Proprietary Information Clause Example with 10 Variations from Business Contracts
This page contains Proprietary Information clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company's business, business relationships or financial affairs (collectively, "Proprietary Information") is and shall be the exclusive property of the Company. Without limitation, Proprietary Information shall include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, development plans, research data, clinical data, ...confidential communications with regulatory bodies and other third parties, financial data, personnel data, computer programs, customer and supplier lists, and contacts with or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company with authorization to access the information or use the same for any purposes (other than in the performance of his duties as an employee of the Company) without approval by an officer of the Company, during or after his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault of the Executive or such disclosure is required by law. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic, or other tangible material containing Proprietary Information, in any form, whether created by the Executive or others, which shall come into his custody or possession, shall be the exclusive property of the Company and will be used by the Executive only in the performance of his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his obligation not to disclose or to use information and materials of the types set forth in Sections 5(a) and 5(b), and his obligation to return materials and tangible property, set forth in Section 5(b), also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties, including licensors and licensees, who may have disclosed or entrusted the same to the Company or to the Executive.View More
Variations of a "Proprietary Information" Clause from Business Contracts
Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company's business, business relationships or financial affairs (collectively, "Proprietary Information") is and shall be the exclusive property of the Company. Without By way of illustration, but not limitation, Proprietary Information shall may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, deve...lopment developments, plans, research data, clinical data, confidential communications with regulatory bodies and other third parties, financial data, personnel data, computer programs, customer and supplier lists, and contacts with at or knowledge of customers or prospective customers of the Company. Proprietary Information also includes "Trade Secrets," the definition of which shall be given its broadest possible interpretation under the law of Massachusetts and under the Federal Defend Trade Secrets Act of 2016, and shall include (without limitation) all forms and types of financial, business, scientific, technical, economic, or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible or intangible, and whether or how stored, that is compiled, or memorialized physically, electronically, graphically, photographically, or in writing by the Company, The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company with authorization to access the information or use the same for any purposes (other than in the performance of his his/her duties as an employee of the Company) without written approval by an officer of the Company, either during or after his his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault of by the Executive or such disclosure is required by law. Employee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic, or other tangible material containing Proprietary Information, in any form, whether created by the Executive Employee or others, which shall come into his his/her custody or possession, shall be and are the exclusive property of the Company and will to be used by the Executive Employee only in the performance of his his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his his/her employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his his/her obligation not to disclose or to use information and materials of the types set forth in Sections 5(a) paragraphs (a) and 5(b), (b) above, and his his/her obligation to return materials and tangible property, set forth in Section 5(b), paragraph (b) above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties, including licensors and licensees, parties who may have disclosed or entrusted the same to the Company or to the Executive. Employee. (d) The Employee acknowledges and understands that: (i) Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; (ii) Employee shall not be held criminally or civilly liable under any Federal or State trade secret law 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; (iii) if Employee files a lawsuit for retaliation for reporting a suspected violation of law Employee may disclose the trade secret to Employee's attorney and use the trade secret information in the court proceeding, provided Employee files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. View More
Proprietary Information. (a) The Executive agrees that all information, information and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Company's business, business relationships or financial affairs (collectively, "Proprietary Information") is and shall be the exclusive property of the Company. Without By way of illustration, but not limitation, Proprietary Information shall may include inventions, products, technologies, web based portals or internet algorithms, processe...s, methods, techniques, formulas, compositions, compounds, projects, development developments, plans, research data, clinical data, confidential communications with regulatory bodies and other third parties, financial data, personnel data, computer programs, and customer and supplier lists, and contacts with or knowledge of customers or prospective customers of the Company. The lists. Executive will not disclose any Proprietary Information to any person or entity other than employees of others outside the Company with authorization to access the information or use the same for any unauthorized purposes (other than in the performance of his duties as an employee of the Company) without written approval by an officer the Chief Executive Officer of the Company, either during or after his employment with the Company, employment, unless and until such Proprietary Information has become public knowledge without fault of by the Executive, provided, however, that nothing herein shall prevent the Executive or from disclosing Proprietary Information to another party, in the ordinary course of business, pursuant to a non-disclosure agreement between the Company and such disclosure is required by law. other party. (b) The Executive agrees that all files, technology, patents, copyrights, letters, memoranda, reports, articles, books, records, data, web-based analyses or reports, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic, or other tangible material containing Proprietary Information, in any form, whether created by the Executive or others, which shall come into his custody or possession, shall be and are the exclusive property of the Company and will to be used by the Executive only in the performance of his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his obligation not to disclose or to use information information, know-how and materials records of the types set forth in Sections 5(a) paragraphs (a) and 5(b), and his obligation to return materials and tangible property, set forth in Section 5(b), (b) above, also extends to such types of information, materials know-how, records and tangible property of customers of the Company Company, customers or suppliers to the Company or other third parties, including licensors and licensees, parties who may have disclosed or entrusted the same to the Company or to the Executive. Executive in the course of the Company's business. View More
Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company's business, business relationships or financial affairs (collectively, "Proprietary Information") is and shall be the exclusive property of the Company. Without By way of illustration, but not limitation, Proprietary Information shall may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, deve...lopment developments, plans, research data, date, clinical data, confidential communications with regulatory bodies and other third parties, financial data, personnel data, computer programs, customer and supplier lists, and contacts with at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company with authorization (except to access the information extent necessary to satisfactorily perform the services required under this Agreement) or use the same for any purposes (other than in the performance of his his/her duties as an employee of the Company) without written approval by an officer of the Company, during or after his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault of by the Executive or such disclosure is required by law. Employee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic, or other tangible material containing Proprietary Information, in any form, whether created by the Executive Employee or others, which shall come into his his/her custody or possession, shall be and are the exclusive property of the Company and will to be used by the Executive Employee only in the performance of his his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination discontinuation of his employment. his/her contract. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his his/her obligation not to disclose or to use information and materials of the types set forth in Sections 5(a) paragraphs (a) and 5(b), (b) above, and his his/her obligation to return materials and tangible property, set forth in Section 5(b), paragraph (b) above, also extends to such types of information, materials and tangible property of the customers of the Company or suppliers to the Company or other third parties, including licensors and licensees, parties who may have disclosed or entrusted the same to the Company or to the Executive. Employee. View More
Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company's business, business relationships or financial affairs (collectively, "Proprietary Information") is and shall be the exclusive property of the Company. Without By way of illustration, but not limitation, Proprietary Information shall may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, deve...lopment developments, plans, research data, date, clinical data, confidential communications with regulatory bodies and other third parties, financial data, personnel data, computer programs, customer and supplier lists, and contacts with at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company with authorization to access the information or use the same for any purposes (other than in the performance of his his/her duties as an employee of the Company) without written approval by an officer of the Company, during or after his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault of by the Executive or such disclosure is required by law. Employee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic, or other tangible material containing Proprietary Information, in any form, whether created by the Executive Employee or others, which shall come into his his/her custody or possession, shall be and are the exclusive property of the Company and will to be used by the Executive Employee only in the performance of his his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination discontinuation of his employment. his/her contract. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his his/her obligation not to disclose or to use information and materials of the types set forth in Sections 5(a) paragraphs (a) and 5(b), (b) above, and his his/her obligation to return materials and tangible property, set forth in Section 5(b), paragraph (b) above, also extends to such types of information, materials and tangible property of the customers of the Company or suppliers to the Company or other third parties, including licensors and licensees, parties who may have disclosed or entrusted the same to the Company or to the Executive. Employee. View More
Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company's business, business relationships or financial affairs (collectively, "Proprietary Information") is and shall be the exclusive property of the Company. Without By way of illustration, but not limitation, Proprietary Information shall may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, deve...lopment projects' developments, plans, research data, clinical data, confidential communications with regulatory bodies and other third parties, financial data, personnel data, computer programs, customer and supplier lists, and contacts with at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company with authorization to access the information or use the same for any purposes (other than in the performance of his duties as an employee of the Company) without written approval by an officer of the Company, either during or after his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault of by the Executive or such disclosure is required by law. Employee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic, or other tangible material containing Proprietary Information, in any form, whether created by the Executive Employee or others, which came into his custody and possession as independent contractor to the Company or which shall come into his custody or possession, shall be and are the exclusive property of the Company and will to be used by the Executive Employee only in the performance of his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his obligation not to disclose or to use information and materials of the types set forth in Sections 5(a) paragraphs (a) and 5(b), (b) above, and his obligation to return materials and tangible property, set forth in Section 5(b), paragraph (b) above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties, including licensors and licensees, parties who may have disclosed or entrusted the same to the Company or to the Executive. Employee. View More
Proprietary Information. 5.1 Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company's business, business relationships or financial affairs (collectively, "Proprietary Information") is and shall be the exclusive property of the Company. Without By way of illustration, but not limitation, Proprietary Information shall may include inventions, products, processes, methods, techniques, formulas, compositions, compo...unds, projects, development developments, plans, research data, clinical data, confidential communications with regulatory bodies and other third parties, financial data, personnel data, computer programs, customer and supplier lists, and contacts with at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company with authorization to access the information or use the same for any purposes (other than in the performance of his his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault of by the Executive or such disclosure is required by law. Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic, or other tangible material containing Proprietary Information, in any form, whether created by the Executive or others, which shall come into his his/her custody or possession, shall be and are the exclusive property of the Company and will to be used by the Executive only in the performance of his his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his his/her obligation not to disclose or to use information and materials of the types set forth in Sections 5(a) paragraphs (a) and 5(b), (b) above, and his his/her obligation to return materials and tangible property, property set forth in Section 5(b), paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties, including licensors and licensees, parties who may have disclosed or entrusted the same to the Company or to the Executive. 5.2 Equitable Remedies. The restrictions contained in this Section 5 are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Section 5 is likely to cause the Company substantial and irrevocable damage which is difficult to measure. Therefore, in the event of any such breach or threatened breach, the Executive agrees that the Company, in addition to such other remedies which may be available, shall have the right to obtain an injunction from a court restraining such a breach or threatened breach and the right to specific performance of the provisions of this Section 5, and the Executive hereby waives the adequacy of a remedy at law as a defense to such relief. 7 6. Other Agreements. The Executive represents that his/her performance of all the terms of this Agreement and the performance of his/her duties as an employee of the Company do not and will not breach any agreement with any prior employer or other party to which the Executive is a party (including without limitation any nondisclosure or non-competition agreement). Any agreement to which the Executive is a party relating to nondisclosure, non-competition or non-solicitation of employees or customers is listed on Schedule A attached hereto. View More
Proprietary Information. 5.1 Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company's business, business relationships or financial affairs (collectively, "Proprietary Information") is and shall be the exclusive property of the Company. Without By way of illustration, but not limitation, Proprietary Information shall may include inventions, products, processes, methods, 5 techniques, formulas, compositions, com...pounds, projects, development developments, plans, research data, clinical data, confidential communications with regulatory bodies and other third parties, financial data, personnel data, computer programs, customer and supplier lists, and contacts with at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company with authorization to access the information or use the same for any purposes (other than in the performance of his his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault of by the Executive or such disclosure is required by law. Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic, or other tangible material containing Proprietary Information, in any form, whether created by the Executive or others, which shall come into his his/her custody or possession, shall be and are the exclusive property of the Company and will to be used by the Executive only in the performance of his his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his his/her obligation not to disclose or to use information and materials of the types set forth in Sections 5(a) paragraphs (a) and 5(b), (b) above, and his his/her obligation to return materials and tangible property, property set forth in Section 5(b), paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties, including licensors and licensees, parties who may have disclosed or entrusted the same to the Company or to the Executive. 5.2 Equitable Remedies. The restrictions contained in this Section 5 are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Section 5 is likely to cause the Company substantial and irrevocable damage which is difficult to measure. Therefore, in the event of any such breach or threatened breach, the Executive agrees that the Company, in addition to such other remedies which may be available, shall have the right to obtain an injunction from a court restraining such a breach or threatened breach and the right to specific performance of the provisions of this Section 5, and the Executive hereby waives the adequacy of a remedy at law as a defense to such relief. View More
Proprietary Information. 5.1 Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company's business, business relationships or financial affairs (collectively, "Proprietary Information") is and shall be the exclusive property of the Company. Without By way of illustration, but not limitation, Proprietary Information shall may include inventions, products, processes, methods, techniques, formulas, compositions, compo...unds, projects, development developments, plans, research data, clinical data, confidential communications with regulatory bodies and other third parties, financial data, personnel data, computer programs, customer and supplier lists, and contacts with at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company with authorization to access the information or use the same for any purposes (other than in the performance of his his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault of by the Executive or such disclosure is required by law. Executive. 8 (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic, or other tangible material containing Proprietary Information, in any form, whether created by the Executive or others, which shall come into his his/her custody or possession, shall be and are the exclusive property of the Company and will to be used by the Executive only in the performance of his his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his his/her obligation not to disclose or to use information and materials of the types set forth in Sections 5(a) paragraphs (a) and 5(b), (b) above, and his his/her obligation to return materials and tangible property, property set forth in Section 5(b), paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties, including licensors and licensees, parties who may have disclosed or entrusted the same to the Company or to the Executive. 5.2 Equitable Remedies. The restrictions contained in this Section 5 are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Section 5 is likely to cause the Company substantial and irrevocable damage which is difficult to measure. Therefore, in the event of any such breach or threatened breach, the Executive agrees that the Company, in addition to such other remedies which may be available, shall have the right to obtain an injunction from a court restraining such a breach or threatened breach and the right to specific performance of the provisions of this Section 5, and the Executive hereby waives the adequacy of a remedy at law as a defense to such relief. View More
Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company's business, business relationships or financial affairs (collectively, "Proprietary Information") is and shall be the exclusive property of the Company. Without By way of illustration, but not limitation, Proprietary Information shall may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, development d...evelopments, plans, research data, clinical data, confidential communications with regulatory bodies and other third parties, financial data, personnel data, computer programs, customer and supplier lists, and contacts with at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company with authorization to access the information or use the same for any purposes (other than in the performance of his his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault of by the Executive or such disclosure is required by law. Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic, or other tangible material containing Proprietary Information, in any form, whether created by the Executive or others, which shall come into his his/her custody or possession, shall be and are the exclusive property of the Company and will to be used by the Executive only in the performance of his his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his his/her obligation not to disclose or to use information and materials of the types set forth in Sections 5(a) paragraphs (a) and 5(b), (b) above, and his his/her obligation to return materials and tangible property, property set forth in Section 5(b), paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties, including licensors and licensees, parties who may have disclosed or entrusted the same to the Company or to the Executive. 5.2 Equitable Remedies. The restrictions contained in this Section 5 are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Section 5 is likely to cause the Company substantial and irrevocable damage which is difficult to measure. Therefore, in the event of any such breach or threatened breach, the Executive agrees that the Company, in addition to such other remedies which may be available, shall have the right to obtain an injunction from a court restraining such a breach or threatened breach and the right to specific performance of the provisions of this Section 5, and the Executive hereby waives the adequacy of a remedy at law as a defense to such relief. View More
Proprietary Information. 5.1 Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company's business, business relationships or financial affairs (collectively, "Proprietary Information") is and shall be the exclusive property of the Company. Without By way of illustration, but not limitation, Proprietary Information shall may include inventions, products, processes, methods, techniques, formulas, compositions, compo...unds, projects, development developments, plans, research data, clinical data, confidential communications with regulatory bodies and other third parties, financial data, personnel data, computer programs, customer and supplier lists, and contacts with at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company with authorization to access the information or use the same for any purposes (other than in the performance of his his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault of by the Executive or such disclosure is required by law. Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic, or other tangible material containing Proprietary Information, in any form, whether created by the Executive or others, which shall come into his his/her custody or possession, shall be and are the exclusive property of the Company and will to be used by the Executive only in the performance of his his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his his/her obligation not to disclose or to use information and materials of the types set forth in Sections 5(a) paragraphs (a) and 5(b), (b) above, and his his/her obligation to return materials and tangible property, property set forth in Section 5(b), paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties, including licensors and licensees, parties who may have disclosed or entrusted the same to the Company or to the Executive. 5.2 Equitable Remedies. The restrictions contained in this Section 5 are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Section 5 is likely to cause the Company substantial and irrevocable damage which is difficult to measure. Therefore, in the event of any such breach or threatened breach, the Executive agrees that the Company, in addition to such other remedies which may be available, shall have the right to obtain an injunction from a court restraining such a breach or threatened breach and the right to specific performance of the provisions of this Section 5, and the Executive hereby waives the adequacy of a remedy at law as a defense to such relief. View More
