Proprietary Information Clause Example from Business Contracts

Proprietary Information. Employee agrees that all information, whether or not in writing, concerning the Company's business, technology, business goals, plans or strategies, relationships or financial affairs (collectively, "Proprietary Information") is and will be the exclusive property of the Company. By way of illustration, Proprietary Information may include information or material which has not been made generally available to the public, such as: (a) corporate information, including business or technical plans, st...rategies, methods, policies, resolutions, negotiations, or litigation; (b) marketing information, including strategies, methods, potential or present collaborator or vendor identities, or other information about prospects and prospect identities, or market analyses or projections; (c) financial information, including cost and performance data, debt arrangements, equity structure, investors and holdings, purchasing and sales data and price lists; (d) operational and technological information, including research goals, plans, potential products, implementations, viral vectors, inserts, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas , discoveries, inventions, improvements, concepts and ideas; and (e) contract terms, licenses, license negotiation negotiations strategies, potential licensees or licensors; and (f) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data, compensation structure, performance evaluations, and termination arrangements or documents. Proprietary Information also includes information received in confidence by the Company from its collaborators, vendors, or suppliers or other third parties. Proprietary Information does not include information that a) is in the public domain or enters the public domain through no breach of this Agreement by Employee; b) information that is in Employee's possession prior to receipt from the Company; or c) information that is disclosed to Employee by a third party who is not under a direct or indirect obligation of confidentiality to the Company with respect thereto. 2 14. Recognition of Company's Rights. Employee shall not, at any time, without the Company's prior written permission, either during or after Employee's employment, disclose any Proprietary Information to anyone outside of the Company, or use or permit to be used any Proprietary Information for any purpose other than the performance of Employee's duties as an employee of the Company. Employee shall cooperate with the Company and use reasonable best efforts to prevent the unauthorized disclosure of all Proprietary Information. Employee shall deliver to the Company all copies of Proprietary Information in Employee's possession or control upon the earlier of a request by the Company or termination of Employee's employment. View More