Trade Secrets and Confidential Information Clause Example from Business Contracts
This example Trade Secrets and Confidential Information clause appears in
4 contracts
from
1 company
Trade Secrets and Confidential Information. (a) During the course of Executive's employment with the Company, the Company and its affiliates may disclose to Executive Trade Secrets and Confidential Information (each, as defined below). The Trade Secrets and the Confidential Information of the Company and its affiliates are the sole and exclusive property of the Company and its affiliates (or a third party providing such information to the Company or its applicable affiliate). The disclosure of the Trade Secrets and the Confidential Inform...ation of the Company and its affiliates to Executive does not give Executive any license, interest, or rights of any kind in the Trade Secrets or Confidential Information. (b) Executive may use the Trade Secrets and Confidential Information solely for the benefit of the Company and its affiliates while Executive is an employee of the Company. Executive shall hold in confidence the Trade Secrets and Confidential Information of the Company. Except in the performance of services for the Company and its affiliates, Executive shall not reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer the Trade Secrets or the Confidential Information of the Company and its affiliates or any portion thereof. (c) The obligations under this Agreement with regard to the Trade Secrets of the Company and its affiliates remain in effect as long as the information constitutes a trade secret under applicable law. The obligations with regard to the Confidential Information of the Company shall remain in effect while Executive is employed by the Company and its affiliates and thereafter. (d) Executive agrees to return to the Company, upon Executive's resignation, termination, or upon request by the Company, the Trade Secrets and Confidential Information of the Company and all materials relating thereto. (e) As used herein, "Trade Secrets" means information of the Company and its affiliates, and their respective licensors, suppliers, clients, and customers, including, but not limited to, technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers, which is not commonly known or available to the public and which information (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. -9- (f) As used herein, "Confidential Information" means information, other than Trade Secrets, that is treated as confidential, and that would potentially damage or interfere with, in any manner, the business of the Company and its affiliates if disclosed. The term "Confidential Information" includes, but is not limited to, information concerning the Company's (and its affiliates') financial structure, pricing, revenue sharing, partner agreements, customer agreements, marketing plans, methods of operation, and internal operating procedures. (g) Notwithstanding the foregoing, the provisions of this Section 11 do not apply to information that (i) is general knowledge in the Company's industry, (ii) has been disclosed to Executive by third parties who are unrelated to the Company and who are not bound by agreements of confidentiality with respect thereto, and (iii) Executive is required to disclose by law (but only to the extent required by law).View More
