Trade Secrets Contract Clauses (103)

Trade Secrets. In compliance with 18 U.S.C. § 1833(b), as established by the Defend Trade Secrets Act of 2016, Executive is given notice of the following: (1) that an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected... violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (2) that an individual who files a lawsuit for retaliation by a Company 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) does not disclose the trade secret, except pursuant to court order. View More

Trade Secrets. Lively shall not, at any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any person, firm or corporation, in any manner whatsoever, any information concerning any matters affecting or relating to Employer or the Bank, including, without limiting the generality of the foregoing, any information concerning any of its customers, its manner of operation, its plans, process or other data, without regard to whether all or any part of the foregoing matters will... be deemed confidential, material or important, as the parties hereto stipulate that as between them, the same are important, material and confidential and gravely affect the effective and successful conduct of the business and goodwill of Employer and the Bank, and that any breach of the terms of this Section shall be a substantial and material breach of this Agreement. All terms of this Section shall remain in full force and effect after the termination of Lively's employment and of this Agreement. Lively acknowledges that it is necessary and proper that Employer preserve and protect its proprietary rights and unique, confidential and special information and goodwill, and the confidential nature of its business and of the affairs of its and the Bank's customers, and that it is therefore appropriate that Employer prevent Lively from engaging in any breach of the provisions of this Section. Lively, therefore, agrees that a violation by Lively of the terms of this Section would result in irreparable and continuing injury to Employer, for which there might well be no adequate remedy at law. Therefore, in the event Lively shall fail to comply with the provisions of this Section, Employer shall be entitled to such injunctive and other relief as may be necessary or appropriate to cause Lively to comply with the provisions of this Section, and to recover, in addition to such relief, its reasonable costs and attorney's fees incurred in obtaining same. Such right to injunctive relief shall be in addition to, and not in lieu of, such rights to damages or other remedies as Employer shall be entitled to receive. View More

Trade Secrets. The Parties hereby agree and stipulate that any confidential information of the Parties shall be deemed a "trade secret" as that term is defined under the Economic Espionage Act of 1996 (the "Act"), and further agree and stipulate that the Parties by the Agreement have taken all reasonable steps under the Act to keep such information secret. Part E. Miscellaneous.

Trade Secrets. Executive agrees that she will not, during or after the period of employment under this Agreement, disclose the specific terms of the Company's relationships or agreements with its respective significant vendors or customers, or any other significant and material trade secret of the Company, whether in existence or proposed, to any person, firm, partnership, corporation, or business for any reason or purpose whatsoever. 9 9. INDEMNIFICATION. In the event Executive is made a party to any threaten...ed, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by the Company against Executive), by reason of the fact that she is or was performing services under this Agreement, then the Company shall indemnify Executive against all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement, as actually and reasonably incurred by Executive in connection therewith to the maximum extent permitted by applicable law; provided, however, the Executive must deliver a written undertaking to the Company that if it is subsequently determined by a court of law in a final, non-appealable judgment, that the Executive was not entitled to indemnification under applicable law, then the Executive will repay all amounts. The advancement of expenses shall be mandatory. In the event that both Executive and the Company are made a party to the same third-party action, complaint, suit, or proceeding, the Company agrees to engage competent legal representation, and Executive agrees to use the same representation, provided that if counsel selected by the Company shall have a conflict of interest that prevents such counsel from representing Executive, Executive may engage separate counsel and the Company shall pay all attorneys' fees of such separate counsel. Further, while Executive is expected at all times to use her best efforts to faithfully discharge her duties under this Agreement, Executive cannot be held liable to the Company for errors or omissions made in good faith if Executive has not exhibited gross, willful, and wanton negligence and misconduct or performed criminal and fraudulent acts that materially damage the business of the Company. Notwithstanding this Section 9, the provision of any written indemnification agreement applicable to the directors or officers of the Company to which Executive shall be a party shall apply rather than this Section 9 to the extent inconsistent with this Section 9. View More

Trade Secrets. Executive agrees that he will not, during or after the period of employment under this Agreement, disclose the specific terms of the Company's relationships or agreements with its respective significant vendors or customers, or any other significant and material trade secret of the Company, whether in existence or proposed, to any person, firm, partnership, corporation, or business for any reason or purpose whatsoever.

Trade Secrets. Employee shall not disclose to any others, or take or use for Employee's own purposes or purposes of any others, during the Term or at any time thereafter, any of the Company's trade secrets, including without limitation, Confidential Information, customer and vendor lists, computer programs, applications or software or intellectual property of the Company. Employee agrees that these restrictions shall also apply to (i) trade secrets belonging to third parties in Company's possession and (ii) tr...ade secrets conceived, originated, discovered or developed by Employee during the Term of this Agreement relating to the affairs of the Company. View More

Trade Secrets. Executive agrees that he will not, during Executive's actual employment and, following the termination of such employment for any reason, directly or indirectly, disclose any trade secrets of ELMN, except as required by law and prior to any such disclosure Executive shall give the Company prior written notice thereof and the opportunity to contest such disclosure.

Trade Secrets. 5.1 Trade Secret Covenants. The Executive agrees that it is in the Company's legitimate business interest to restrict disclosure or use of Trade Secrets and Confidential Information (as defined below) relating to the Company and its affiliates as provided herein, and the Executive agrees not to disclose or use the Trade Secrets and/or Confidential Information relating to the Company or its affiliates for any purpose other than in connection with his performance of his duties to the Company. 3 Em...ployment Agreement 5.2 "Trade Secrets" shall mean all confidential and proprietary information belonging to the Company (including ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial and marketing plans and customer and supplier lists and information). 5.3 "Confidential Information" means all information, other than Trade Secrets belonging to, used by, or which is in the possession of the Company and relating to the Company's business or assets specifically including, but not limited to, information relating to the Company's products, services, strategies, pricing, customers, representatives, suppliers, distributors, technology, finances, employee compensation, computer software and hardware, inventions, developments, in each case to the extent that such information is not required to be disclosed by applicable law or compelled to be disclosed by any governmental authority. 5.4 Trade Secret Exceptions. Notwithstanding the foregoing, the terms "Trade Secrets" and "Confidential Information" do not include information that (a) is or becomes generally available to or known by the public (other than as a result of a disclosure by the Executive), provided, that the source of such information is not known by the Executive to be bound by a confidentiality agreement with the Company; or (b) is independently developed by the Executive without violating this Agreement. View More