Nondisclosure of Proprietary Information. (a) Except in connection with the faithful performance of
Executive's Employee's duties hereunder or pursuant to Section
6(c) 5(c) and (e),
Executive Employee shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for
Executive's Employee's benefit or the benefit of any person, firm, corporation or other entity
(other than the Company) any confidential or proprietary information or trade secrets of or relating t
...o the Company (including, without limitation, business plans, business strategies and methods, acquisition targets, intellectual property in the form of patents, trademarks and copyrights and applications therefor, ideas, inventions, works, discoveries, improvements, information, documents, formulae, practices, processes, methods, developments, source code, modifications, technology, techniques, data, programs, other know-how or materials, owned, developed or possessed by the Company, whether in tangible or intangible form, information with respect to the Company's operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects and compensation paid to employees or other terms of employment) (collectively, the "Confidential Information"), or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Confidential Information. The Parties hereby stipulate and agree that, as between them, any item of Confidential Information is important, material and confidential and affects the successful conduct of the businesses of the Company (and any successor or assignee of the Company). Notwithstanding the foregoing, Confidential Information shall not include any information that has been published in a form generally available to the public or is publicly available or has become public knowledge prior to the date Executive Employee proposes to disclose or use such information, provided, that such publishing or public availability or knowledge of the Confidential Information shall not have resulted from Executive Employee directly or indirectly breaching Executive's Employee's obligations under this Section 6(a) 5(a) or any other similar provision by which Executive Employee is bound, or from any third-party breaching a provision similar to that found under this Section 6(a). 5(a). For the purposes of the previous sentence, Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published or become publicly available. in combination. (b) Upon termination of Executive's Employee's employment with the Company for any reason, Executive Employee will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents or property concerning the Company's customers, business plans, marketing strategies, products, property or processes. (c) Executive Employee may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and shall assist such counsel at Company's expense in resisting or otherwise responding to such process, in each case to the extent permitted by applicable laws or rules. 7 process. (d) As used in this Section 6 5 and Section 7, 6, the term "Company" shall include the Company and its direct and indirect parents and subsidiaries. 5 (e) Nothing in this Agreement shall prohibit Executive Employee from (i) disclosing information and documents when required by law, subpoena or court order (subject to the requirements of Section 6(c) 5(c) above), (ii) disclosing information and documents to Executive's attorney, financial Employee's attorney or tax adviser for the purpose of securing legal, financial legal or tax advice, (iii) disclosing Executive's Employee's post-employment restrictions in this Agreement in confidence to any potential new employer, or (iv) retaining, at any time, Executive's Employee's personal correspondence, Executive's Employee's personal contacts and documents related to Executive's Employee's own personal benefits, entitlements and obligations. Employee shall promptly disclose all Inventions to the Company, and hereby assigns and agrees to assign all such Inventions to the Company. Employee shall execute at the request of the Company any assignments or other documents the Company may deem reasonably necessary to protect or perfect its rights therein, and shall assist the Company, upon reasonable request and at the Company's expense, in obtaining, defending and enforcing the Company's rights therein. Employee hereby appoints the Company as Employee's attorney-in-fact to execute on Employee's behalf any assignments or other documents reasonably deemed necessary by the Company to protect or perfect its rights to any Inventions.
View More
Nondisclosure of Proprietary Information. (a)
Confidentiality. Except
as required in
connection with the faithful performance of
the Executive's duties hereunder or pursuant to
Section 6(c) and (e), subsection (c), the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for
Executive's his benefit or the benefit of any person, firm, corporation or other entity
(other than the Company) any confidential or proprietary information or trade sec
...rets of or relating to the Company (including, Company, including, without limitation, business plans, business strategies and methods, acquisition targets, intellectual property in the form of patents, trademarks and copyrights and applications therefor, ideas, inventions, works, discoveries, improvements, information, documents, formulae, practices, processes, methods, developments, source code, modifications, technology, techniques, data, programs, other know-how or materials, owned, developed or possessed by the Company, whether in tangible or intangible form, information with respect to the Company's operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects and compensation paid to employees or other terms of employment) (collectively, the "Confidential Information"), employment, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Confidential Information. confidential or proprietary information or trade secrets. The Parties parties hereby stipulate and agree that, that as between them, any item of Confidential Information is them the foregoing matters are important, material and confidential proprietary information and affects trade secrets and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company). Notwithstanding the foregoing, Confidential Information shall not include any information that has been published in a form generally available to the public or is publicly available or has become public knowledge prior to the date Executive proposes to disclose or use such information, provided, that such publishing or public availability or knowledge (b) Return of the Confidential Information shall not have resulted from Executive directly or indirectly breaching Executive's obligations under this Section 6(a) or any other similar provision by which Executive is bound, or from any third-party breaching a provision similar to that found under this Section 6(a). For the purposes of the previous sentence, Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if material features comprising such information have been published or become publicly available. (b) Materials. Upon termination of the Executive's employment with the Company for any reason, reason and upon the Company's request, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents or property concerning the Company's customers, business plans, marketing strategies, products, property products or processes. processes and/or which contain proprietary information or trade secrets. Executive shall keep his cellular phone and phone number. (c) Response to Legal Process. The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, and shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and shall assist such counsel at Company's expense in resisting or otherwise responding to such process, process. (d) Certain Exclusions. Notwithstanding anything in each case this Agreement to the extent permitted by applicable laws or rules. 7 (d) As used in this Section 6 and Section 7, the term "Company" shall include the Company and its direct and indirect parents and subsidiaries. (e) Nothing contrary, nothing in this Agreement shall prohibit the Executive from (i) disclosing reporting possible violations of Federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of State or Federal law or regulation (including the right to receive an award for information and documents when required by law, subpoena or court order (subject provided to any such government agencies). Furthermore, in accordance with 18 U.S.C. § 1833, the Company hereby notifies the Executive that, notwithstanding anything to the requirements contrary herein: (a) the Executive shall not be in breach of Section 6(c) above), (ii) disclosing information this Agreement, and documents shall not be held criminally or civilly liable under any Federal or State trade secret law (i) for the disclosure of a 9 trade secret that is made in confidence to Executive's attorney, financial a Federal, State, or tax adviser local government official or to an attorney solely for the purpose of securing legal, financial reporting or tax advice, (iii) disclosing investigating a suspected violation of law, or (ii) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (b) if the Executive files a lawsuit for retaliation by Company for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive's post-employment restrictions attorney, and may use the trade secret information in this Agreement in confidence the court proceeding, if the Executive files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to any potential new employer, or (iv) retaining, at any time, Executive's personal correspondence, Executive's personal contacts and documents related to Executive's own personal benefits, entitlements and obligations. court order.
View More
Nondisclosure of Proprietary Information. (a) Except
as required in
connection with the faithful performance of
the Executive's duties hereunder or pursuant to
Section 6(c) and (e), subsection (c), the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for
Executive's her benefit or the benefit of any person, firm, corporation or other entity
(other than the Company) any confidential or proprietary information or trade secrets of or relati
...ng to the Company (including, Company, including, without limitation, business plans, business strategies and methods, acquisition targets, intellectual property in the form of patents, trademarks and copyrights and applications therefor, ideas, inventions, works, discoveries, improvements, information, documents, formulae, practices, processes, methods, developments, source code, modifications, technology, techniques, data, programs, other know-how or materials, owned, developed or possessed by the Company, whether in tangible or intangible form, information with respect to the Company's operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects and compensation paid to employees or other terms of employment) (collectively, employment, except for such information which is or becomes publicly available other than as a result of a breach by the "Confidential Information"), Executive of this Section 8, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Confidential Information. confidential or proprietary information or trade secrets. The Parties parties hereby stipulate and agree that, that as between them, any item of Confidential Information is them the foregoing matters are important, material and confidential proprietary information and affects trade secrets and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company). Notwithstanding the foregoing, Confidential Information shall not include any information that has been published in a form generally available to the public or is publicly available or has become public knowledge prior to the date Executive proposes to disclose or use such information, provided, that such publishing or public availability or knowledge of the Confidential Information shall not have resulted from Executive directly or indirectly breaching Executive's obligations under this Section 6(a) or any other similar provision by which Executive is bound, or from any third-party breaching a provision similar to that found under this Section 6(a). For the purposes of the previous sentence, Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if material features comprising such information have been published or become publicly available. (b) Upon termination of the Executive's employment with the Company for any reason, the Executive will shall promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents or property concerning the Company's customers, business plans, marketing strategies, products, property products or processes. processes and/or which contain proprietary information or trade secrets. (c) The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and shall assist such counsel at Company's expense in resisting or otherwise responding to such process, in each case to the extent permitted by applicable laws or rules. 7 (d) As used in this Section 6 and Section 7, the term "Company" shall include the Company and its direct and indirect parents and subsidiaries. (e) Nothing in this Agreement shall prohibit Executive from (i) disclosing information and documents when required by law, subpoena or court order (subject to the requirements of Section 6(c) above), (ii) disclosing information and documents to Executive's attorney, financial or tax adviser for the purpose of securing legal, financial or tax advice, (iii) disclosing Executive's post-employment restrictions in this Agreement in confidence to any potential new employer, or (iv) retaining, at any time, Executive's personal correspondence, Executive's personal contacts and documents related to Executive's own personal benefits, entitlements and obligations. process.
View More
