Protection of Confidential Information Clause Example with 10 Variations from Business Contracts

Protection of Confidential Information. Executive agrees recognizes that all information, whether by virtue of Executive's employment with the Company, Executive will be granted otherwise prohibited access to trade secrets and other confidential and proprietary information which is not known to the Company's competitors or within the Company's industry generally, which was developed by the Company over a long period of time and/or at substantial expense, and which is confidential in nature or otherwise of great competitive value to th...e Company ("Confidential Information"). Confidential Information includes, but is not in writing, limited to, trade secrets, information relating to the business, technical or Company's practices and methods of doing business; sales, marketing, and service strategies, programs, technologies, and procedures; customers and prospective customers, including, but not limited to, their particularized requirements and preferences, their product specifications, the identity and authority of their key contact persons, payment methods, and order histories and patterns; service, product and material costs; pricing structures; bids; responses to requests for proposals; bonus and incentive plans; vendors and sources of supply; financial affairs position and business plans; computer programs and databases; research projects; new product and service developments; compositions, formulas, patterns, compilations, programs, techniques, devices, processes, plans, designs, and drawings; and any other information of the Company, and/or its Affiliates and affiliates, or any of its vendors or customers, which the Company informs Executive, or which Executive should know by virtue of Executive's position or the circumstances in which Executive learned it, is to be kept confidential. Confidential Information does not include information that is generally understood publicly available or otherwise known in the industry but not as being confidential and/or proprietary information is a result of Executive's violation of his obligations under this Agreement. Nothing in this Agreement shall prohibit or impede Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a "Governmental Entity") with respect to possible violations of U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the sole whistleblower provisions of any such law or regulation, provided that in each case such communications and exclusive property of the Company, and/or its Affiliates as the case may be. disclosures are consistent with applicable law. Executive agrees does not need prior authorization (or to hold in a fiduciary capacity for the sole benefit of give notice to) the Company all secret, confidential regarding any such communication or proprietary information, knowledge, data, or trade secret ("Confidential Information") relating disclosure. Notwithstanding the foregoing, under no circumstance is Executive authorized to the Company or its Affiliates or their respective customers, which Confidential Information shall have been obtained during his employment with the Company. This Confidential Information shall include, but not be limited to, disclose any information regarding covered by the Company's and/or its Affiliates' trade secrets, inventions, patent, trademark and copyright applications, cost and pricing data, customer and supplier lists, specifications, financial data, schematics, and prototypes. attorney-client privilege or attorney work product. (i) Executive agrees that he will not, at any time, either time during the Employment Term or after its termination, disclose Executive's employment with the Company, disclose, use or permit others to anyone use any Confidential Information, or utilize such Confidential Information for his own benefit, or except as required in the course of Executive's employment for the benefit of third parties without written approval by an officer of the Company. (ii) Executive further agrees that will take all memoranda, notes, records, data, schematics, sketches, computer programs, prototypes or written, photographic, magnetic or other documents or tangible objects compiled by him or made available to him reasonable measures during the Term of his and after Executive's employment concerning the business of with the Company and/or its clients, including to protect the Confidential Information from any copies of such materials, shall be the sole accidental or unauthorized disclosure or use. (iii) Notwithstanding Executive's confidentiality and exclusive property of the Company and shall be delivered to the Company on the termination of his employment, or at any other time upon the Company's request. Nothing in this Section 11 prohibits nondisclosure obligations as set forth above, Executive from reporting possible violations of law or regulation to any governmental agency or entity (or of making any other protected disclosures). Pursuant is hereby advised as follows pursuant to the Defend Trade Secrets Act of 2016, Executive Act: "An individual shall not be held criminally or civilly liable under any Federal or state State trade secret law for the disclosure of any Confidential Information a trade secret that (i) (A) is made (A) (i) in confidence to a Federal, state State, or local government official, either directly or indirectly, or to an attorney attorney; and (B) (ii) solely for the purpose of reporting or investigating a suspected violation of law law; or (ii) (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if (a) such filing is made under seal, seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) Executive does not disclose the Confidential Information, trade secret, except pursuant to court order. order." View More

Protection of Confidential Information. The Executive agrees that all information, whether or not in writing, relating to the business, technical technical, or financial affairs of the Company, and/or its Affiliates Company and that is generally understood in the pet food industry (and any other related or relevant industry) as being confidential and/or proprietary information information, is the sole and exclusive property of the Company, and/or its Affiliates as the case may be. Company. The Executive agrees to hold in a fiduciary c...apacity for the sole benefit of the Company all secret, confidential or proprietary information, knowledge, data, or trade secret ("Confidential Information") relating to the Company or any of its Affiliates affiliates or their respective customers, clients, which Confidential Information shall have been obtained during his Executive's employment with the Company. This By way of illustration, but not limitation, Confidential Information shall include, but not be limited to, includes information regarding the Company's and/or its Affiliates' projects, methodologies, business or vendor relationships, relationships with strategic or business partners, and all information and know-how (whether or not patentable, copyrightable or otherwise able to be registered or protected under laws governing intellectual property) owned, possessed, or used by the Company, including, without limitation, any invention, existing or future product, formula, method, manufacturing techniques and procedures, composition, compound, project, development, plan, market research, vendor information, supplier information, customer lists or information, apparatus, equipment, trade secrets, inventions, patent, trademark and copyright secret, process, research, reports, clinical data, financial data, technical data, test data, know-how, computer program, software, software documentation, source code, hardware design, technology, marketing or business plan, forecast, unpublished financial statement, budget, license, patent applications, contracts, joint ventures, price, cost and pricing personnel data, customer and supplier lists, specifications, financial data, schematics, and prototypes. any trade names, trademarks or slogans, but shall not include information that (i) is or becomes public knowledge through legal means without fault by the Executive, (ii) is already public knowledge prior to the signing of this Agreement, (iii) was available to the Executive on a non-confidential basis prior to its disclosure by the Company, (iv) was disclosed by the Executive in the performance of the Executive's duties hereunder, or (v) must be disclosed pursuant to applicable law or court order. 9 The Executive agrees that he the Executive will not, not at any time, either during the Employment Term of this Agreement or after its termination, except as reasonably necessary in the scope and course of Executive's duties, disclose to anyone any Confidential Information, or utilize such Confidential Information for his Executive's own benefit, or for the benefit of third parties without written approval by an officer of the Company. Executive further agrees that all memoranda, notes, records, data, schematics, sketches, computer programs, prototypes prototypes, or written, photographic, magnetic or other documents or tangible objects compiled by him Executive or made available to him Executive during the Term of his Executive's employment concerning the business of the Company and/or its clients, including any copies of such materials, shall be the sole and exclusive property of the Company and shall be delivered to the Company on the termination of his the Executive's employment, or at any other time upon request of the Company's request. Nothing in this Section 11 prohibits Executive from reporting possible violations of law or regulation to any governmental agency or entity (or of making any other protected disclosures). Pursuant to the Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of any Confidential Information that (i) is made (A) in confidence to a Federal, state or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (a) such filing is made under seal, and (B) Executive does not disclose the Confidential Information, except pursuant to court order. Company. View More

Protection of Confidential Information. Executive The CONSULTANT agrees that all information, whether or not in writing, relating to the business, technical or financial affairs of the Company, and/or its Affiliates Company and that is generally understood in the industry as being confidential and/or proprietary information is the sole and exclusive property of the Company, and/or its Affiliates as the case may be. Executive Company. The CONSULTANT agrees to hold in a fiduciary capacity for the sole benefit of the Company all secret, ...confidential or proprietary information, knowledge, data, or trade secret ("Confidential Information") relating to the Company or any of its Affiliates affiliates or their respective customers, clients, which Confidential Information shall have been obtained during his employment its engagement with the Company. This Confidential Information shall include, but not be limited to, information regarding the Company's and/or its Affiliates' trade secrets, inventions, patent, trademark and copyright applications, cost and pricing data, customer and supplier lists, specifications, financial data, schematics, schematics and prototypes. Executive The CONSULTANT agrees that he it will not, at any time, either during the Employment Term of this Agreement or after its termination, disclose to anyone any Confidential Information, or utilize such Confidential Information for his its own benefit, or for the benefit of third parties without written approval by an officer of the Company. Executive The CONSULTANT further agrees that all memoranda, notes, records, data, schematics, sketches, computer programs, prototypes or written, photographic, magnetic or other documents or tangible objects compiled by him or made available to him during the Term of his employment its engagement concerning the business of the Company and/or its clients, including any copies of such materials, shall be the sole and exclusive property of the Company and shall be delivered to the Company on the termination of his employment, its engagement, or at any other time upon the Company's request. Nothing 4 10. Injunctive Relief. The CONSULTANT understands that, in the event it breaches this Section 11 prohibits Executive from reporting possible violations Agreement, the Company may suffer irreparable harm and will, therefore, be entitled to injunctive relief without the posting of law a bond or regulation other guarantee, to enforce this Agreement. This provision is not a waiver of any other rights that the Company may have under this Agreement, including the right to recover attorneys' fees and costs to cover the expenses it incurs in seeking to enforce this Agreement, as well as to any governmental agency or entity (or of making any other protected disclosures). Pursuant remedies available to the Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of any Confidential Information that (i) is made (A) in confidence to a Federal, state or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (a) such filing is made under seal, and (B) Executive does not disclose the Confidential Information, except pursuant to court order. it, including money damages. View More

Protection of Confidential Information. Executive The CONSULTANT agrees that all information, whether or not in writing, relating to the business, technical or financial affairs of the Company, and/or its Affiliates Company and that is generally understood in the industry as being confidential and/or proprietary information is the sole and exclusive property of the Company, and/or its Affiliates as the case may be. Executive Company. The CONSULTANT agrees to hold in a fiduciary capacity for the sole benefit of the Company all secret, ...confidential or proprietary information, knowledge, data, or trade secret ("Confidential Information") relating to the Company or any of its Affiliates affiliates or their respective customers, clients, which Confidential Information shall have been obtained during his employment engagement with the Company. This Confidential Information shall include, but not be limited to, information regarding the Company's and/or its Affiliates' trade secrets, inventions, patent, trademark and copyright applications, cost and pricing data, customer and supplier lists, specifications, financial data, schematics, schematics and prototypes. Executive The CONSULTANT agrees that he will not, at any time, either during the Employment Term of this Agreement or after its termination, disclose to anyone any Confidential Information, or utilize such Confidential Information for his own benefit, or for the benefit of third parties without written approval by an officer of the Company. Executive The CONSULTANT further agrees that all memoranda, notes, records, data, schematics, sketches, computer programs, prototypes or written, photographic, magnetic or other documents or tangible objects compiled by him or made available to him during the Term of his employment engagement concerning the business of the Company and/or its clients, including any copies of such materials, shall be the sole and exclusive property of the Company and shall be delivered to the Company on the termination of his employment, engagement, or at any other time upon the Company's request. Nothing 4 10. Injunctive Relief. The CONSULTANT understands that, in the event he breaches this Section 11 prohibits Executive from reporting possible violations Agreement, the Company may suffer irreparable harm and will, therefore, be entitled to injunctive relief without the posting of law a bond or regulation other guarantee, to enforce this Agreement. This provision is not a waiver of any other rights that the Company may have under this Agreement, including the right to recover attorneys' fees and costs to cover the expenses it incurs in seeking to enforce this Agreement, as well as to any governmental agency or entity (or of making any other protected disclosures). Pursuant remedies available to the Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of any Confidential Information that (i) is made (A) in confidence to a Federal, state or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (a) such filing is made under seal, and (B) Executive does not disclose the Confidential Information, except pursuant to court order. it, including money damages. View More

Protection of Confidential Information. The Executive agrees that all information, whether or not in writing, relating to the business, technical technical, or financial affairs of the Company, and/or its Affiliates Company and that is generally understood in the chilled fresh dog food industry (and any other related or relevant industry) as being confidential and/or proprietary information information, is the sole and exclusive property of the Company, and/or its Affiliates as the case may be. Company. The Executive agrees to hold in... a fiduciary capacity for the sole benefit of the Company all secret, confidential or proprietary information, knowledge, data, or trade secret ("Confidential Information") relating to the Company or any of its Affiliates affiliates or their respective customers, clients, which Confidential Information shall have been obtained during his employment with the Company. This By way of illustration, but not limitation, Confidential Information shall include, but not be limited to, includes information regarding the Company's and/or its Affiliates' projects, methodologies, business or vendor relationships, relationships with strategic or business partners, and all information and know-how (whether or not patentable, copyrightable or otherwise able to be registered or protected under laws governing intellectual property) owned, possessed, or used by the Company, including, without limitation, any invention, existing or future product, formula, method, manufacturing techniques and procedures, composition, compound, project, development, plan, market research, vendor information, supplier information, customer lists or 6 information, apparatus, equipment, trade secrets, inventions, patent, trademark and copyright secret, process, research, reports, clinical data, financial data, technical data, test data, know-how, computer program, software, software documentation, source code, hardware design, technology, marketing or business plan, forecast, unpublished financial statement, budget, license, patent applications, contracts, joint ventures, price, cost and pricing personnel data, customer and supplier lists, specifications, financial data, schematics, and prototypes. any trade names, trademarks or slogans, but shall not include information that (i) is or becomes public knowledge through legal means without fault by the Executive, (ii) is already public knowledge prior to the signing of this Agreement, (iii) was available to the Executive on a non-confidential basis prior to its disclosure by the Company, (iv) was disclosed by the Executive in the performance of his duties hereunder, or (v) must be disclosed pursuant to applicable law or court order. The Executive agrees that he will not, not at any time, either during the Employment Term of this Agreement or after its termination, disclose to anyone any Confidential Information, or utilize such Confidential Information for his own benefit, or for the benefit of third parties without written approval by an officer of the Company. Executive further agrees that all memoranda, notes, records, data, schematics, sketches, computer programs, prototypes prototypes, or written, photographic, magnetic or other documents or tangible objects compiled by him or made available to him during the Term of his employment concerning the business of the Company and/or its clients, including any copies of such materials, shall be the sole and exclusive property of the Company and shall be delivered to the Company on the termination of his employment, or at any other time upon request of the Company's request. Nothing in this Section 11 prohibits Executive from reporting possible violations of law or regulation to any governmental agency or entity (or of making any other protected disclosures). Pursuant to the Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of any Confidential Information that (i) is made (A) in confidence to a Federal, state or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (a) such filing is made under seal, and (B) Executive does not disclose the Confidential Information, except pursuant to court order. Company. View More

Protection of Confidential Information. The Executive agrees that all information, whether or not in writing, relating to the business, technical technical, or financial affairs of the Company, and/or its Affiliates Company and that is generally understood in the chilled fresh dog food industry (and any other related or relevant industry) as being confidential and/or proprietary information information, is the sole and exclusive property of the Company, and/or its Affiliates as the case may be. Company. The Executive agrees to hold in... a fiduciary capacity for the sole benefit of the Company all secret, confidential or proprietary information, knowledge, data, or trade secret ("Confidential Information") relating to the Company or any of its Affiliates affiliates or their respective customers, clients, which Confidential Information shall have been obtained during his employment with the Company. This By way of illustration, but not limitation, Confidential Information shall include, but not be limited to, includes information regarding the Company's and/or its Affiliates' projects, methodologies, business or vendor relationships, relationships with strategic or business partners, and all information and know-how (whether or not patentable, copyrightable or otherwise able to be registered or protected under laws governing intellectual property) owned, possessed, or used by the Company, including, without limitation, any invention, existing or future product, formula, method, manufacturing techniques and procedures, composition, compound, project, 6 development, plan, market research, vendor information, supplier information, customer lists or information, apparatus, equipment, trade secrets, inventions, patent, trademark and copyright secret, process, research, reports, clinical data, financial data, technical data, test data, know-how, computer program, software, software documentation, source .code, hardware design, technology, marketing or business plan, forecast, unpublished financial statement, budget, license, patent applications, contracts, joint ventures, price, cost and pricing personnel data, customer and supplier lists, specifications, financial data, schematics, and prototypes. any trade names, trademarks or slogans, but shall not include information that (i) is or becomes public knowledge through legal means without fault by the Executive, (ii) is already public knowledge prior to the signing of this Agreement, (iii) was available to the Executive on a non-confidential basis prior to its disclosure by the Company, (iv) was disclosed by the Executive in the performance of his duties hereunder, or (v) must be disclosed pursuant to applicable law or court order. The Executive agrees that he will not, not at any time, either during the Employment Term of this Agreement or after its termination, disclose to anyone any Confidential Information, or utilize such Confidential Information for his own benefit, or for the benefit of third parties without written approval by an officer of the Company. Executive further agrees that all memoranda, notes, records, data, schematics, sketches, computer programs, prototypes prototypes, or written, photographic, magnetic or other documents or tangible objects compiled by him or made available to him during the Term of his employment concerning the business of the Company and/or its clients, including any copies of such materials, shall be the sole and exclusive property of the Company and shall be delivered to the Company on the termination of his employment, or at any other time upon request of the Company's request. Nothing in this Section 11 prohibits Executive from reporting possible violations of law or regulation to any governmental agency or entity (or of making any other protected disclosures). Pursuant to the Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of any Confidential Information that (i) is made (A) in confidence to a Federal, state or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (a) such filing is made under seal, and (B) Executive does not disclose the Confidential Information, except pursuant to court order. Company. View More

Protection of Confidential Information. The Executive agrees that all information, whether or not in writing, relating to the business, technical technical, or financial affairs of the Company, and/or its Affiliates Company and that is generally understood in the cat and dog food and treats industry (and any other related or relevant industry) as being confidential and/or proprietary information information, is the sole and 8 exclusive property of the Company, and/or its Affiliates as the case may be. Company. The Executive agrees to ...hold in a fiduciary capacity for the sole benefit of the Company all secret, confidential or proprietary information, knowledge, data, or trade secret ("Confidential Information") relating to the Company or any of its Affiliates affiliates or their respective customers, clients, which Confidential Information shall have been obtained during his employment with the Company. This By way of illustration, but not limitation, Confidential Information shall include, but not be limited to, includes information regarding the Company's and/or its Affiliates' projects, methodologies, business or vendor relationships, relationships with strategic or business partners, and all information and know-how (whether or not patentable, copyrightable or otherwise able to be registered or protected under laws governing intellectual property) owned, possessed, or used by the Company, including, without limitation, any invention, existing or future product, formula, method, manufacturing techniques and procedures, composition, compound, project, development, plan, market research, vendor information, supplier information, customer lists or information, apparatus, equipment, trade secrets, inventions, patent, trademark and copyright secret, process, research, reports, clinical data, financial data, technical data, test data, know-how, computer program, software, software documentation, source code, hardware design, technology, marketing or business plan, forecast, unpublished financial statement, budget, license, patent applications, contracts, joint ventures, price, cost and pricing personnel data, customer and supplier lists, specifications, financial data, schematics, and prototypes. any trade names, trademarks or slogans, but shall not include information that (i) is or becomes public knowledge through legal means without fault by the Executive, (ii) is already public knowledge prior to the signing of this Agreement, (iii) was available to the Executive on a non-confidential basis prior to its disclosure by the Company, (iv) was disclosed by the Executive in the performance of his duties hereunder, or (v) must be disclosed pursuant to applicable law or court order. The Executive agrees that he will not, not at any time, either during the Employment Term of this Agreement or after its termination, except as reasonably necessary in the scope and course of his duties, disclose to anyone any Confidential Information, or utilize such Confidential Information for his own benefit, or for the benefit of third parties without written approval by an officer of the Company. Executive further agrees that all memoranda, notes, records, data, schematics, sketches, computer programs, prototypes prototypes, or written, photographic, magnetic or other documents or tangible objects compiled by him or made available to him during the Term of his employment concerning the business of the Company and/or its clients, including any copies of such materials, shall be the sole and exclusive property of the Company and shall be delivered to the Company on the termination of his employment, or at any other time upon request of the Company's request. Nothing in this Section 11 prohibits Executive from reporting possible violations of law or regulation to any governmental agency or entity (or of making any other protected disclosures). Pursuant to the Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of any Confidential Information that (i) is made (A) in confidence to a Federal, state or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (a) such filing is made under seal, and (B) Executive does not disclose the Confidential Information, except pursuant to court order. Company. View More

Protection of Confidential Information. Executive The CONSULTANT agrees that all information, whether or not in writing, relating to the business, technical or financial affairs of the Company, and/or its Affiliates Company and that is generally understood in the industry as being confidential and/or proprietary information is the sole and exclusive property of the Company, and/or its Affiliates as the case may be. Executive Company. The CONSULTANT agrees to hold in a fiduciary capacity for the sole benefit of the Company all secret, ...confidential or proprietary information, knowledge, data, or trade secret ("Confidential Information") relating to the Company or any of its Affiliates affiliates or their respective customers, clients, which Confidential Information shall have been obtained during his employment engagement with the Company. This Confidential Information shall include, but not be limited to, information regarding the Company's and/or its Affiliates' trade secrets, inventions, patent, trademark and copyright applications, cost and pricing data, customer and supplier lists, specifications, financial data, schematics, schematics and prototypes. Executive The CONSULTANT agrees that he will not, at any time, either during the Employment Term of this Agreement or after its termination, disclose to anyone any Confidential Information, or utilize such Confidential Information for his own benefit, or for the benefit of third parties without written approval by an officer of the Company. Executive The CONSULTANT further agrees that all memoranda, notes, records, data, schematics, sketches, computer programs, prototypes or written, photographic, magnetic or other documents or tangible objects compiled by him or made available to him during the Term of his employment engagement concerning the business of the Company and/or its clients, including any copies of such materials, shall be the sole and exclusive property of the Company and shall be delivered to the Company on the termination of his employment, engagement, or at any other time upon the Company's request. Nothing in this Section 11 prohibits Executive from reporting possible violations of law or regulation to any governmental agency or entity (or of making any other protected disclosures). Pursuant to the Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of any Confidential Information that (i) is made (A) in confidence to a Federal, state or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (a) such filing is made under seal, and (B) Executive does not disclose the Confidential Information, except pursuant to court order. View More

Protection of Confidential Information. Executive agrees that all information, whether or not in writing, relating to the business, technical or financial affairs of the Company, and/or its Affiliates and that is generally understood in the industry as being confidential and/or proprietary information is the sole and exclusive property of the Company, and/or its Affiliates as the case may be. Executive agrees to hold in a fiduciary capacity for the sole benefit of the Company all secret, confidential or proprietary information, knowle...dge, data, or trade secret ("Confidential Information") relating to the Company or its Affiliates or their respective customers, which Confidential Information shall have been obtained during his employment with the Company. This Confidential Information shall include, but not be limited to, information regarding the Company's and/or its Affiliates' trade secrets, inventions, patent, trademark and copyright applications, cost and pricing data, customer and supplier lists, specifications, financial data, schematics, and prototypes. Executive agrees that he will not, at any time, either during the Employment Term or after its termination, disclose to anyone any Confidential Information, or utilize such Confidential Information for his own benefit, or for the benefit of third parties without written approval by an officer of the Company. Executive further agrees that all memoranda, notes, records, data, schematics, sketches, computer programs, prototypes or written, photographic, magnetic or other documents or tangible objects compiled by him or made available to him during the Term of his employment concerning the business of the Company and/or its clients, including any copies of such materials, shall be the sole and exclusive property of the Company and shall be delivered to the Company on the termination of his employment, or at any other time upon the Company's request. Nothing in this Section 11 prohibits Executive from reporting possible violations of law or regulation to any governmental agency or entity (or of making any other protected disclosures). Pursuant to the Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of any Confidential Information that (i) is made (A) in confidence to a Federal, state or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (a) such filing is made under seal, and (B) Executive does not disclose the Confidential Information, except pursuant to court order. 9 12. Assignment of Inventions. All processes, inventions, patents, copyrights, trademarks, and other intangible rights (collectively the "Inventions") that may be conceived or developed by Executive , either alone or with others, during the Term of Executive 's employment, whether or not conceived or developed during Executive 's working hours, and with respect to which the equipment, supplies, facilities, or trade secret information of Company was used, or that relate at the time of conception or reduction to practice of the Invention to the business of the Company or to Company's actual or demonstrably anticipated research and development, or that result from any work performed by Executive for Company, will be the sole property of Company, and Executive hereby assigns to the Company all of Executive 's right, title and interest in and to such Inventions. Executive must disclose to Company all inventions conceived during the term of employment, whether or not the invention constitutes property of Company under the terms of the preceding sentence, but such disclosure will be received by Company in confidence. Executive must execute all documents, including patent applications and assignments, required by Company to establish Company's rights under this Section. View More

Protection of Confidential Information. Executive agrees that all information, whether or not in writing, relating to the business, technical or financial affairs of the Company, and/or its Affiliates and that is generally understood in the industry as being confidential and/or proprietary information is the sole and exclusive property of the Company, and/or its Affiliates as the case may be. Executive agrees to hold in a fiduciary capacity for the sole benefit of the Company all secret, confidential or proprietary information, knowle...dge, data, or trade secret ("Confidential Information") relating to the Company or its Affiliates or their respective customers, which Confidential Information shall have been obtained during his employment with the Company. This Confidential Information shall include, but not be limited to, information regarding the Company's and/or its Affiliates' trade secrets, inventions, patent, trademark and copyright applications, cost and pricing data, customer and supplier lists, specifications, financial data, schematics, and prototypes. Executive agrees that he will not, at any time, either during the Employment Term or after its termination, disclose to anyone any Confidential Information, or utilize such Confidential Information for his own benefit, or for the benefit of third parties without written approval by an officer of the Company. Executive further agrees that all memoranda, notes, records, data, schematics, sketches, computer programs, prototypes or written, photographic, magnetic or other documents or tangible objects compiled by him or made available to him during the Term of his employment concerning the business of the Company and/or its clients, including any copies of such materials, shall be the sole and exclusive property of the Company and shall be delivered to the Company on the termination of his employment, or at any other time upon the Company's request. Nothing in this Section 11 prohibits Executive from reporting possible violations of law or regulation to any governmental agency or entity (or of making any other protected disclosures). Pursuant to the Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of any Confidential Information that (i) is made (A) in confidence to a Federal, state or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (a) such filing is made under seal, and (B) Executive does not disclose the Confidential Information, except pursuant to court order. 8 12. Assignment of Inventions. All processes, inventions, patents, copyrights, trademarks, and other intangible rights (collectively the "Inventions") that may be conceived or developed by Executive, either alone or with others, during the Term of Executive's employment, whether or not conceived or developed during Executive's working hours, and with respect to which the equipment, supplies, facilities, or trade secret information of Company was used, or that relate at the time of conception or reduction to practice of the Invention to the business of the Company or to Company's actual or demonstrably anticipated research and development, or that result from any work performed by Executive for Company, will be the sole property of Company, and Executive hereby assigns to the Company all of Executive's right, title and interest in and to such Inventions. Executive must disclose to Company all inventions conceived during the term of employment, whether or not the invention constitutes property of Company under the terms of the preceding sentence, but such disclosure will be received by Company in confidence. Executive must execute all documents, including patent applications and assignments, required by Company to establish Company's rights under this Section. View More