Nondisclosure of Proprietary Information. (a) Except in connection with the
faithful good faith performance of
the Executive's duties hereunder or pursuant to Section
6(c) and (e), 5(c), the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for
the Executive'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 intellectual prop...erty of, from or relating to 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, techniques or other know-how or materials, materials owned, developed or possessed by the Company, whether in tangible or intangible form, the terms of this Agreement, any information with respect to the Company's operations, processes, protocols, products, inventions, business practices, investment performance, "track record," finances, principals, business partners, investors, clients, personnel, strategic planning, portfolio investments and/or companies, service providers, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects prospects, and compensation paid any and all information of any nature relating to employees the Company and its affiliates, including any vehicle(s) formed in connection therewith or other terms of employment) as a successor thereto) (collectively, the "Confidential "Proprietary 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 Proprietary Information. The Parties hereby stipulate and agree that, as between them, any item of Confidential Information is 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 Proprietary Information shall does not include any information that has been published (i) becomes publicly available (other than by disclosure or other wrongful act by the Executive), (ii) is contained in a form generally publicly available document, (iii) was known to the public Executive before the Executive commenced employment with the Company, or (iv) is publicly available or has become public knowledge prior required to be disclosed by law. The Executive acknowledges that it is reasonable and necessary for the date Executive proposes Company to disclose or use such information, provided, that such publishing or public availability or knowledge take these reasonable steps to maintain the confidentiality 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. its Proprietary Information. (b) Upon termination of the Executive's employment with the Company for any reason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, computer disk drives, flash drives, disks, or any other documents or property materials concerning the Company's customers, business plans, marketing strategies, products, property or processes. Proprietary Information in his possession. (c) The Executive may respond to comply with a lawful and valid subpoena or other legal process but shall shall: (i) give the Company the earliest possible notice thereof, shall, (ii) 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 (iii) 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 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 the Executive from (i) disclosing information and documents when required by law, subpoena or court order (subject to the requirements of Section 6(c) 5(c) 5 above), (ii) disclosing information and documents to Executive's attorney, financial his attorney or tax adviser for the purpose of securing legal, financial legal or tax advice, (iii) disclosing Executive's the post-employment restrictions in this Agreement in confidence to any potential new employer, or (iv) retaining, at any time, Executive's his personal correspondence, Executive's his personal contacts rolodex and documents related to Executive's his own personal benefits, entitlements and obligations.
View More
Nondisclosure of Proprietary Information. (a) Except in connection with the
faithful good-faith performance of
the Executive's duties hereunder or pursuant to Section
6(c) and (e), 5(c), the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for
the Executive'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 intellectual prop...erty of, from or relating to 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, techniques or other know-how or materials, materials owned, developed or possessed by the Company, whether in tangible or intangible form, the terms of this Agreement, any information with respect to the Company's operations, processes, protocols, products, inventions, business practices, investment performance, "track record," finances, principals, business partners, investors, clients, personnel, strategic planning, portfolio investments and/or companies, service providers, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects prospects, and compensation paid any and all information of any nature relating to employees the Company and its affiliates, including any vehicle(s) formed in connection therewith or other terms of employment) as a successor thereto) (collectively, the "Confidential "Proprietary 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 Proprietary Information. The Parties hereby stipulate and agree that, as between them, any item of Confidential Information is 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 Proprietary Information shall does not include any information that has been published (i) becomes publicly available (other than by disclosure or other wrongful act by the Executive), (ii) is contained in a form generally publicly available document, (iii) was known to the public Executive before the Executive commenced employment with the Company, or (iv) is publicly available or has become public knowledge prior required to be disclosed by law. The Executive acknowledges that it is reasonable and necessary for the date Executive proposes Company to disclose or use such information, provided, that such publishing or public availability or knowledge take these reasonable steps to maintain the confidentiality 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. its Proprietary Information. (b) Upon termination of the Executive's employment with the Company for any reason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, computer disk drives, flash drives, disks, or any other documents or property materials concerning the Company's customers, business plans, marketing strategies, products, property or processes. Proprietary Information in his possession. (c) The Executive may respond to comply with a lawful and valid subpoena or other legal process but shall shall: (i) give the Company the earliest possible notice thereof, shall, (ii) 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 (iii) 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 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 the Executive 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 his attorney or tax adviser for the purpose of securing legal, financial legal or tax advice, (iii) disclosing Executive's the post-employment restrictions in this Agreement in 5 confidence to any potential new employer, or (iv) retaining, at any time, Executive's and using appropriately, his personal correspondence, Executive's his personal contacts rolodex and documents related to Executive's his own personal benefits, entitlements and obligations.
View More
Nondisclosure of Proprietary Information. (a) Except in connection with the faithful performance of
the Executive's duties hereunder or pursuant to Section
6(c) and (e), 5(c), the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for
the Executive'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 intellectual property of, fr...om or relating to 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, techniques or other know-how or materials, materials owned, developed or possessed by the Company, whether in tangible or intangible form, the terms of this Agreement, any information with respect to the Company's operations, processes, protocols, products, inventions, business practices, investment performance, "track record," finances, principals, business partners, investors, clients, personnel, strategic planning, portfolio investments and/or companies, service providers, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects prospects, and compensation paid any and all information of any nature relating to employees the Company and its affiliates, including any vehicle(s) formed in connection therewith or other terms of employment) as a successor thereto) (collectively, the "Confidential "Proprietary 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 Proprietary Information. The Parties hereby stipulate and agree that, as between them, any item of Confidential Information is 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 Proprietary Information shall does not include any information that has been published (i) becomes publicly available (other than by disclosure or other wrongful act by the Executive), (ii) is contained in a form generally publicly available document, (iii) was known to the public Executive before the Executive commenced employment 5 with the Company, or (iv) is publicly available or has become public knowledge prior required to be disclosed by law. The Executive acknowledges that it is reasonable and necessary for the date Executive proposes Company to disclose or use such information, provided, that such publishing or public availability or knowledge take these reasonable steps to maintain the confidentiality 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. its Proprietary Information. (b) Upon termination of the Executive's employment with the Company for any reason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, computer disk drives, flash drives, disks, or any other documents or property materials concerning the Company's customers, business plans, marketing strategies, products, property or processes. Proprietary Information in his possession. (c) The Executive may respond to a lawful and valid subpoena or other legal process but shall shall: (i) give the Company the earliest possible notice thereof, shall, (ii) 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 (iii) 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 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 the Executive 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 his attorney or tax adviser for the purpose of securing legal, financial legal or tax advice, (iii) disclosing Executive's the post-employment restrictions in this Agreement in confidence to any potential new employer, or (iv) retaining, at any time, Executive's his personal correspondence, Executive's his personal contacts rolodex and documents related to Executive's his own personal benefits, entitlements and obligations.
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 his 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, 5 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
Nondisclosure of Proprietary Information. (a) Except in connection with the faithful performance of
the Executive's duties hereunder or pursuant to Section
6(c) and (e), 5(c), the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for
the Executive'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 intellectual property of, fr...om or relating to 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, techniques or other know-how or materials, materials owned, developed or possessed by the Company, whether in tangible or intangible form, the terms of this Agreement, any information with respect to the Company's operations, processes, protocols, products, inventions, business practices, investment performance, "track record," finances, principals, business partners, investors, clients, personnel, strategic planning, portfolio investments and/or companies, service providers, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects prospects, and compensation paid any and all information of any nature relating to employees the Company and its affiliates, including any vehicle(s) formed in connection therewith or other terms of employment) as a successor thereto) (collectively, the "Confidential "Proprietary 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 Proprietary Information. The Parties hereby stipulate and agree that, as between them, any item of Confidential Information is 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 Proprietary Information shall does not include any information that has been published (i) becomes publicly available (other than by disclosure or other wrongful act by the Executive), (ii) is contained in a form generally publicly available document, (iii) was known to the public Executive before the Executive commenced employment with the Company, or (iv) is publicly available or has become public knowledge prior required to be disclosed by law. The Executive acknowledges that it is 4 reasonable and necessary for the date Executive proposes Company to disclose or use such information, provided, that such publishing or public availability or knowledge take these reasonable steps to maintain the confidentiality 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. its Proprietary Information. (b) Upon termination of the Executive's employment with the Company for any reason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, computer disk drives, flash drives, disks, or any other documents or property materials concerning the Company's customers, business plans, marketing strategies, products, property or processes. Proprietary Information in his possession. (c) The Executive may respond to a lawful and valid subpoena or other legal process but shall shall: (i) give the Company the earliest possible notice thereof, shall, (ii) 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 (iii) 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 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 the Executive 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 his attorney or tax adviser for the purpose of securing legal, financial legal or tax advice, (iii) disclosing Executive's the post-employment restrictions in this Agreement in confidence to any potential new employer, or (iv) retaining, at any time, Executive's his personal correspondence, Executive's his personal contacts rolodex and documents related to Executive's his own personal benefits, entitlements and obligations.
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 his benefit or the benefit of any person, firm, corporation
5 or other entity
(other than the Company) any confidential or proprietary information or trade secrets of or rela
...ting 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
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
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 his 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
Nondisclosure of Proprietary Information. (a) Except in connection with the faithful performance of
the Executive's duties hereunder or pursuant to Section
6(c) and (e), 6(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 secrets of or relating to the Company (inc
...luding, 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 which has been published in a form generally available to entered 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 domain through no fault 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. Executive. (b) Upon termination of the Executive's employment with the Company for any reason, 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. 5 (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 process. (d) As used in this Section 6 and Section 7, the term "Company" shall include the Company and its direct and or indirect parents parents, if any, and subsidiaries. (e) Nothing in this Agreement shall prohibit the 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 his attorney or tax adviser on a confidential basis for the purpose of securing legal, financial legal or tax advice, (iii) disclosing Executive's the post-employment restrictions in this Agreement in confidence to any potential new employer, or (iv) retaining, at any time, Executive's his personal correspondence, Executive's his personal contacts rolodex and documents related to Executive's his own personal benefits, entitlements and obligations.
View More
