee's duties and responsibilities to the Company. Upon Employee's termination as an employee of the Company, Employee shall immediately deliver to the Company any Confidential Information and all copies thereof, whether in hard copy, computerized or other form, which are in the possession or control of Employee. (c) Disclosure of Customer and Advertiser Confidential Information. As an employee of the Company, Employee will also learn and will have access to Confidential Information belonging to the Company's customers and advertisers. Employee agrees not to, without the express, written consent of the Company, either while engaged by the Company or thereafter, disclose, copy, make any use of, or remove from the Company's premises Confidential Information of the Company's customers or suppliers except as may be required in the performance of Employee's duties and responsibilities as an employee of the Company. For the purposes of this Paragraph 8 and Paragraph 9, the following terms shall have the meanings set forth below: "Affiliate" shall mean with respect to any person, any other person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such first mentioned person. As used in this definition of Affiliate, the term "control" (including "controlled by", or "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, as trustee, by contract, or otherwise. "Business" shall mean any business which engages in the set up, scheduling, management or planning of conferences or events, and any other business in which the Company may engage during the term of Employee's engagement. View More

Non-Disclosure. The parties hereto agree, recognize and acknowledge that during the Term the Executive shall obtain knowledge of confidential information regarding the business and affairs of the Company. It is therefore agreed that the Executive will respect and protect the confidentiality of all confidential information pertaining to the Company, and will not (i) without the prior written consent of the Company, (ii) unless required in the course of the Executive's employment hereunder, or (iii) unless requir...ed by applicable law, rules, regulations or court, government or regulatory authority order or decree, disclose in any fashion such confidential information to any person (other than a person who is a director of, or who is employed by, the Company or any subsidiary or who is engaged to render services to the Company or any subsidiary) at any time during the Term. 6 10. Covenant Not to Compete. (a) Executive hereby agrees that for a period of one (1) year following the termination of this Agreement (other than a termination of the Executive's employment (i) by the Executive for Good Reason or (ii) by the Company other than for Cause) (the "Restricted Period") the Executive shall not, directly or indirectly, whether acting individually or through any person, firm, corporation, business or any other entity: (i) engage in, or have any interest in any person, firm, corporation, business or other entity (as an officer, director, employee, agent, stockholder, or other security holder, creditor, consultant or otherwise) that engages in any business activity where a substantial aspect of the business of the Company is conducted, or planned to be conducted, at any time during the Restricted Period, which business activity is the same as, similar to or competitive with the Company as the same may be conducted from time to time; (ii) interfere with any contractual relationship that may exist from time to time of the business of the Company, including, but not limited to, any contractual relationship with any director, officer, employee, or sales agent, or supplier of the Company; or (iii) solicit, induce or influence, or seek to induce or influence, any person who currently is, or from time to time may be, engaged or employed by the Company (as an officer, director, employee, agent, or independent contractor) to terminate his or her employment or engagement by the Company. (b) Notwithstanding anything to the contrary contained herein, Executive, directly or indirectly, may own publicly traded stock constituting not more than five percent (5%) of the outstanding shares of such class of stock of any corporation covered by clause (a)(i) above if, and as long as, Executive is not an officer, director, employee or agent of, or consultant or advisor to, or has any other relationship or agreement with such corporation. (c) Executive acknowledges that the non-competition provisions contained in this Agreement are reasonable and necessary, in view of the nature of the Company and his knowledge thereof, in order to protect the legitimate interests of the Company. View More

Non-Disclosure. Except if required by law, you agree that you will not disclose to others this Agreement or its terms, except that you may disclose such information to your spouse and to your attorney or accountant in order for such individuals to render services to you.

Non-Disclosure. It is the intention of the Parties, and an essential part of this Agreement, that this Agreement itself and the discussions leading up to its execution, and any of its terms and conditions, shall not be disclosed by either Party to anyone, including, but not limited to, any current or former employee of NYIAX, or in any book, diary or journal, or on any social media or other website. Except as may be required by law, neither Party shall directly or indirectly publish, disseminate, disclose, or c...ause or permit to be published, disseminated, or disclosed to any individual or entity any information relating to the content of this Agreement, including, without limitation, the fact or amount of the consideration provided herein. This Paragraph shall not be construed, however, to prevent either Party from disclosing information to a spouse, immediate family, any attorney, accountant, tax preparer or tax or financial advisors with whom it may consult for the purpose of obtaining professional advice or services; any governmental taxing authority; or to any court, administrative agency or officer, or judicial officer, pursuant to any valid subpoena or court or administrative order, provided, however, that prior to disclosing any such information, the Party disclosing such information shall advise any such person to whom it intends to disclose the information (other than taxing authorities) that such information is confidential and may not be disclosed by such person, except in response to a valid subpoena or judicial, agency or administrative order. In addition, NYIAX may disclose the terms on a need to know basis for business reasons to implement the terms of the Agreement. 5 17. Non-Disparagement. Executive agrees that she will not make, or cause to be made, any disparaging statement or communicate any information (whether orally, in writing or electronically) that is disparaging of the Released Parties, including, without limitation, making any such statements or communications to any persons, including but not limited to customers, partners, news organizations, trade and professional organizations, governmental organizations, licensing boards, or on social media and/or social networking sites, other than with respect to the potential claims specified as exceptions to paragraph 11. The Company agrees that it will not make any Company statements that are disparaging statements (orally or in writing) about you, except as required by law or by a court of competent jurisdiction or as necessary to refute a disparaging comment made about the Company or its officers and directors by you. The Company further agrees to issue a press release agreed to by Company and Executive that Executive is taking on new responsibilities such as Chief Strategy Officer and Chief Evangelist of NYIAX as well Founder and Vice Chairperson of the Board. View More

Non-Disclosure. Executive acknowledges that, in order for Executive to effectively perform its duties hereunder, the Company will disclose to Executive certain valuable trade secrets and Confidential Information (defined below) that have been created, discovered or developed by, or that otherwise have become known to the Company as a result of substantial effort, expense and time incurred by the Company or which have been assigned or otherwise conveyed. In light of such acknowledgement, Executive hereby agrees ...as follows: 7.1 Trade Secrets. Executive hereby acknowledges that certain processes, formulas and mechanisms used by the Company in its operation of its business are not generally known to the public or to other persons engaged in businesses similar to its business and, as such constitute its trade secrets. Executive hereby agrees never to directly or indirectly disclose or use, or assist anyone else in disclosing or using such trade secrets to any person or entity other than as authorized in the regular course of the performance of this Agreement. 7.2 Confidential Information. Executive will not divulge, disclose or make accessible to any person or entity any information (in written, oral or electronic form) that the Company or its affiliates (as that term is defined under the Securities Act of 1933) may provide to Executive or of which Executive may become aware including, without limitation, the following confidential business information of the Company: (i) marketing plans, strategies and forecasts; (ii) financial statements, budgets, prices, costs and financial projections; (iii)customer names, addresses and contact persons; and (iv)suppliers and the details of their business agreements (collectively, "Confidential Information"). Confidential Information does not include information that is in the public domain other than through a breach of a duty of confidentiality by Executive or a third party. Executive will keep the Confidential Information confidential, will not use it for any purpose other than to perform the services under the Scope of Work. If disclosure of any Confidential Information is required by law while in the possession of Executive, Executive will promptly notify the Company, provide the Company with copies of all documents seeking such disclosure, together with copies of all material sought, and will not disclose any information voluntarily. EXECUTIVE CONSULTING AGREEMENTK. Wilson Executive agrees that no remedy at law is adequate to compensate the Company for a breach of this Section 7 and that the Company therefore will be entitled to temporary and permanent injunctive relief against any such breach, or the threat of any such breach, without having to prove actual damages or the adequacy of money damages, in addition to any other remedy which may be available to the Company. The terms and conditions of this Section 7 will survive the expiration or termination of this Agreement for any reason. View More

Non-Disclosure. In order to assist the Participant with his or her duties, the Company shall continue to provide the Participant with access to confidential and proprietary operational information and other confidential information that is either information not known by actual or potential competitors, customers and third parties of the Company or is proprietary information of the Company ("Confidential Information"). Such Confidential Information shall include all non-public information the Participant acquir...ed as a result of his or her positions with the Company. Examples of such Confidential Information include, without limitation, non-public information about the Company's customers, suppliers, distributors and potential acquisition targets; its business operations, structure and methods of operation; its product lines, formulae and pricing; its processes, machines and inventions; its research and know-how; its production techniques; its financial data; its advertising and promotional ideas and strategy; information maintained in its computer systems; devices, processes, compilations of information and records; and its plans and strategies. The Participant agrees that such Confidential Information remains confidential even if committed to the Participant's memory. The Participant agrees, during the term of his or her employment and at all times thereafter, not to use, divulge, or furnish or make accessible to any third party, company, corporation or other organization (including but not limited to, customers or competitors of the Company), without the Company's prior written consent, any Confidential Information of the Company, except as necessary in his or her position with the Company. For the avoidance of doubt, nothing in this Agreement, the Plan, any other Award made under the Plan or in any other confidentiality provision to which the Participant may be subject as a result of the Participant's employment with the Company shall prohibit the Participant from communicating with government authorities concerning any possible legal violations. The Company nonetheless asserts and does not waive its attorney-client privilege over any information appropriately protected by the privilege. 3. Return of Confidential Information and Company Property. The Participant agrees that whenever the Participant's employment with the Company ends for any reason, (a) all documents containing or referring to the Company's Confidential Information as may be in the Participant's possession, or over which the Participant may have control, and all other property of the Company 6 provided to the Participant by the Company during the course of the Participant's employment with the Company will be returned by the Participant to the Company immediately, with no request being required; and (b) all Company computer and computer-related equipment and software, and all Company property, files, records, documents, drawings, specifications, lists, equipment, and similar items relating to the business of the Company, whether prepared by the Participant or otherwise, coming into the Participant's possession or control during the course of his employment shall remain the exclusive property of the Company, and shall be delivered by the Participant to the Company immediately, with no request being required. 4. Misconduct. During the term of his or her employment with the Company, the Participant shall not engage in any of the following acts that are considered to be contrary to the Company's best interests: (a) breaching any contract with or violating any obligation to the Company, including the Company's Code of Conduct, Insider Trading Policy or any other written policies of the Company, (b) unlawfully trading in the securities of PepsiCo or of any other company based on information gained as a result of his or her employment with the Company, (c) committing a felony or other serious crime, (d) engaging in any activity that constitutes gross misconduct in the performance of his or her employment duties or (e) engaging in any action that constitutes gross negligence or misconduct and that causes or contributes to the need for an accounting adjustment to PepsiCo's financial results. View More

Non-Disclosure. No party shall make public disclosure with respect to this transaction before the Closing except: (a) as may be required by law, including without limitation disclosure required under securities laws, or by the Securities and Exchange Commission, or by the rules of any stock exchange; (b) to such title insurance companies, lenders, attorneys, accountants, partners, directors, officers, employees and representatives of any party or of such party's advisors who need to know such information for th...e purpose of evaluating and consummating the transaction, including the financing of the transaction; and (c) to present or prospective sources of financing. View More

Non-Disclosure. The Parties agree not to disclose the terms of this Agreement publicly except as may be required by law, in any SEC filing or other similarly required public disclosure or release, or as CPRx may reasonably need to do so for business purposes (such as in a discussion with a future investor or shareholder, etc.). COHEN agrees not to disclose the terms of the Agreement to anyone other than his counsel, tax or financial advisors, immediate family members (or current girlfriend), subject to each of ...their respective agreements to keep the terms strictly confidential and to not disclose the terms to any other person or entity. View More