Common use of Confidentiality Clause in Contracts

Confidentiality. The Executive recognizes and acknowledges that certain assets of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations.

Appears in 20 contracts

Samples: Retention Agreement (Wheeling Pittsburgh Corp /De/), Retention Agreement (Wheeling Pittsburgh Corp /De/), Retention Agreement (Wheeling Pittsburgh Corp /De/)

Confidentiality. The Executive Employee recognizes and acknowledges that certain assets the Proprietary Information (as hereinafter defined) is a valuable, special and unique asset of the Company constitute Confidential Information Business of the Company. The term "Confidential Information" as used in this Agreement As a result, both during the Term and thereafter, Employee shall mean all information which is known only to not, without the Executive or prior written consent of the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever reason, either directly or indirectly, all divulge to any third-party or use for his own benefit, or for any part purpose other than the exclusive benefit of the Confidential Information Company, any confidential, proprietary, business and technical information or trade secrets of the Company or of any subsidiary or affiliate of the Company ("Proprietary Information") revealed, obtained or developed in the course of his employment with the Company. Nothing herein contained shall restrict Employee's ability to make such disclosures as may be necessary or appropriate to the effective and its Affiliates efficient discharge of the duties required by or appropriate for his Position or as such disclosures may be required by law; and further provided, that nothing herein contained shall restrict Employee from divulging or using for his own benefit or for any other purpose any Proprietary Information that is readily available to the general public so long as such information did not become available to the general public as a direct or indirect result of Employee's breach of this Section 6. The Executive is not bound Failure by the restrictions in this paragraph with respect Company to mark any information that becomes public other than as a consequence of the breach by Proprietary Information as confidential or proprietary shall not affect its status as Proprietary Information under the Executive terms of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations this Agreement.

Appears in 17 contracts

Samples: Employment Agreement (Imagemax Inc), Employment Agreement (Imagemax Inc), Employment Agreement (Imagemax Inc)

Confidentiality. The Executive recognizes and acknowledges that certain assets During the Term of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement and following termination of employment, for any reason, the Confidential Information shall mean all information which is known only to be held by the Executive or in the strictest confidence and shall not, without the prior express written consent of the Company, be disclosed to any person other employees than in connection with the Executive’s employment by the Company. The Executive further acknowledges that such Confidential Information as is acquired and used by the Company or others its subsidiaries or affiliates is a special, valuable and unique asset. The Executive shall exercise all due and diligent precautions to protect the integrity of the Company’s Confidential Information and to keep it confidential whether it is in a confidential relationship written form, on electronic media, oral, or otherwise. The Executive shall not copy any Confidential Information except to the extent necessary to his employment nor remove any Confidential Information or copies thereof from the Company’s premises except to the extent necessary to his employment. All records, files, materials and other Confidential Information obtained by the Executive in the course of his employment with the Company are confidential and any persons controlling, controlled by or under common control with proprietary and shall remain the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to exclusive property of the Company ' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work . The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will shall not, except (1) in connection with and as necessary for the required by his performance of his responsibilities hereunder duties under this Agreement, for any reason use for his own benefit or (2) as required by judicial process and after three days prior notice to the benefit of any person or entity other than the Company unless required earlier by a court order or a legal requirement, disclose any such Confidential Information to any person person, firm, corporation, association or other entity for any reason or purpose whatsoever, directly or indirectly, all or any part whatsoever without the prior express written consent of the Confidential Information an executive officer of the Company and its Affiliates. The Executive is not bound by (excluding the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive 's confidentiality obligations ).

Appears in 16 contracts

Samples: Employment Agreement (Aspen Group, Inc.), Employment Agreement (Aspen Group, Inc.), Indemnification Agreement (Aspen Group, Inc.)

Confidentiality. The Executive recognizes All books of account, records, systems, correspondence, documents, and acknowledges that certain assets any and all other data, in whatever form, concerning or containing any reference to the works and business of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement or its affiliated companies shall mean all information which is known only belong to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with shall be given up to the Company (each whenever the Company requires the Participant to do so. The Participant agrees that the Participant shall not at any time during the term of the Participant's employment or thereafter, an "Affiliate") and their respective employees, officers and partners), and relating to without the Company ' 's prior written consent, disclose to any person (individual or entity) any information or any Affiliate's business trade secrets, plans or other information or data, in whatever form (including, without limitation, information regarding clients, customers (a) any financing strategies and practices, pricing policies information and methods, methods of operation training and operational procedures, proprietary computer programs advertising, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes marketing, and trade secrets sales information or methodologies or financial information and (b) any Proprietary Information (as defined below)), as concerning the Company's or any of its affiliated companies' or customers' practices, businesses, procedures, systems, plans or policies (collectively, "Confidential Information"), nor shall the Participant utilize any such information may exist from time to time Confidential Information in any way or communicate with or contact any such customer other than in connection with the Participant's employment by the Company or any Subsidiary or Affiliate. The Participant hereby confirms that all Confidential Information constitutes the Company's exclusive property, which and that all of the Executive acquired or obtained by virtue restrictions on the Participant's activities contained in this Restricted Share Agreement and such other nondisclosure policies of work performed the Company are required for the Company 's reasonable protection. Confidential Information shall not include any information that has otherwise been disclosed to the public not in violation of this Restricted Share Agreement. This confidentiality provision shall survive the termination of this Restricted Share Agreement and shall not be limited by any other confidentiality agreements entered into with the Company or any of its affiliates. With respect to any Confidential Information that constitutes a "trade secret" pursuant to applicable law, the restrictions described above shall remain in force for so long as the particular information remains a trade secret or which for the Executive may acquire or may have acquired knowledge two year period immediately following termination of Participant's employment for any reason, whichever is longer. With respect to any Confidential Information that does not constitute a "trade secret" pursuant to applicable law, the restrictions described above shall remain in force during Participant's employment and for the performance two year period immediately following termination of said work Participant's employment for any reason. The Executive Participant agrees that at the Participant shall promptly disclose to the Company in writing all times information and inventions generated, conceived or first reduced to practice by him or her alone or in conjunction with others, during his employment and thereafter or after working hours, while in the employ of the Company ( including periods after all of which is collectively referred to in this Restricted Share Agreement as "Proprietary Information"); provided, however, that such Proprietary Information shall not include (a) any information that has otherwise been disclosed to the term public not in violation of this Agreement), he will keep Restricted Share Agreement and maintain all Confidential Information (b) general business knowledge and all work skills of the affairs Participant, even if developed or improved by the Participant while in the employ of the Company. All such Proprietary Information shall be the exclusive property of the Company and its Affiliates confidential, and will not, except (1) as necessary for is hereby assigned by the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice Participant to the Company. The Participant's obligation relative to the disclosure to the Company unless required earlier by a court order of such Proprietary Information anticipated in this Section shall continue beyond the Participant's termination of employment and the Participant shall, at the Company's expense, give the Company all assistance it reasonably requires to perfect, protect and use its right to the Proprietary Information. Nothing contained in this Section shall limit any common law or a legal requirement, disclose statutory obligation that the Participant may have to any person for any reason or purpose whatsoever, directly or indirectly, all the Company or any part of its affiliates. For purposes of this Section, the "Company" refers to the Company and any incorporated or unincorporated affiliates of the Confidential Information Company, including any entity which becomes the Participant's employer as a result of any reorganization or restructuring of the Company and its Affiliates for any reason. The Executive is Company shall be entitled, in connection with its tax planning or other reasons, to terminate the Participant's employment (which termination shall not bound by the restrictions be considered a termination for any purposes of this Restricted Share Agreement, any employment agreement or otherwise) in this paragraph connection with respect to any information that becomes public other than as a consequence an invitation from another affiliate of the breach by Company to accept employment with such affiliate in which case the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information terms and conditions hereof shall apply to his personal advisors subject to becoming liable for any violation by them of Executive the Participant's confidentiality obligations employment relationship with such entity mutatis mutandis.

Appears in 13 contracts

Samples: Restricted Share Agreement (Brookdale Senior Living Inc.), Restricted Share Agreement (Brookdale Senior Living Inc.), Restricted Share Agreement (Brookdale Senior Living Inc.)

Confidentiality. The Executive recognizes and acknowledges that Executive will have access to certain assets of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all confidential information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential that such information constitutes valuable, special and unique property of the Company (including, but not limited to, information such as business strategies, identity of acquisition or growth targets, marketing plans, customer lists, and other business related information for the Company’s customers). Executive agrees that Executive will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly during or indirectly after the term of employment, all or disclose any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect such confidential information to any party, and that Executive will keep inviolate and secret all confidential information that becomes public other than as a consequence of the breach or knowledge which Executive has access to by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them virtue of Executive 's confidentiality obligations ’s employment with the Company, except as otherwise may be necessary in the ordinary course of performing Executive’s duties with the Company.

Appears in 13 contracts

Samples: Employment Agreement (Penn National Gaming Inc), Employment Agreement (Penn National Gaming Inc), Employment Agreement (Penn National Gaming Inc)

Confidentiality. The Executive recognizes agrees and acknowledges that certain assets that, by reason of the nature of his duties as an officer and employee, he will have or may have access to and become informed of confidential and secret information which is a competitive asset of the Company constitute (“Confidential Information”), including without limitation any lists of customers or subscribers, financial statistics, research data or any other statistics and plans contained in profit plans, capital plans, critical issue plans strategic plans or marketing or operation plans or other trade secrets of the Company and any of the foregoing which belong to any person or company but to which the Executive has had access by reason of his employment relationship with the Company. The Executive agrees faithfully to keep in strict confidence, and not, either directly or indirectly, to make known, divulge, reveal, furnish, make available or use (except for use in the regular course of his employment duties) any such Confidential Information. The term "Confidential Information" as used in this Agreement shall mean Executive acknowledges that all manuals, instruction books, price lists, experiment logs or papers, information which is known only to the Executive or the Company, and records and other employees or others in a confidential relationship with the Company information and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and aids relating to the Company ' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes ’s business, and trade secrets), as such information may exist from time any and all other documents containing Confidential Information furnished to time, which the Executive by the Company or otherwise acquired or obtained developed by virtue the Executive, shall at all times be the property of work performed for the Company . Upon the Employment Termination Date, the Executive shall return to the Company any such property or documents which are in his possession, custody or control, but his obligation of confidentiality shall survive the Employment Termination Date until and unless any such Confidential Information shall have become, through no fault of the Executive, generally known to the trade. The obligations of the Executive under this subsection are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order under general legal or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations equitable principles.

Appears in 13 contracts

Samples: Executive Employment Agreement (Arcis Resources Corp), Executive Employment Agreement (Arcis Resources Corp), Executive Employment Agreement (Arcis Resources Corp)

Confidentiality. The Executive recognizes and acknowledges that certain assets of the Company constitute Confidential Information. The term "Confidential Information" as used during his employment, he may have access to trade secrets and other oral or written information and materials that are confidential in this Agreement shall mean all information which is known only nature and proprietary to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company ( each collectively, an "Affiliate") and their respective employees, officers and partners “Confidential Information”) , and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work . The Executive agrees that will not, at all times any time, whether during his employment and thereafter (including periods or after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever employment, directly or indirectly, by any means or devices whatsoever, copy, retain, disclose, use, or permit the use of or access to any Confidential Information, except as may be required in the performance of the Executive’s duties for the Company. Upon termination the Executive’s employment, the Executive will immediately turn over to the Company all originals and copies of any Confidential Information, in his possession, custody or any part of control. It is expressly agreed that the Executive’s obligation not to use or disclose the Confidential Information of the Company and its Affiliates. The Executive is not bound by shall survive the restrictions in this paragraph with respect to any termination of his employment until such time as the information that becomes public publicly known other than as by virtue of a consequence disclosure or other act of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive 's confidentiality obligations .

Appears in 11 contracts

Samples: Executive Employment Agreement (Princeton Review Inc), Executive Employment Agreement (Princeton Review Inc), Executive Employment Agreement (Princeton Review Inc)

Confidentiality. The During the Term, Executive recognizes will have access to and acknowledges that certain assets of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all become acquainted with various information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company ' ’s business operations, including customer (meaning a broker or any Affiliate's borrower) lists, customer files, marketing data, business (including plans, without limitation strategies, information regarding clients employee lists, customers contracts, pricing policies financial records and accounts, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes projections and budgets, and trade secrets), as similar information. Executive agrees that to the extent such information may exist from time is not generally known to time or available to the public and/or the industry, which and gives the Company an advantage over competitors who do not know of or use such information, such information and documents constitute “Confidential Information” of the Company. Executive acquired or obtained by virtue further agrees that any documents relating to the business of work performed for the Company, whether they are prepared by Executive or which come into Executive’s possession in any other way, are owned by the Executive may acquire or may have acquired knowledge of during Company, shall remain the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all exclusive property of the affairs of the Company and its Affiliates confidential Company, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice must be returned to the Company unless required earlier by a court order or a legal requirement, disclose to upon termination of employment. Executive shall not use any person for any reason or purpose whatsoever Confidential Information of the Company, directly or indirectly, all for Executive’s own benefit, or the benefit of any part of person or entity other than the Company, nor shall Executive disclose Confidential Information of to any person or entity other than the Company and its Affiliates employees, either during the Term or at any time thereafter, except as may be appropriate for Executive to perform his duties as an employee, officer and/or director, directly or indirectly, of the Company. The In the event Executive violates this provision during any period in which he is not bound by the restrictions receiving severance under Section 5.7 of this Agreement, in this paragraph with respect addition to any information that becomes public other than as a consequence of remedies the breach by Company may have, the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations Company may terminate the Severance Payments, Vesting and Severance Benefits under Section 5.7.

Appears in 11 contracts

Samples: Employment Agreement (ECC Capital CORP), Employment Agreement (ECC Capital CORP), Employment Agreement (ECC Capital CORP)

Confidentiality. The Executive recognizes Officer hereby acknowledges and acknowledges agrees that certain assets Employer and its affiliates have developed and own valuable information related to their business, personnel and customers, including, but not limited to, concepts, ideas, customer lists, business lists, business and strategic plans, financial data, accounting procedures, secondary marketing and hedging models, trade secrets, computer programs and plans, and information related to officers, directors, employees and agents. Officer hereby agrees that all such information, and all codes, concepts, copies and forms relating to such information, Employer's plans and intentions with respect thereto, and any information provided by Employer or its affiliates to Officer with respect to any of the Company constitute Confidential Information. The term foregoing, shall be considered "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term purpose of this Agreement ) . Officer acknowledges and agrees that all such Confidential Information is a valuable asset of Employer, and if developed by Officer, is developed by Officer in the course of Officer's employment with Employer, and is the sole property of Employer. Officer agrees that he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder not divulge or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever otherwise disclose, directly or indirectly, all any Confidential Information concerning the business or policies of Employer or any part of its affiliates which he may have learned as a result of his employment during the term of this Agreement or prior thereto as an employee, officer or director of or consultant to Employer or any of its affiliates, except to the extent such use or disclosure is (i) necessary or appropriate to the performance of this Agreement and in furtherance of Employer's best interests, (ii) required by applicable law or in response to a lawful inquiry from a governmental or regulatory authority, (iii) lawfully obtainable from other sources, or (iv) authorized by Employer. Furthermore, in order to protect the trade secret or confidential information of Employer, Officer hereby agrees not to accept any employment or engage in any activities competitive with the Employer for a period of one year after termination of employment if the loyal and complete fulfillment of the duties of the competitive employment or activities would inherently call upon Officer to reveal or use any of the trade secret or Confidential Information of the Company and its Affiliates Employer to which Officer had access during employment by Employer. The Executive is not bound by provisions of this subsection shall survive the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder expiration, suspension or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable termination, for any violation by them reason, of Executive's confidentiality obligations this Agreement.

Appears in 11 contracts

Samples: Employment Agreement (Indymac Bancorp Inc), Employment Agreement (Indymac Bancorp Inc), Employment Agreement (Indymac Bancorp Inc)

Confidentiality. The Executive recognizes and acknowledges that certain assets agrees not to disclose or reveal to any person or entity outside the Company any secret or confidential information concerning any Company product, process, equipment, machinery, design, formula, business, or other activity (collectively, “Confidential Information”) without prior permission of the Company constitute in writing. Confidential Information. The term "Confidential Information" as used in this Agreement Information shall mean all not include any information which is in the public domain or becomes publicly known only to through no wrongful act on the part of Executive or breach of this Employment Agreement. Executive acknowledges that the Company Confidential Information is vital, other employees or others in a sensitive, confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating proprietary to the Company ' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods . The obligation to protect the secrecy of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information continues after employment with Company may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work be terminated. The Executive agrees that at all times during his employment and thereafter (including periods after the term In furtherance of this Agreement) agreement, he will keep and maintain Executive acknowledges that all Confidential Information which Executive now possesses, or shall hereafter acquire, concerning and all of pertaining to the affairs business and secrets of the Company and its Affiliates confidential all inventions or discoveries made or developed, or suggested by or to Executive during said term of employment relating to Company’s business shall, at all times and will not for all purposes, except (1) be regarded as necessary acquired and held by Executive in his fiduciary capacity and solely for the performance benefit of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations Company.

Appears in 11 contracts

Samples: Executive Employment Agreement (Us Ecology, Inc.), Executive Employment Agreement (Us Ecology, Inc.), Executive Employment Agreement (Us Ecology, Inc.)

Confidentiality. The Executive recognizes and acknowledges that certain assets the nature of the Executive’s services are such that the Executive will have access to information which constitutes trade secrets, is of a confidential nature, is of great value to the Company and/or is the foundation on which the business of the Company constitute Confidential Information is predicated. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to Executive also acknowledges that, during the Executive or the Company course of employment, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge personal contact and conduct business with the customers, suppliers and accounts of during the performance of said work Employer. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice not to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information other than authorized Executives of the Company or the Company’s legal counsel nor use for any purpose, other than the performance of this Agreement, any confidential information (“Confidential Information”). Confidential Information includes data or material (regardless of form) which is: (a) a trade secret (a trade secret shall include any formula, pattern, device or compilation of information used by the Employer in its business); (b) provided, disclosed or delivered to Executive by the Company, any officer, director, Executive, agent, attorney, accountant, consultant, or other person or entity employed by the Company in any capacity, any customer, borrower or business associate of the Company or any public authority having jurisdiction over the Company of any business activity conducted by the Company; or (c) produced, developed, obtained or prepared by or on behalf of Executive or the Company (whether or not such information was developed in the performance of this Agreement) with respect to the Company or any assets oil and its Affiliates gas prospects, business activities, officers, directors, Executives, borrowers or customers of the foregoing. The Executive is not bound acknowledges that Executive will obtain unique benefits from employment and the provisions contained in this Agreement are reasonably necessary to protect the Employer’s legitimate business interests. On request by the restrictions Company, the Company will be entitled to the return of any Confidential Information in this paragraph with respect to any information that becomes public other than as a consequence the possession of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality Executive. The Executive can disclose also agrees that the provisions of this paragraph 7 will survive the termination, expiration or cancellation of this Agreement for a period of three (3) years. The Executive will deliver to the Company all information to his personal advisors subject to becoming liable for originals and copies of the documents or materials containing Confidential Information. For purposes of paragraphs 7, 8, 9, 10 and 13 of this Agreement, the Company expressly includes any violation by them of Executive's confidentiality obligations the Company’s affiliated corporations, partnerships or entities.

Appears in 11 contracts

Samples: Employment Agreement (Chesapeake Energy Corp), Employment Agreement (Chesapeake Energy Corp), Employment Agreement (Chesapeake Energy Corp)

Confidentiality. The Executive recognizes and acknowledges that certain assets of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only pertaining to the Executive affairs, business, clients, customers or other relationships of the Company, other employees or others in as hereinafter defined, is confidential and is a confidential relationship with the Company unique and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to valuable asset of the Company ' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, . Access to and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during this information are essential to the performance of said work the Executive's duties under this Employment Agreement. The Executive agrees that at all times will not during his employment and thereafter (including periods after the term Term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not Employment Agreement or thereafter, except (1) as to the extent reasonably necessary for in the performance of his responsibilities hereunder duties under this Agreement, give to any person, firm, association, corporation or (2) governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company except as required by judicial process and after three days prior notice law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information business of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach whether made by the Executive or otherwise coming into his possession are confidential and will remain the property of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations the Company.

Appears in 11 contracts

Samples: Employment Agreement (Response Oncology Inc), Employment Agreement (Lab Holdings Inc), Employment Agreement (Response Oncology Inc)

Confidentiality. The Executive recognizes and acknowledges that certain assets of shall not divulge to anyone, either during or at any time after the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all Term, any information which is known only to the Executive constituting a trade secret or other confidential information acquired by him concerning the Company, any subsidiary or other employees or others affiliate of the Company, except in a confidential relationship with the Company performance of his duties hereunder, including but not limited to its licensees, revenues, business systems and processes (“Confidential Information”). The Executive acknowledges that any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating Confidential Information is of great value to the Company ' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes , and trade secrets) upon the termination of his employment, as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for shall redeliver to the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain Company all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of other related data in his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations possession.

Appears in 10 contracts

Samples: Employment Agreement (Iconix Brand Group, Inc.), Employment Agreement (Iconix Brand Group, Inc.), Employment Agreement (Iconix Brand Group, Inc.)

Confidentiality. The Executive recognizes and acknowledges Employee agrees that certain assets the Employee will not, directly or indirectly, either during the period of the Employee's employment with the Company or any time thereafter, divulge or use any information regarding the business of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business of its Affiliates (including, without limitation, information regarding clients confidential records, customers Client and customer lists, computer software, data, documents, operational methods, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and investment policies and trade know-how and secrets ) ) compiled by, as created by, obtained by, or furnished to, the Employee while the Employee is employed by or associated with the Company; provided, however, that this obligation to maintain confidentiality shall not apply to any such information may exist from time which (a) was already in the Employee's possession prior to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter with the Company or its predecessor, ( including periods after b) is or become generally available to the term public other than as a result of disclosure by the Employee in violation of this Agreement ) , he will keep or (c) is disclosed to the Employee on a nonconfidential basis from a source other than the Company and maintain all Confidential Information not known by the Employee to be subject to a confidentiality agreement between such source and all of the Company. All materials, records and documents (whether in writing or other tangible form, including electronic media) made by the Employee or coming into the Employee's possession concerning the business or affairs of the Company and or any of its Affiliates confidential, and will not, except (1) as necessary for shall be the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information sole property of the Company and its Affiliates. The Executive is not bound Upon the termination of the Employee's employment hereunder for any reason or upon the request of the Company during the Employment Period, the Employee shall promptly deliver such materials, records and documents, and all copies thereof, to the Company or to any Affiliate designated by the restrictions Company. The Employee's covenants contained in this paragraph with respect to Section 6 shall survive any information that becomes public other than as a consequence termination of the breach by Employee's employment with the Executive of his confidentiality obligations Company hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations reason, and shall be enforceable as provided in Section 7 following such termination.

Appears in 10 contracts

Samples: Employment Agreement (Fifth Third Bancorp), Employment Agreement (Fifth Third Bancorp), Employment Agreement (Perciak Thomas P)

Confidentiality. During the Term and at all times thereafter, the Executive shall, and shall cause his or her affiliates and representatives to keep confidential and not disclose to any other person or entity or use for his own benefit or the benefit of any other person or entity any confidential proprietary information, technology, know-how, trade secrets (including all results of research and development), product formulas, industrial designs, franchises, inventions or other intellectual property regarding the Company or its business and operations (“Confidential Information”) in his possession or control. The Executive recognizes and acknowledges that certain assets obligations of the Executive under this Section 8(a) shall not apply to Confidential Information which (i) is or becomes generally available to the public without breach of the commitment provided for in this Section; (ii) is required to be disclosed by law, order or governmental authority; (iii) information that is independently developed by the Executive after termination of all employment with the Company constitute or its affiliates, without the use of or reliance on any Confidential Information and (iv) information which becomes known to the Executive after termination of all employment with the Company or its affiliates, on a non-confidential basis from a third-party source if such source was not subject to any confidentiality obligation; provided, however, that, in case of clause (ii), the Executive shall notify the Company as early as reasonably practicable prior to disclosure to allow the Company or its affiliates to take appropriate measures to preserve the confidentiality of such Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to During the Executive or the Company, other employees or others in a confidential relationship with the Company Term and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during thereafter, the Executive shall, and shall cause his employment affiliates and thereafter (including periods after his representatives to, keep confidential and not disclose to any other person or entity any of the term terms of this Agreement ), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not , except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to applicable law, in connection with the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach enforcement by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations rights hereunder.

Appears in 9 contracts

Samples: Employment Agreement (Egalet Corp), Employment Agreement (Egalet Corp), Employment Agreement (Egalet Corp)

Confidentiality. The Executive recognizes and acknowledges that certain assets of it is the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs policy of the Company and its Affiliates confidential Subsidiaries to maintain as secret and confidential all valuable and unique information and techniques acquired, and will not, except (1) as necessary for the performance of his responsibilities hereunder developed or (2) as required used by judicial process and after three days prior notice to the Company unless required earlier by and its Subsidiaries relating to their business, operations, employees and customers, which gives the Company and its Subsidiaries a court order competitive advantage in the transmission, distribution, marketing, or a legal requirement, disclose to any person for any reason sale of natural gas or purpose whatsoever, directly or indirectly, in the energy services industry and other businesses in which the Company and its Subsidiaries are engaged (“Confidential Information”). The Executive recognizes that all or any part of the such Confidential Information is the sole and exclusive property of the Company and its Affiliates Subsidiaries, and that disclosure of Confidential Information would cause damage to the Company and its Subsidiaries. The Executive is not bound agrees that, except as required by the restrictions duties of his employment with the Company or its Subsidiaries and except in connection with enforcing the Executive’s rights under this paragraph with respect to any information that becomes public other than as Agreement or if compelled by a consequence court or governmental agency, he will not, without the consent of the breach Company, disseminate or otherwise disclose any Confidential Information obtained during his employment with the Company or its Subsidiaries until such time as such information has been disclosed publicly by the Executive Company or one of his confidentiality obligations hereunder its Subsidiaries, or with its consent, or is disclosed without otherwise a matter of public knowledge (unless the Executive has reason to know that such information became a matter of public knowledge through an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations unauthorized disclosure).

Appears in 9 contracts

Samples: Change in Control Agreement (Nicor Inc), Change in Control Agreement (Nicor Inc), Change in Control Agreement (Nicor Inc)

Confidentiality. The Executive recognizes and acknowledges that certain assets of the Company constitute Confidential Information. The term " Confidential Information " as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an " Affiliate " ) and their respective employees, officers and partners), and relating to the Company ' ’s or any Affiliate 's ’s business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company Company and its Affiliates, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except ( 1 i) as necessary for the performance of his responsibilities hereunder or ( 2 ii) as required by judicial process and after three (3) days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive 's ’s confidentiality obligations.

Appears in 9 contracts

Samples: Employment Agreement (Esmark INC), Employment Agreement (Esmark INC), Employment Agreement (Esmark INC)

Confidentiality. The Executive recognizes and acknowledges that certain assets Employee must not (other than in the proper performance of his/her duties or without the written consent of the Company constitute or unless ordered by a court of competent jurisdiction) at any time whether during the continuance of the employment or after its termination for any reason disclose or communicate to any person or use any Confidential Information , any information and documentation which may come to the Employee's knowledge or in possession in the course of the entire employment. The term " Employee shall during the continuance of the employment use his/her best endeavours to prevent the unauthorised publication or misuse of any Confidential Information provided that such restrictions shall cease to apply to any Confidential Information which may enter the public domain other than through the Employee's default. All documents which contain Confidential Information shall be the property of the Company and shall be surrendered by the Employee to someone duly authorised at the termination of the employment or at the request of the Company at any time during the course of the employment. The Employee shall not use, distribute and reveal to third parties any Confidential Information " as used in this Agreement shall mean all , knowledge, ideas, information or documentation received or to which is known only to he will have access during the Executive or the Company, other employees or others in a confidential entire employment relationship with the Company and/or with any related Company and after its termination or cancellation, for any persons controlling reason. This limitation is also applied to information concerning, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating but not limited to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term subject matter of this Agreement ) , he will keep the terms and maintain all Confidential Information conditions hereunder relating to remuneration and all other benefits. The employee acknowledges that any breach of the affairs confidentiality obligation shall make him liable for all damages incurred by the Company. All confidential technical, commercial or other business information of the Company and its Affiliates confidential, and will not, except (1) as necessary must be used by the Employee exclusively for the performance fulfilment of his responsibilities hereunder or (2) as required by judicial process his/her contractual duties under this Agreement and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound must be kept strictly confidential by the restrictions in this paragraph Employee, even beyond the duration of his/her employment with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations Company.

Appears in 9 contracts

Samples: Employment Agreement, Employment Agreement, Employment Agreement

Confidentiality. The Executive recognizes and acknowledges that certain assets of the Company constitute Confidential Information. The term " Confidential Information " as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an " Affiliate " ) and their respective employees, officers and partners), and relating to the Company ' or any Affiliate 's ’s business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive 's ’s confidentiality obligations.

Appears in 9 contracts

Samples: Employment Agreement (Wheeling Pittsburgh Corp /De/), Employment Agreement (Wheeling Pittsburgh Corp /De/), Employment Agreement (Wheeling Pittsburgh Corp /De/)

Confidentiality. The Executive recognizes and acknowledges that certain assets of shall not, except as may be required to perform the Company constitute Confidential Information. The term "Confidential Information" Executive’s duties hereunder or as used in this Agreement shall mean all information which is known only to required by applicable law, during the Executive or the Company, other employees or others in a confidential relationship Executive’s employment with the Company and any persons controlling, controlled by or under common control with after it ends (regardless of the Company (each, an "Affiliate") and their respective employees, officers and partners reason), and relating without limitation in time or until such information shall have become public other than by the Executive’s unauthorized disclosure, disclose to any third party or use for the Executive’s benefit or the benefit of any third party, whether directly or indirectly, any Confidential Information without the Company ' ’s specific prior written authorization. The Executive shall also hold Confidential Information in the strictest confidence and take all reasonable precautions to prevent any unauthorized use or disclosure. The Executive shall not at any time copy, transmit, reproduce, summarize, or quote or make any commercial or any Affiliate's business (including other use whatsoever of any Confidential Information, without limitation, information regarding clients, customers, pricing policies, methods except as may be necessary to perform the Executive’s duties as an employee of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company , or which the Executive may acquire or may have acquired knowledge of during the performance of said work . The Executive agrees that at all times during his employment that, as between the Executive and thereafter (including periods after the term of this Agreement) Company, he will keep and maintain all Confidential Information and all is property of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations Company.

Appears in 9 contracts

Samples: Employment Agreement (Laird Superfood, Inc.), Employment Agreement (Laird Superfood, Inc.), Employment Agreement (Taronis Fuels, Inc.)

Confidentiality. The During the term of Executive's employment under this Agreement, Executive recognizes will have access to and acknowledges that certain assets of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all become acquainted with various information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company ' or any Affiliate 's business (including operations, without limitation marketing data, information regarding clients business plans, customers strategies, pricing policies employees, methods of operation contracts, proprietary computer programs financial records and accounts, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes projections and budgets, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work similar information. The Executive agrees that at to the extent such information is not generally available to the public and gives the Company an advantage over competitors who do not know of or use such information, such information and documents constitute "trade secrets" of the Company. Executive further agrees that all times such information and documents relating to the business of the Company whether they are prepared by Executive or come into Executive's possession in any other way, are owned by the Company and shall remain the exclusive property of the Company. Executive shall not misuse, misappropriate or disclose any trade secrets of the Company directly or indirectly, or use them for Executive's own benefit, either during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not Agreement or at any time thereafter, except (1) as may be necessary for or appropriate in the performance course of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to Executive's employment with the Company unless required earlier such action is either previously agreed to in writing by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound or required by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations law.

Appears in 8 contracts

Samples: Employment Agreement (Pan Pacific Retail Properties Inc), Employment Agreement (Pan Pacific Retail Properties Inc), Employment Agreement (Pan Pacific Retail Properties Inc)

Confidentiality. The Executive recognizes and acknowledges agrees that certain assets he will not, at any time during or after the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, process, method or means, or any other confidential information concerning the business or policies of the Company constitute Confidential Information Company, which he may have learned in connection with his employment hereunder. For purposes of this Agreement, a "trade or business secret, process, method or means, or any other confidential information" shall mean and include written information treated as both confidential and as a trade secret by the Company. The term "Confidential Information" as used in Executive's obligation under this Agreement Section 4.3 shall mean all not apply to any information which (a) is known only publicly; (b) is in the public domain or hereafter enters the public domain without the fault of the Executive; (c) is known to the Executive or prior to his receipt of such information from the Company, other employees as evidenced by written records of the Executive; or others in (d) is hereafter disclosed to the Executive by a confidential relationship with the Company and any persons controlling, controlled by or third party not under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating obligation of confidence to the Company ' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work . The Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. The Executive recognizes that at all times during such documents and objects, whether developed by him or by someone else, will be the sole and exclusive property of the Company. Upon termination of his employment hereunder, the Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of lessees, customers, correspondence, accounts, records and thereafter (including periods after any other documents or property made or held by him or under his control in relation to the term business or affairs of the Company, and no copy of any such confidential information shall be retained by him. The provisions of this Section 4.3 shall survive any termination of this Agreement ), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations .

Appears in 7 contracts

Samples: Employment Agreement (La Quinta Properties Inc), Employment Agreement (La Quinta Properties Inc), Employment Agreement (La Quinta Properties Inc)

Confidentiality. The Corporation and Executive recognizes and acknowledges acknowledge that certain assets of the Company constitute Confidential Information. The term "Confidential Information" as used in services to be performed by Executive under this Agreement shall mean all are unique and extraordinary, and, as a result of Executive's employment hereunder, Executive will be in possession of confidential information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and trade secrets relating to the Company' business and affairs of both the Corporation and its clients. Executive agrees that Executive will not, other than in the ordinary course of business and subject to receipt of an appropriate Confidentiality Agreement, during or after any Affiliate's business (including term of employment, without limitation directly or indirectly use or disclose to any person, firm or corporation any confidential information regarding the clients, customers, pricing policies, methods of operation, proprietary computer programs, sales business practices, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all research programs of the affairs of the Company and Corporation or its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required clients acquired by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of during Executive's confidentiality obligations employment, unless Executive has obtained the Corporation's advance written consent specifically authorizing Executive's disclosure or use thereof.

Appears in 7 contracts

Samples: Employment Agreement (Flemington Pharmaceutical Corp), Employment Agreement (Flemington Pharmaceutical Corp), Employment Agreement (Flemington Pharmaceutical Corp)

Confidentiality. The Executive recognizes and acknowledges that certain assets of it is the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs policy of the Company and its Affiliates confidential Subsidiaries to maintain as secret and confidential all valuable and unique information and techniques acquired, and will not, except (1) as necessary for the performance of his responsibilities hereunder developed or (2) as required used by judicial process and after three days prior notice to the Company unless required earlier by and its Subsidiaries relating to their business, operations, employees and customers, which gives the Company and its Subsidiaries a court order competitive advantage in the transmission, distribution, marketing, or a legal requirement, disclose to any person for any reason sale of natural gas or purpose whatsoever, directly or indirectly, in the energy services industry and other businesses in which the Company and its Subsidiaries are engaged ("Confidential Information"). The Executive recognizes that all or any part of the such Confidential Information is the sole and exclusive property of the Company and its Affiliates Subsidiaries, and that disclosure of Confidential Information would cause damage to the Company and its Subsidiaries. The Executive is not bound agrees that, except as required by the restrictions duties of his employment with the Company or its Subsidiaries and except in connection with enforcing the Executive's rights under this paragraph with respect to any information that becomes public other than as Agreement or if compelled by a consequence court or governmental agency, he will not, without the consent of the breach Company, disseminate or otherwise disclose any Confidential Information obtained during his employment with the Company or its Subsidiaries until such time as such information has been disclosed publicly by the Executive Company or one of his confidentiality obligations hereunder its Subsidiaries, or with its consent, or is disclosed without otherwise a matter of public knowledge (unless the Executive has reason to know that such information became a matter of public knowledge through an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations unauthorized disclosure).

Appears in 7 contracts

Samples: Control Agreement (Nicor Inc), Control Agreement (Nicor Inc), Control Agreement (Nicor Inc)

Confidentiality. The Executive recognizes agrees and acknowledges that certain assets that, by reason of the nature of his duties as an officer and employee, he will have or may have access to and become informed of confidential and secret information which is a competitive asset of the Company constitute ("Confidential Information"), including without limitation any lists of client organizations or worksite employees, financial statistics, research data or any other statistics and plans contained in profit plans, capital plans, critical issue plans, strategic plans or marketing or operation plans or other trade secrets of the Company and any of the foregoing which belong to any person or company but to which the Executive has had access by reason of his employment relationship with the Company. The Executive agrees faithfully to keep in strict confidence, and not, either directly or indirectly, to make known, divulge, reveal, furnish, make available or use (except for use in the regular course of his employment duties) any such Confidential Information. The term "Confidential Information" as used in this Agreement shall mean Executive acknowledges that all manuals, instruction books, price lists, information which is known only to the Executive or the Company, and records and other employees or others in a confidential relationship with the Company information and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and aids relating to the Company ' or any Affiliate 's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes business, and trade secrets), as such information may exist from time any and all other documents containing Confidential Information furnished to time, which the Executive by the Company or otherwise acquired or obtained developed by virtue the Executive, shall at all times be the property of work performed for the Company . Upon termination of the Employment Period, the Executive shall return to the Company any such property or documents which are in his possession, custody or control, but his obligation of confidentiality shall survive such termination of the Employment Period until and unless any such Confidential Information shall have become, through no fault of the Executive, generally known to the trade. The obligations of the Executive under this subsection are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order under general legal or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations equitable principles.

Appears in 7 contracts

Samples: Executive Employment Agreement (Team America Corporation), Executive Employment Agreement (Team America Corporation), Executive Employment Agreement (Team America Inc)

Confidentiality. (a) The Executive recognizes and acknowledges that certain assets in the course of his employment by the Company, he will or may have access to and become informed of confidential or proprietary information of the Company constitute Confidential Information. The term and its Subsidiaries ("Confidential Information " as used in this Agreement shall mean all information "), which is known only to the Executive or the Company a competitive asset, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business ( including, without limitation, information regarding clients (i) the terms of any agreement between the Company and any employee, customers customer or supplier, (ii) pricing policies strategy, methods of operation (iii) merchandising and marketing methods, (iv) product development ideas and strategies, (v) personnel training and development programs, (vi) financial results, (vii) strategic plans and demographic analyses, (viii) proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes and systems software, and trade secrets), as such (ix) any non-public information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for concerning the Company, its employees, suppliers or which the Executive may acquire or may have acquired knowledge of during the performance of said work customers. The Executive agrees that at he will keep all times Confidential Information in strict confidence during his employment and thereafter (including periods after the term of his employment by the Company and thereafter, and will never directly or indirectly make known, divulge, reveal, furnish, make available, or use any Confidential Information (except in the course of his regular authorized duties on behalf of the Company). The Executive agrees that the obligations of confidentiality under this Section 12 shall survive termination of the Executive's employment with the Company regardless of any actual or alleged breach by the Company of this Agreement ) , he will keep until and maintain all unless any such Confidential Information and all shall have become, through no fault of the affairs Executive, generally known to the public or the Executive is required by lawful service of process, subpoena, court order, law or the rules of regulations of any regulatory body to which he is subject to make disclosure (after providing to the Company a copy of the documents seeking disclosure of such information and giving the Company prompt notice upon receipt of such documents and prior to their disclosure). All records, files, memoranda, reports, customer lists, drawings, plans, documents and the like relating to the Company's business that the Executive uses, prepares or comes into contact with during the course of the Executive's employment shall remain the sole property of the Company and and/or its Affiliates confidential affiliates, as applicable, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice shall be turned over to the Company unless required earlier by a court order upon termination of the Executive's employment. The Executive's obligations under this Section 12 are in addition to, and not in limitation of or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly preemption of, all or any part other obligations of confidentiality which the Confidential Information of Executive may have to the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder under general legal or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations equitable principles.

Appears in 7 contracts

Samples: Employment Agreement (Uici), Employment Agreement (Uici), Employment Agreement (Uici)

Confidentiality. The Executive recognizes and acknowledges that certain assets While employed by the Company or any affiliate --------------- of the Company constitute Confidential Information. The term "Confidential Information" as used and after Executive's employment terminates, Executive shall keep secret and retain in this Agreement strictest confidence, and shall mean not use for his benefit or the benefit of others, except in connection with the business affairs of the Benefited Persons, all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or business of any Affiliate's business ( of the Benefited Persons, including, without limitation, information regarding clients concerning the financial condition, customers, pricing policies prospects, methods of operation doing business, proprietary computer programs marketing and promotion of services, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time disclosed to time, which or known by the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach his employment by the Executive Company or any affiliate of his confidentiality obligations hereunder the Company, which information is not generally known or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations otherwise obtainable in the public domain.

Appears in 7 contracts

Samples: Employment Agreement (CNL American Properties Fund Inc), Employment Agreement (CNL American Properties Fund Inc), Employment Agreement (CNL American Properties Fund Inc)

Confidentiality. The Executive recognizes and acknowledges that certain assets of it is the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs policy of the Company and its Affiliates confidential subsidiaries to maintain as secret and confidential all valuable and unique information and techniques acquired, developed or used by the Company and will not its relating to their business, operations, employees and customers, which gives the Company and its Subsidiaries a competitive advantage in the businesses in which the Company and its Subsidiaries are engaged except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by extent that such information is a court order matter of public record or a legal requirement, disclose is published and made available to any person for any reason or purpose whatsoever, directly or indirectly, the general public (“Confidential Information”). Executive recognizes that all or any part of the such Confidential Information is the sole and exclusive property of the Company and its Affiliates Subsidiaries, and that disclosure of Confidential Information would cause damage to the Company and its Subsidiaries. The Executive is not bound agrees that, except as required by the restrictions duties of Executive’s employment with the Company and/or its Subsidiaries and except in connection with enforcing the Executive’s rights under this paragraph with respect to any information that becomes public other than as Agreement or if compelled by a consequence court or governmental agency, Executive will not, without the consent of the breach Company, disseminate or otherwise disclose any Confidential Information obtained during Executive’s employment with the Company. When the Executive shall cease to be employed by the Company, the Executive of his confidentiality obligations hereunder shall surrender to the Company all records, computer tapes, software or is disclosed without an obligation of confidentiality. The other documents or data obtained by Executive can disclose or entrusted to Executive (together with all information copies thereof) which pertain to his personal advisors subject to becoming liable for any violation the businesses engaged in by them of Executive's confidentiality obligations the Company or its affiliates.

Appears in 7 contracts

Samples: Change of Control Severance Agreement (Metris Companies Inc), Change of Control Severance Agreement (Metris Companies Inc), Change of Control Severance Agreement (Metris Companies Inc)

Confidentiality. The Executive recognizes and acknowledges that certain assets in the course of carrying out the Executive’s duties to Hub, the Executive will have access to and will be entrusted with confidential information concerning the business and corporate affairs of Hub, the other corporations of The Hub Group, and their clients (“Confidential Information”), including information pertaining to the respective corporation’s relationships with insurance carriers, employee and producer compensation structures, client underwriting and policy renewal information, internal accounting procedures, policies and information, unique insurance product features, insurance programs developed by the respective corporation (with or without the assistance of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners Executive), marketing strategies and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work employee training procedures. The Executive agrees that at all times Confidential Information acquired by the Executive or disclosed to the Executive shall be held in the strictest confidence. The Executive shall not disclose any Confidential Information to any other Person during his employment and thereafter (including periods after the term of this Agreement) the Executive’s employment or at any time thereafter without the prior written consent of the respective corporation, he except as may be required for the Executive to fulfill the Executive’s employment duties to Hub or as may be required by law. Neither during the term of the Executive’s employment nor at any time thereafter will keep and maintain all the Executive make use of any Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance Executive’s own benefit or for the benefit of his responsibilities hereunder any Person other than The Hub Group, or (2) as required by judicial process and after three days prior notice to assist others in so doing; provided that nothing herein shall prohibit the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Executive from using Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations. that:

Appears in 7 contracts

Samples: Executive Employment Agreement (Hub International LTD), Executive Employment Agreement (Hub International LTD), Executive Employment Agreement (Hub International LTD)

Confidentiality. The Executive recognizes agrees and acknowledges that certain assets that, by reason of the nature of his duties as an officer and employee, he will have or may have access to and become informed of confidential and secret information which is a competitive asset of the Company constitute ("CONFIDENTIAL INFORMATION"), including without limitation any lists of customers or suppliers, financial statistics, research data or any other statistics and plans contained in profit plans, capital plans, critical issue plans, strategic plans or marketing or operation plans or other trade secrets of the Company and any of the foregoing which belong to any person or company but to which the Executive has had access by reason of his employment relationship with the Company. The Executive agrees faithfully to keep in strict confidence, and not, either directly or indirectly, to make known, divulge, reveal, furnish, make available or use (except for use in the regular course of his employment duties) any such Confidential Information. The term "Confidential Information" as used in this Agreement shall mean Executive acknowledges that all manuals, instruction books, price lists, information which is known only to the Executive or the Company, and records and other employees or others in a confidential relationship with the Company information and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and aids relating to the Company ' or any Affiliate 's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes business, and trade secrets), as such information may exist from time any and all other documents containing Confidential Information furnished to time, which the Executive by the Company or otherwise acquired or obtained developed by virtue the Executive, shall at all times be the property of work performed for the Company . Upon termination of the Employment Period, the Executive shall return to the Company any such property or documents which are in his possession, custody or control, but his obligation of confidentiality shall survive such termination of the Employment Period until and unless any such Confidential Information shall have become, through no fault of the Executive, generally known to the trade. The obligations of the Executive under this subsection are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order under general legal or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations equitable principles.

Appears in 6 contracts

Samples: Executive Employment Agreement (European Micro Holdings Inc), Executive Employment Agreement (Regional Capital Management Corp), Executive Employment Agreement (European Micro Holdings Inc)

Confidentiality. The At all times after the Separation Agreement, the Executive recognizes may not disclose Confidential Information of Eastern, except for purposes consistent with the administration and acknowledges that certain assets performance of the Company constitute Executive’s obligations hereunder, or as required by law, provided that written notice of any legally required disclosure shall be given to Eastern, to the extent legally permissible, as soon as reasonably practicable prior to any such disclosure and the Executive shall reasonably cooperate with Eastern to protect the confidentiality thereof pursuant to applicable law or regulation. For purposes of this Agreement, “Confidential Information . The term "Confidential Information" as used in this Agreement shall mean ” includes all confidential and proprietary information which is known only to the Executive or the Company of Eastern, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, including without limitation, information regarding clients financial information, customers business plans, pricing policies prospects, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes customer lists, and trade secrets) opportunities (such as lending relationships, as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company financial product developments, or possible acquisition or dispositions of businesses or facilities) which have been discussed or considered by the Executive may acquire or may have acquired knowledge management of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all Eastern or any of its affiliates, but does not include any information which has become part of the Confidential Information of the Company and its Affiliates. The Executive is not bound public domain by the restrictions in this paragraph with respect to any information that becomes public means other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them Executive’s nonobservance of Executive 's confidentiality obligations ’s obligations under this Agreement.

Appears in 6 contracts

Samples: Change in Control Agreement (Eastern Bankshares, Inc.), Change in Control Agreement (Eastern Bankshares, Inc.), Change in Control Agreement (Eastern Bankshares, Inc.)

Confidentiality. The Executive recognizes and acknowledges that certain assets all information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Term of this Employment Agreement or after, except to the extent reasonably necessary in performance of the duties under this Agreement, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company constitute Confidential Information except as required by law. The term "Confidential Information" as used in Executive will not make use of this Agreement shall mean all type of information which is known only for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company whether made by the Executive or otherwise coming into his possession are confidential and will remain the property of the Company , other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations .

Appears in 6 contracts

Samples: Employment Agreement (Specialty Care Network Inc), Employment Agreement (Specialty Care Network Inc), Employment Agreement (Specialty Care Network Inc)

Confidentiality. The Executive recognizes parties acknowledge that in carrying out his duties under this Agreement, the Employee will have access to and become entrusted with confidential information regarding the business plans and operations of the Employer, computer systems and technology, unique methodology and other proprietary information. The Employee acknowledges that certain assets of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all right to maintain such detailed confidential information which is known only to the Executive or the Company, other employees or others in constitutes a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time right, which the Executive acquired or obtained by virtue of work performed for Employer is entitled to protect. Accordingly, the Company Employee shall not, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term Term of this Agreement ) , he will keep and maintain all Confidential Information and all or at any time thereafter, disclose any of the such detailed confidential information, trade secrets or other private affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose Employer to any person or persons, firm, association or corporation, nor shall the Employee use the same for any reason or purpose whatsoever, directly or indirectly, all or any part other than on behalf of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations Employer.

Appears in 6 contracts

Samples: Employment Agreement (Workstream Inc), Employment Agreement (Workstream Inc), Employment Agreement (Workstream Inc)

Confidentiality. The Executive recognizes and acknowledges that certain assets of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all --------------- information which is known only pertaining to the Executive affairs, business, clients, customers or other relationships of the Company, other employees or others in as hereinafter defined, is confidential and is a confidential relationship with the Company unique and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to valuable asset of the Company ' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, . Access to and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during this information are essential to the performance of said work the Executive's duties under this Employment Agreement. The Executive agrees that at all times will not during his employment and thereafter (including periods after the term Term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not Employment Agreement or thereafter, except (1) as to the extent reasonably necessary for in the performance of his responsibilities hereunder duties under this Agreement, give to any person, firm, association, corporation or (2) governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company except as required by judicial process and after three days prior notice law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information business of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach whether made by the Executive or otherwise coming into his possession are confidential and will remain the property of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations the Company.

Appears in 6 contracts

Samples: Employment Agreement (Master Graphics Inc), Employment Agreement (Master Graphics Inc), Employment Agreement (Master Graphics Inc)

Confidentiality. The Executive recognizes and acknowledges that certain assets shall not, during or after the period during which he is employed by the Bank, disclose any Confidential Information (as defined herein) to any natural person or entity, other than the Employers or any of their affiliates or any of the Company constitute Confidential Information Employers' or their affiliates' employees, consultants, advisors, agents or other representatives who have a need to know any such information, for any reason or purpose whatsoever. The term "Confidential Information" as used in this Agreement shall mean all confidential information which is known only to the Executive of or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or Employers and any Affiliate's of their affiliates, including without limitation financial information and data, business (including, without limitation, plans and information regarding clients prospects and opportunities (such as, customers by way of example only, pricing policies client and customer lists and acquisition, methods of operation disposition, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae expansion, product applications, technical processes, development and trade secrets other strategic plans), as such but does not include any information may exist from time to time that is or becomes public knowledge by means other than the Executive's breach or nonobservance of his obligations described in this paragraph (a). Notwithstanding the foregoing, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire disclose such Confidential Information as he may be legally required to do so on the advice of counsel in connection with any legal or regulatory proceeding; provided, however, that the Executive shall provide the Employers with prior written notice of any such required or potentially required disclosure and shall cooperate with the Employers and use his best efforts under such circumstances to obtain appropriate confidential treatment of any such Confidential Information that may have acquired knowledge of during the performance of said work be so required to be disclosed in connection with any such legal or regulatory proceeding. The Executive agrees that at all times during his employment and thereafter Executive's obligation to refrain from disclosing any Confidential Information under this paragraph ( including periods after the term a) shall continue in effect in accordance with its terms following any termination of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice Agreement pursuant to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations Section 6 above.

Appears in 6 contracts

Samples: Noncompetition Agreement (Enterprise Bancorp Inc /Ma/), Noncompetition Agreement (Enterprise Bancorp Inc /Ma/), Noncompetition Agreement (Enterprise Bancorp Inc /Ma/)

Confidentiality. The Executive recognizes and acknowledges that certain assets During the period of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship his employment with the Company and any persons controlling a period of five (5) years thereafter, controlled by or under common control Executive shall keep secret and retain in strictest confidence, except in connection with the Company (each, an "Affiliate") business and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential affiliates, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice all confidential matters relating to the Company unless required earlier by a court order or a legal requirement business, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information assets and operations of the Company and its Affiliates. The Executive is affiliates (the “Confidential Information”); and shall not bound by the restrictions in this paragraph with respect disclose such Confidential Information to any information that becomes public other than as a consequence anyone outside of the breach by Company without the Executive Company’s express written consent. Information which (i) at the time of his confidentiality obligations hereunder receipt is, or thereafter becomes, publicly known through no wrongful act of Executive, (ii) is disclosed without received from a third party not under an obligation to keep such information confidential and without breach of confidentiality. The this Agreement, or (iii) was developed by Executive can disclose all independently of and without reference to information obtained from the Company shall not be considered “Confidential Information.” Notwithstanding the foregoing, Executive shall not be restricted from disclosing Confidential Information to his personal advisors subject to becoming liable for any violation the extent required by them of Executive's confidentiality obligations law, court order, subpoena or other legal proceeding.

Appears in 6 contracts

Samples: Indemnification Agreement (Dupont Fabros Technology, Inc.), Non Competition, Non Solicitation (DuPont Fabros Technology LP), Employment Agreement (Dupont Fabros Technology, Inc.)

Confidentiality. The Executive recognizes shall not, during the Employment Period or for two years after the Employment Period (and acknowledges that certain assets for an indefinite period for Confidential Information composed of trade secrets of the Company constitute Company), disclose any Confidential Information Information (as such term is defined herein) to any Person for any reason or purpose whatsoever, other than in connection with the performance of the Executive's duties under this Agreement. The term "Confidential Information" as used in this Agreement shall mean all confidential information which is known only of or relating to the Company and any of its Affiliates, including without limitation, financial information and data, business plans and information regarding prospects and opportunities (such as, by way of example only, client and customer lists and acquisition, disposition, expansion, product development and other strategic plans), but does not include any information that is or becomes public knowledge by means other than the Executive's breach or nonobservance of the Executive's obligations described in this Section 8.1. Notwithstanding the foregoing, the Executive may disclose such Confidential Information as he may be legally required to do so on the advice of counsel in connection with any legal or regulatory proceeding; provided, however, that the Company, other employees Executive shall provide the Company with prior written notice of any such required or others in a confidential relationship potentially required disclosure and shall cooperate with the Company and use their best efforts under such circumstances to obtain appropriate confidential treatment of any persons controlling, controlled by such Confidential Information that may be so required to be disclosed in connection with any such legal or under common control with regulatory proceeding. In no event shall an asserted violation of the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating provisions of this Section 8 constitute a basis for deferring or withholding any amounts otherwise payable to the Company' Executive under this Agreement during or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence the Change of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations Control Employment Period.

Appears in 6 contracts

Samples: Employment Agreement (Wellman Inc), Employment Agreement (Wellman Inc), Employment Agreement (Wellman Inc)

Confidentiality. The Executive recognizes agrees that, during the Employment Period and acknowledges that certain assets of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to thereafter, the Executive shall not divulge to anyone, other than as necessary in the performance of his duties hereunder or as required by law or legal process, confidential information of the Company, other employees its Affiliates or others in a confidential relationship with the Company and any persons controlling its customers, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business ( including, without limitation, information regarding clients know-how, customers trade secrets, customer lists, costs, profits or margin information, markets, sales, pricing policies, methods of operation operational methods, proprietary computer programs plans for future development, sales data, products drawings, profits samples, costs, markets, key personnel, formulae, product applications, technical processes, processes or products and trade secrets), as such other information may exist from time disclosed to time, which the Executive acquired or obtained known by virtue him as a result of work performed for or through his employment by the Company, which is not generally known in the businesses in which the Company is engaged and which relates directly or indirectly to the Company’s products or services or which is directly or indirectly useful in any aspect of the Company’s business. In the event the Company is bound by a confidentiality agreement with a customer, supplier or other party regarding the confidential information of such customer, supplier or other party, which provides greater protection than specified above in this Paragraph 6, the provisions of such other confidentiality agreement shall be binding upon the Executive may acquire or may have acquired knowledge of during and shall not be superseded by this Paragraph 6. Upon the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all termination of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities Executive’s employment hereunder or (2) as required by judicial process and after three days prior notice at any other time upon the Company’s request, the Executive shall deliver forthwith to the Company unless required earlier by a court order or a legal requirement all memoranda, disclose to any person for any reason or purpose whatsoever notes, directly or indirectly records, reports, computer disks and other documents (including all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations copies thereof) containing such confidential information.

Appears in 5 contracts

Samples: Employment Agreement (A21 Inc), Employment Agreement (A21, Inc.), Employment Agreement (A21 Inc)

Confidentiality. The Executive recognizes and acknowledges that certain assets it is the policy of the Company constitute and Parent to maintain as secret and confidential all Confidential Information (as defined herein). The parties hereto recognize that the services to be performed by the Executive pursuant to this Agreement are special and unique, and that by reason of his employment by the Company both before and after the Effective Date, the Executive will acquire, or may have acquired, Confidential Information. The term " Executive recognizes that all such Confidential Information" as used in this Agreement Information is and shall mean all information which is known only to remain the Executive or the Company, other employees or others in a confidential relationship with sole property of the Company and Parent, as applicable, free of any persons controlling rights of the Executive, controlled by or under common control and acknowledges that the Company and Parent have a vested interest in assuring that all such Confidential Information remains secret and confidential. Therefore, in consideration of the Executive’s employment with the Company (each Employer pursuant to this Agreement, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods from after the term of this Agreement) Effective Date, he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not , except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever , directly or indirectly, all disclose to any person, firm, company or other entity (other than Parent or any part of its Affiliates (for the purposes of this Employment Agreement, the term “Affiliate(s)” means Parent, its successor(s), any direct or indirect subsidiary of Parent or its successor(s), or any division of a subsidiary)) any Confidential Information Information, except as required in the performance of his duties hereunder, without the prior written consent of the Company and its Affiliates. The Executive is not bound by or Parent, as applicable, except to the restrictions in this paragraph with respect extent that (i) any such Confidential Information becomes generally available to any information that becomes public the public, other than as a consequence result of the a breach by the Executive of his this Section 6, or (ii) any such Confidential Information becomes available to the Executive on a non-confidential basis from a source other than Parent or any of its Affiliates or advisors; provided that such source is not known by the Executive to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Parent, any of its Affiliates or another party. In addition, it shall not be a breach of the confidentiality obligations hereunder hereof if the Executive is required by law to disclose any Confidential Information; provided that in such case, the Executive shall (a) give the Company and/or Parent, as applicable, the earliest notice possible that such disclosure is or may be required and (b) cooperate with the Company and/or Parent, as applicable, at the Company’s and/or Parent’s expense, as applicable, in protecting, to the maximum extent legally permitted, the confidential or proprietary nature of the Confidential Information which must be so disclosed. The obligations of the Executive under this Section 6 shall survive any termination of this Agreement. During the Employment Term, the Executive shall exercise all due and diligent precautions to protect the integrity of the business plans, customer lists, statistical data and compilation, agreements, contracts, manuals or other documents of the Company and/or Parent which embody the Confidential Information, and upon the expiration or the termination of the Employment Term, the Executive agrees that all Confidential Information in his possession, directly or indirectly, that is disclosed without an obligation in writing or other tangible form (together with all duplicates thereof) will forthwith be returned to the Company and/or Parent, as applicable, and will not be retained by the Executive or furnished to any person, either by sample, facsimile, film, audio or video cassette, electronic data, verbal communication or any other means of confidentiality communication. The Executive can disclose all information agrees that the provisions of this Section 6 are reasonably necessary to his personal advisors subject to becoming liable for any violation by them protect the proprietary rights of Executive's confidentiality obligations the Company and/or Parent in the Confidential Information and their trade secrets, goodwill and reputation.

Appears in 5 contracts

Samples: Employment Agreement (Edgen Louisiana CORP), Employment Agreement (Edgen Louisiana CORP), Employment Agreement (Edgen Murray II, L.P.)

Confidentiality. The Executive recognizes It is specifically understood and acknowledges agreed that certain assets of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company possesses trade secrets, other employees or others in a confidential relationship with the Company data and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies suppliers and stockholders, development, acquisition and other business plans, strategies and records, methods of operation business and operations, “know-how,” property and financial analyses and reports, techniques, processes and other confidential or proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and other persons (all such information, “Proprietary Information”). All Proprietary Information is and shall be the sole property of the Company for its Affiliates confidential own exclusive use and benefit, and will not, except (1) as necessary for the performance Executive agrees that upon termination of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice employment for any reason whatsoever, he shall return to the Company all Proprietary Information in his possession or under his control. Executive further agrees that he shall hold all Proprietary Information in strictest confidence and shall not at any time, either during or after his employment by the Company, use or disclose, or permit the use or disclosure of, the same for his own benefit or for the benefit of others, unless required earlier authorized to do so by the Company’s written consent or by a court order contract or agreement to which the Company is a legal requirement, disclose to any person for any reason party or purpose whatsoever, directly or indirectly, all or any part by which it is bound. The provisions of this Section 9 shall perpetually survive the termination of the Confidential Information of Agreement, and Executive shall likewise be bound by all other agreements between his and the Company and its Affiliates. The Executive is not bound by relating in any way to the restrictions in this paragraph with respect to any information that becomes public other than as a consequence protection of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations Proprietary Information.

Appears in 5 contracts

Samples: Employment Agreement (Bre Properties Inc /Md/), Employment Agreement (Bre Properties Inc /Md/), Employment Agreement (Bre Properties Inc /Md/)

Confidentiality. The Executive recognizes and acknowledges that certain assets in the course of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only providing services to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling the Related Corporations, controlled by or under common control Executive will become familiar with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets ) , as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of other intellectual property concerning the Company and its Affiliates confidential the Related Corporations. Executive shall not at any time or in any manner, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, whether directly or indirectly, all use for his own benefit or the benefit of any part of the other Person, nor disclose, divulge, render or offer, any Confidential Information Information, except on behalf of the Company and its Affiliates. The Executive is not bound by or the restrictions Related Corporations in this paragraph with respect to any information that becomes public other than as a consequence the course of the breach by the Executive proper performance of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality duties hereunder. The Executive can disclose acknowledges and agrees that any and all information to his personal advisors subject to becoming liable for any violation such Confidential Information will be received and held by them of Executive's confidentiality obligations him in a confidential capacity.

Appears in 5 contracts

Samples: Employment Agreement (Carrier1 International S A), Employment Agreement (Carrier1 International S A), Employment Agreement (Carrier1 International S A)

Confidentiality. The Executive recognizes Consultant agrees that in performing his duties under this Agreement and acknowledges that by virtue of the relationship of trust and confidence between Consultant and the Company, Consultant may obtain certain assets proprietary knowledge of operations and products and other confidential information of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in are of a confidential relationship with the Company special and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") unique nature and their respective employees, officers and partners), and relating value to the Company ' or . Consultant covenants and agrees that he will not, at any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of whether during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement Agreement or otherwise, reveal, divulge or make known to any person or entity or use for his own account or the account of others, any proprietary records, data, plans, trade secrets, policies, strategies, methods or practices of obtaining or doing business, computer programs, know-how or knowledge relating to customers, sales, suppliers, market developments, equipment, processes, products or any other confidential or proprietary information whatsoever of the Company (the "Confidential Information"), he will keep whether or not obtained with knowledge and maintain permission of the Company. Consultant further covenants and agrees that Consultant shall retain all Confidential Information and all of which he acquires or develops in trust for the affairs sole benefit of the Company and its Affiliates confidential, successors and will not, except (1) as necessary assigns. The Consultant agrees that a remedy at law for any breach of the covenants contained in this Section 5 would be inadequate and that the Consultant shall be entitled to seek and obtain a temporary and permanent injunction or an order for specific performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice such covenants without the necessity of proving actual damage to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations Company.

Appears in 5 contracts

Samples: Consulting Agreement (New Generation Holdings Inc), Consulting Agreement (New Generation Holdings Inc), Consulting Agreement (New Generation Holdings Inc)

Confidentiality. The Executive recognizes and acknowledges that certain assets of the Company constitute Confidential Information. The term " Confidential Information " as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an " Affiliate " ) and their respective employees, officers and partners), and relating to the Company ' ’s or any Affiliate 's ’s business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive 's ’s confidentiality obligations.

Appears in 5 contracts

Samples: Employment Agreement (Wheeling Pittsburgh Corp /De/), Employment Agreement (Wheeling Pittsburgh Corp /De/), Employment Agreement (Wheeling Pittsburgh Corp /De/)

Confidentiality. Following termination of employment, the Confidential Information shall be held by the Executive in the strictest confidence and shall not, without the prior express written consent of the Company, be disclosed to any person other than in connection with the Executive’s employment by the Company. The Executive recognizes and further acknowledges that certain assets such Confidential Information as is acquired and used by the Company or its affiliates is a special, valuable and unique asset. The Executive shall exercise all due and diligent precautions to protect the integrity of the Company’s Confidential Information and to keep it confidential whether it is in written form, on electronic media, oral, or otherwise. The Executive shall not copy any Confidential Information except to the extent necessary to his employment nor remove any Confidential Information or copies thereof from the Company’s premises except to the extent necessary to his employment and then only with the authorization of an officer of the Company constitute (excluding the Executive). All records, files, materials and other Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to Information obtained by the Executive or in the course of his employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company, other employees its Customers, or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets) subjects, as such information the case may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work be. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will shall not, except (1) in connection with and as necessary for the required by his performance of his responsibilities hereunder duties under this Agreement, for any reason use for his own benefit or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order benefit of any person or a legal requirement, entity with which he may be associated or disclose any such Confidential Information to any person person, firm, corporation, association or other entity for any reason or purpose whatsoever, directly or indirectly, all or any part whatsoever without the prior express written consent of the Confidential Information an executive officer of the Company and its Affiliates. The Executive is not bound by (excluding the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive 's confidentiality obligations ).

Appears in 5 contracts

Samples: Employment Agreement (Money4gold Holdings Inc), Employment Agreement (GelTech Solutions, Inc.), Employment Agreement (GelTech Solutions, Inc.)

Confidentiality. The Company and the Executive recognizes and acknowledges acknowledge that certain assets of the Company constitute Confidential Information. The term "Confidential Information" as used in services to be performed by the Executive under this Agreement shall mean all information which is known only to are unique and extraordinary and, as a result of such employment, the Executive or the Company, other employees or others shall be in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and possession of Confidential Information relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs practices of the Company and its Affiliates confidential subsidiaries and affiliates (collectively, the “Company Group”). The term “Confidential Information” shall mean any and will all information (oral and written) relating to the Company Group, or any of their respective activities, or of the clients, customers, acquisition targets, investment models or business practices of the Company Group, other than such information which (i) is generally available to the public or within the relevant trade or industry, other than as the result of breach of the provisions of this Section, or (ii) the Executive is required to disclose under any applicable laws, regulations or directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process of law. The Executive shall not, during his employment nor at any time thereafter (except (1) as necessary for may be required in the course of the performance of his responsibilities duties hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose except with respect to any person for any reason litigation or purpose whatsoever arbitration involving this Agreement, including the enforcement hereof), directly or indirectly, all use, communicate, disclose or disseminate to any part person, firm or corporation any Confidential Information acquired by the Executive during, or as a result of, his employment with the Company, without the prior written consent of the Confidential Information of Company. The confidentiality obligations contained in this Section 6.1 shall be in addition to any other confidentiality agreement entered into between the Company and its Affiliates. The Executive, including the proprietary information and invention assignment agreement to be signed by Executive is not bound by as per the restrictions in this paragraph Company’s policy with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations employees.

Appears in 5 contracts

Samples: Employment Agreement (Quest Solution, Inc.), Employment Agreement (Quest Solution, Inc.), Employment Agreement (Quest Solution, Inc.)

Confidentiality. The Executive recognizes and acknowledges that certain assets the information, trade secrets, observations, confidential knowledge and data obtained by him while employed by the Company concerning the business, new, planned or existing products and services, or affairs of the Company, its customers or any affiliate of the Company constitute Confidential Information. The term ("Confidential Information " as used in this Agreement shall mean all information which is known only to ") are the Executive or the Company, other employees or others in a confidential relationship with property of the Company and any persons controlling or such affiliate. Therefore, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that he shall not, at all times any time during or after his employment and thereafter (including periods after the term of under this Agreement ) , he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, disclose to any third party except (1) as necessary for in the performance of his responsibilities duties hereunder or (2) as may be required by judicial process and after three days prior notice law, any Confidential Information except for such information which has become publicly available other than by an act or omission of the Executive. Executive shall deliver to the Company unless required earlier by a court order at the termination of the Employment Period, or a legal requirement, disclose to at any person for any reason or purpose whatsoever, directly or indirectly other time the Company may request, all or any part of memoranda, notes, plans, records, reports, computer files, printouts and software and other documents and data (and all copies thereof) relating to the Confidential Information Information, work product or the business of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to or any information that becomes public other than as a consequence of the breach by the Executive of affiliate which he may then possess or have under his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations control.

Appears in 4 contracts

Samples: Employment Agreement (Iturf Inc), Employment Agreement (Iturf Inc), Employment Agreement (Iturf Inc)

Confidentiality. The Executive recognizes and acknowledges that certain assets During the Term of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement and following termination of employment, for any reason, the Confidential Information shall mean all information which is known only to be held by the Executive or in the strictest confidence and shall not, without the prior express written consent of the Company, be disclosed to any person other employees than in connection with the Executive’s employment by the Company. The Executive further acknowledges that such Confidential Information as is acquired and used by the Company or others its subsidiaries or affiliates is a special, valuable and unique asset. The Executive shall exercise all due and diligent precautions to protect the integrity of the Company’s Confidential Information and to keep it confidential whether it is in a confidential relationship written form, on electronic media, oral, or otherwise. The Executive shall not copy any Confidential Information except to the extent necessary to his employment nor remove any Confidential Information or copies thereof from the Company’s premises except to the extent necessary to his employment. All records, files, materials and other Confidential Information obtained by the Executive in the course of his employment with the Company are confidential and any persons controlling, controlled by or under common control with proprietary and shall remain the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods exclusive property of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, its Customers, or which subjects, as the Executive case may acquire or may have acquired knowledge of during the performance of said work be. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will shall not, except (1) in connection with and as necessary for the required by his performance of his responsibilities hereunder duties under this Agreement, for any reason use for his own benefit or (2) as required by judicial process and after three days prior notice to the benefit of any person or entity other than the Company unless required earlier by a court order or a legal requirement, disclose any such Confidential Information to any person person, firm, corporation, association or other entity for any reason or purpose whatsoever, directly or indirectly, all or any part whatsoever without the prior express written consent of the Confidential Information an executive officer of the Company and its Affiliates. The Executive is not bound by (excluding the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive 's confidentiality obligations ).

Appears in 4 contracts

Samples: Employment Agreement (Aspen Group, Inc.), Employment Agreement (Aspen Group, Inc.), Agreement and General Release (GelTech Solutions, Inc.)

Confidentiality. The Executive recognizes and Participant acknowledges that certain assets during the period of his or her employment with the Company or any Subsidiary or Affiliate, he or she shall have access to the Company’s Confidential Information (as defined below). All books of account, records, systems, correspondence, documents, and any and all other data, in whatever form, concerning or containing any reference to the works and business of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement or its affiliated companies shall mean all information which is known only belong to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with shall be given up to the Company (each whenever the Company requires the Participant to do so. The Participant agrees that the Participant shall not at any time during the term of the Participant’s employment or thereafter, an "Affiliate") and their respective employees, officers and partners), and relating to without the Company ' ’s prior written consent, disclose to any person (individual or entity) any information or any Affiliate's business trade secrets, plans or other information or data, in whatever form (including, without limitation, information regarding clients, customers (a) any financing strategies and practices, pricing policies information and methods, methods of operation training and operational procedures, proprietary computer programs advertising, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes marketing, and trade secrets sales information or methodologies or financial information and (b) any Proprietary Information (as defined below)), as concerning the Company’s or any of its affiliated companies’ or customers’ practices, businesses, procedures, systems, plans or policies (collectively, ‘‘Confidential Information’’), nor shall the Participant utilize any such information may exist from time to time Confidential Information in any way or communicate with or contact any such customer other than in connection with the Participant’s employment by the Company or any Subsidiary or Affiliate. The Participant hereby confirms that all Confidential Information constitutes the Company’s exclusive property, which and that all of the Executive acquired or obtained by virtue restrictions on the Participant’s activities contained in this Restricted Share Agreement and such other nondisclosure policies of work performed the Company are required for the Company ’s reasonable protection. Confidential Information shall not include any information that has otherwise been disclosed to the public not in violation of this Restricted Share Agreement. This confidentiality provision shall survive the termination of this Restricted Share Agreement and shall not be limited by any other confidentiality agreements entered into with the Company or any of its affiliates. With respect to any Confidential Information that constitutes a ‘‘trade secret’’ pursuant to applicable law, the restrictions described above shall remain in force for so long as the particular information remains a trade secret or which for the Executive may acquire or may have acquired knowledge two year period immediately following termination of Participant’s employment for any reason, whichever is longer. With respect to any Confidential Information that does not constitute a ‘‘trade secret’’ pursuant to applicable law, the restrictions described above shall remain in force during Participant’s employment and for the performance two year period immediately following termination of said work Participant’s employment for any reason. The Executive Participant agrees that at the Participant shall promptly disclose to the Company in writing all times information and inventions generated, conceived or first reduced to practice by him or her alone or in conjunction with others, during his employment and thereafter or after working hours, while in the employ of the Company ( including periods after all of which is collectively referred to in this Restricted Share Agreement as ‘‘Proprietary Information’’); provided, however, that such Proprietary Information shall not include (a) any information that has otherwise been disclosed to the term public not in violation of this Agreement), he will keep Restricted Share Agreement and maintain all Confidential Information (b) general business knowledge and all work skills of the affairs Participant, even if developed or improved by the Participant while in the employ of the Company. All such Proprietary Information shall be the exclusive property of the Company and its Affiliates confidential, and will not, except (1) as necessary for is hereby assigned by the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice Participant to the Company. The Participant’s obligation relative to the disclosure to the Company unless required earlier by a court order of such Proprietary Information anticipated in this Section shall continue beyond the Participant’s termination of employment and the Participant shall, at the Company’s expense, give the Company all assistance it reasonably requires to perfect, protect and use its right to the Proprietary Information. For purposes of this Section, the ‘‘Company’’ refers to the Company and any incorporated or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part unincorporated affiliates of the Confidential Information Company, including any entity which becomes the Participant’s employer as a result of any reorganization or restructuring of the Company and its Affiliates for any reason. The Executive is Company shall be entitled, in connection with its tax planning or other reasons, to terminate the Participant’s employment (which termination shall not bound by the restrictions be considered a termination for any purposes of this Restricted Share Agreement, any employment agreement or otherwise) in this paragraph connection with respect to any information that becomes public other than as a consequence an invitation from another affiliate of the breach by Company to accept employment with such affiliate in which case the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information terms and conditions hereof shall apply to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations the Participant’s employment relationship with such entity mutatis mutandis.

Appears in 4 contracts

Samples: Restricted Share Agreement (Brookdale Senior Living Inc.), Restricted Share Agreement (Brookdale Senior Living Inc.), Restricted Share Agreement (Brookdale Senior Living Inc.)

Confidentiality. The For a period of two (2) years following termination of employment, the Confidential Information shall be held by Executive recognizes in the strictest confidence and shall not, without the prior written consent of Company, be disclosed to any person other than in connection with Executive's employment by Company. Executive further acknowledges that certain assets such Confidential Information as is acquired and used by Company or its affiliates is a special, valuable and unique asset. Executive shall exercise all due and diligence precautions to protect the integrity of the Company constitute Company's Confidential Information Information and to keep it confidential whether it is in written form, on electronic media or oral. The term " Executive shall not copy any Confidential Information" as used in this Agreement shall mean all information which is known only Information except to the Executive extent necessary to his employment nor remove any Confidential Information or the copies thereof from Company , other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating 's premises except to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time extent necessary to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after then only with the term authorization of this Agreement) the CEO of Company. All records, he will keep files, materials and maintain all other Confidential Information obtained by Executive in the course of his employment with Company are confidential and all proprietary and shall remain the exclusive property of Company or its Customers, as the affairs of the Company and its Affiliates confidential, and will case may be. Executive shall not, except (1) in connection with and as necessary for the required by his performance of his responsibilities hereunder duties under this Agreement, for any reason use for his own benefit or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order benefit of any person or a legal requirement, entity with which he may be associated or disclose any such Confidential Information to any person person, firm, corporation, association or other entity for any reason or purpose whatsoever, directly or indirectly, all or any part whatsoever without the prior written consent of the Confidential Information CEO of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations Company.

Appears in 4 contracts

Samples: Employment Agreement (Kiwa Bio-Tech Products Group Corp), Employment Agreement (Kiwa Bio-Tech Products Group Corp), Employment Agreement (Kiwa Bio-Tech Products Group Corp)

Confidentiality. The Executive recognizes At all times, both during my Engagement and acknowledges that certain assets of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term Cessation of this Agreement) my Engagement, he will keep and maintain all Confidential Information and all of whether the affairs of the Company and its Affiliates confidential cessation is voluntary or involuntary, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever no reason, directly or indirectly by disability, I will keep in strictest confidence and trust all Proprietary Information, and I will not disclose or use or permit the use or disclosure of any part Proprietary Information or Rights pertaining to Proprietary Information, or anything related thereto, without the prior written consent of the Confidential Information Company, except as may be necessary in the ordinary course of performing my duties for the Company. I recognize that the Company has received and in the future will receive from third parties (including Business Partners) their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree that I owe the Company and its Affiliates. The Executive is such third parties (including Business Partners), during my Engagement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence, and I will not bound by disclose or use or permit the restrictions in this paragraph with respect to use or disclosure of any such confidential or proprietary information that becomes public other than as a consequence without the prior written consent of the breach by Company, except as may be necessary in the Executive ordinary course of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable performing my duties for any violation by them of Executive's confidentiality obligations the Company consistent with the Company’s agreement with such third party.

Appears in 4 contracts

Samples: Consulting Agreement (Islet Sciences, Inc), Scientific Advisory Board Agreement (Stem Cell Assurance, Inc.), Consulting Agreement (Cancer Genetics, Inc)

Confidentiality. The Executive recognizes and acknowledges that certain assets in the course of carrying out the Executive's duties to Hub International, the Executive will have access to and will be entrusted with confidential information concerning the business and corporate affairs of the Company constitute corporations of Hub International and their clients ("Confidential Information "), including information pertaining to the respective corporation's relationships with insurance carriers and lenders, compensation structures, client underwriting and policy renewal information, internal accounting procedures, policies and information, unique insurance product features, insurance programs developed by the respective corporation (with or without the assistance of the Executive), marketing strategies, e-commerce strategies, personnel and training procedures. The term "Confidential Information" as used in this Agreement shall mean be deemed to include all such information which is known only to that the Executive or currently possesses as a result of the Company Executive's prior employment, other employees or others in a confidential relationship with if any, by any of the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods corporations of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work Hub International. The Executive agrees that at all times Confidential Information acquired by the Executive or disclosed to the Executive shall be held in the strictest confidence. The Executive shall not disclose any Confidential Information to any other person during his employment and thereafter (including periods after the term of this Agreement) the Executive's relationship with Hub International or at any time thereafter without the prior written consent of the respective corporation, he except as may be required for the Executive to fulfil the Executive's duties to Hub International or as may be required by law. Neither during the term of the Executive's relationship with Hub International nor at any time thereafter will keep and maintain all the Executive make use of any Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance Executive's own benefit or for the benefit of his responsibilities hereunder any other person or (2) as required by judicial process and after three days prior notice to persons, firm, partnership, association or corporation other than Hub International, or assist others in so doing; provided that nothing herein shall prohibit the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Executive from using Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations. that:

Appears in 4 contracts

Samples: Non Solicitation and Insider Agreement (Hub International LTD), Non Solicitation and Insider Agreement (Hub International LTD), Non Solicitation and Insider Agreement (Hub International LTD)

Confidentiality. Following termination of employment, the Confidential Information shall be held by the Executive in the strictest confidence and shall not, without the prior express written consent of the Company, be disclosed to any person other than in connection with the Executive’s employment by the Company. The Executive recognizes and further acknowledges that certain assets such Confidential Information as is acquired and used by the Company or its subsidiaries or affiliates is a special, valuable and unique asset. The Executive shall exercise all due and diligent precautions to protect the integrity of the Company’s Confidential Information and to keep it confidential whether it is in written form, on electronic media, oral, or otherwise. The Executive shall not copy any Confidential Information except to the extent necessary to his employment nor remove any Confidential Information or copies thereof from the Company’s premises except to the extent necessary to his employment and then only with the authorization of an officer of the Company constitute (excluding the Executive). All records, files, materials and other Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to Information obtained by the Executive or in the course of his employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company, other employees its Customers, or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets) subjects, as such information the case may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work be. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will shall not, except (1) in connection with and as necessary for the required by his performance of his responsibilities hereunder duties under this Agreement, for any reason use for his own benefit or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order benefit of any person or a legal requirement, entity with which he may be associated or disclose any such Confidential Information to any person person, firm, corporation, association or other entity for any reason or purpose whatsoever, directly or indirectly, all or any part whatsoever without the prior express written consent of the Confidential Information an executive officer of the Company and its Affiliates. The Executive is not bound by (excluding the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive 's confidentiality obligations ).

Appears in 4 contracts

Samples: Employment Agreement (GelTech Solutions, Inc.), Employment Agreement (GelTech Solutions, Inc.), Employment Agreement (GelTech Solutions, Inc.)

Confidentiality. The (a) Executive recognizes understands and hereby acknowledges that as a result of his employment with the Corporation, he will necessarily become informed of, and have access to, certain assets valuable and confidential information of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company Corporation and any persons controlling of its subsidiaries, controlled by or under common control with the Company (each joint ventures and affiliates, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business ( including, without limitation, information regarding clients inventions, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications trade secrets, technical processes information, know-how, plans, specifications, identity of customers and suppliers, and trade secrets) that such information, as such information even though it may exist from time be developed or otherwise acquired by Executive, is the exclusive property of the Corporation to be held by Executive in trust and solely for the Corporation's benefit. Accordingly, Executive hereby agrees that he shall not, at any time, which the Executive acquired either during or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during subsequent to his employment and thereafter (including periods after the term of this Agreement) hereunder, he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential use, and will not reveal, except (1) as necessary for the performance of his responsibilities hereunder report, publish, transfer or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, otherwise disclose to any person for person, corporation or other entity, any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information Corporation's confidential information without the prior written consent of the Company Corporation, except to responsible officers and its Affiliates. The Executive employees of the Corporation and other responsible persons who are in contractual or fiduciary relationship with the Corporation or who have a need for such information for purposes in the interest of the Corporation, and except for such information for purposes in the interest of the Corporation, and except for such information which legally and legitimately is not bound by the restrictions in this paragraph with respect to any information that or becomes of general public knowledge from authorized sources other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive 's confidentiality obligations .

Appears in 4 contracts

Samples: Employment Agreement (Imx Pharmaceuticals Inc), Employment Agreement (Imx Pharmaceuticals Inc), Employment Agreement (Psi Industries Inc)

Confidentiality. The Executive recognizes and acknowledges that certain assets of the Company constitute Partnership Group and TETRA have previously provided Executive with Confidential Information and will continue to provide Executive with Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or agrees that Executive will not, while employed by the Company, any Affiliate, or any member of the Partnership Group and at any time thereafter, disclose or make available to any other employees person or others entity, or use for Executive’s own personal gain, any Confidential Information, except for such disclosures as required in a confidential relationship the performance of Executive’s duties with the Company and any persons controlling, controlled Partnership Group or TETRA or as may otherwise be required by law or under common control with legal process (in which case Executive shall notify the Company (each, an "Affiliate") and their respective employees, officers and partners) of such legal or judicial proceeding as soon as practicable following his receipt of notice of such a proceeding, and relating permit the Company to seek to protect its interests and information). Executive acknowledges and agrees that such Confidential Information is the Company' exclusive property of the Partnership Group and will only be used for the benefit of the Partnership Group. Further, Executive waives and releases any claim that he/she should be able to use, for the benefit of any competing person or any Affiliate's business (including entity, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Confidential Information that was received by Executive acquired or obtained by virtue of work performed while working for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all otherwise on behalf of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations Partnership Group.

Appears in 4 contracts

Samples: Change of Control Agreement (CSI Compressco LP), Change of Control Agreement (CSI Compressco LP), Change of Control Agreement (Compressco Partners, L.P.)

Confidentiality. The Executive recognizes acknowledges that, in his employment hereunder, he will occupy a position of trust and acknowledges that certain assets of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship confidence with the Company and any persons controlling its Subsidiaries. Executive agrees that Executive shall not during the Term and for three (3) years thereafter, controlled except (i) as may be required to perform his duties hereunder or as required by applicable law or under common control (ii) until such information shall have become public other than by Executive’s unauthorized disclosure or (iii) with the Company (each prior written consent of the Company, an "Affiliate") and their respective employees use, officers and partners) disclose or disseminate any trade secrets, and confidential information or any other information of a secret, proprietary, confidential or generally undisclosed nature relating to the Company' Company and/or any Subsidiary, or any Affiliate's business (including their respective businesses, without limitation contracts, information regarding clients projects, customers proposed projects, pricing policies, methods of operation, proprietary computer programs, sales, products, profits revenues, costs, markets operations, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time methods or procedures. This provision shall be in addition to time, which the Executive acquired or obtained by virtue all requirements of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph applicable law with respect to any information that becomes public other than as a consequence maintaining the secrecy and confidentiality of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations trade secrets.

Appears in 4 contracts

Samples: Employment Agreement (Wells Real Estate Investment Trust Inc), Employment Agreement (Wells Real Estate Investment Trust Inc), Employment Agreement (Wells Real Estate Investment Trust Inc)

Confidentiality. The Executive (a) recognizes that the business and acknowledges that certain assets financial records, customer and client lists, proprietary knowledge or data, intellectual property, trade secrets and confidential methods of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or operations of the Company, other employees or others in a confidential relationship with the Company its subsidiaries and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") its Affiliates and their respective employees successors, officers assigns and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets) nominees, as such information they may exist from time to time, time and which relate to the Executive acquired then conducted or obtained by virtue planned business of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company its subsidiaries and its Affiliates confidential or of entities with which the Company was or is expected to be affiliated during such periods, are valuable, special and will unique assets of the Company, access to and knowledge of which are essential to Executive’s performance with the Company; and (b) shall not, except (1) as necessary for during or after the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement Term, disclose any of such records, lists, knowledge, data, property, secrets, methods or information to any person Person for any reason or purpose whatsoever whatsoever (except for disclosures (x) compelled by law; provided that Executive promptly notifies the Board of any request for such information before disclosing the same, directly if practical, and (y) made as necessary in connection with the performance of his duties with the Company) or indirectly, all make use of any such property for his own purposes or for the benefit of any part Person except the Company. Executive acknowledges that a breach of the Confidential Information of this Section 5 may cause irreparable injury to the Company and its Affiliates for which monetary damages are inadequate, difficult to compute, or both. The Accordingly, Executive is not bound agrees that the provisions of this Section 5 may be enforced by the restrictions in this paragraph with respect to any information that becomes public specific performance or other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations injunctive relief.

Appears in 4 contracts

Samples: Employment Agreement (Eastside Distilling, Inc.), Employment Agreement (Eastside Distilling, Inc.), Employment Agreement (Eastside Distilling, Inc.)

Confidentiality. For a period of three years following --------------- termination of employment, the Confidential Information shall be held by the Executive in the strictest confidence and shall not, without the prior written consent of the Company, be disclosed to any person other than in connection with the Executive's employment by the Company. The Executive recognizes and further acknowledges that certain assets such Confidential Information as is acquired and used by the Company or its affiliates is a special, valuable and unique asset. The Executive shall exercise all due and diligence precautions to protect the integrity of the Company's Confidential Information and to keep it confidential whether it is in written form, on electronic media or oral. The Executive shall not copy any Confidential Information except to the extent necessary to his employment nor remove any Confidential Information or copies thereof from the Company's premises except to the extent necessary to his employment and then only with the authorization of an officer of the Company. All records, files, materials and other Confidential Information obtained by the Executive in the course of his employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, its customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information the case may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work be. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will shall not, except (1) in connection with and as necessary for the required by his performance of his responsibilities hereunder duties under this Agreement, for any reason use for his own benefit or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order benefit of any person or a legal requirement, entity with which he may be associated or disclose any such Confidential Information to any person person, firm, corporation, association or other entity for any reason or purpose whatsoever, directly or indirectly, all or any part whatsoever without the prior written consent of the Confidential Information an Executive officer of the Company and its Affiliates. The Executive is not bound by (excluding the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive 's confidentiality obligations , if applicable).

Appears in 4 contracts

Samples: Employment Agreement (SFBC International Inc), Employment Agreement (UC Hub Group Inc), Employment Agreement (UC Hub Group Inc)

Confidentiality. The Because of Executive’s knowledge of and participation in executive issues and decisions as a result of Executive’s present and former executive positions, for purposes of Sections 9 and 10 of this Agreement, “Company” shall be interpreted to include Company and all of its direct and indirect subsidiaries. Executive recognizes covenants and acknowledges that certain assets agrees to hold in strictest confidence, and not disclose to any person, firm or company, without the express written consent of Company, any and all of Company’s confidential data, including but not limited to information and documents concerning Company’s business, clients, and suppliers, market methods, files, trade secrets, or other “know-how” or techniques or information not of a published nature or generally known (for the Company constitute Confidential Information duration they are not published or generally known) which shall come into Executive’s possession, knowledge, or custody concerning the business of Company, except as such disclosure may be required by law or in connection with Executive’s employment hereunder or except as such matters may have been known to Executive at the time of Executive’s employment by Company. The term "Confidential Information" as used in This covenant and agreement of Executive shall survive this Agreement shall mean all information which is known only and continue to be binding upon Executive after the Executive expiration or the Company termination of this Agreement, other employees whether by passage of time or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), otherwise so long as such information may exist from time to time, which the Executive acquired or obtained and data shall be treated as confidential by virtue of work performed for the Company , or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations .

Appears in 4 contracts

Samples: Employment Agreement (Insight Enterprises Inc), Employment Agreement (Insight Enterprises Inc), Employment Agreement (Insight Enterprises Inc)

Confidentiality. The Executive Advisor recognizes that during the course of Advisor's activities on behalf of the Company, it will accumulate certain proprietary and acknowledges that confidential information and trade secrets used in the Company's business and will have divulged to it certain confidential and proprietary information and trade secrets about the business, operations and prospects of the Company, which constitute valuable business assets of the Company constitute Confidential Information Company. The term "Confidential Information" as used in this Agreement shall mean all Advisor hereby acknowledges and agrees that such information, except for information which is known only in the public domain prior to Advisor’s receipt thereof, or which subsequently becomes part of the Executive public domain other than by Advisor’s breach of a confidentiality obligation, or the Company, other employees or others which Advisor can clearly demonstrate was in a confidential relationship with its possession prior to receipt thereof from the Company and any persons controlling, controlled was developed by Advisor or under common control received by Advisor from a third-party without breach of such third-parties confidentiality obligations with respect thereto (“Proprietary Information”) is confidential and proprietary and constitutes trade secret information and the Proprietary Information belongs to the Company (each and not to Advisor. Advisor agrees, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' extent not prohibited by law, that it shall not, at any time during or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term Term of this Agreement and one year after the expiration or termination of this Agreement ) , he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential disclose, and will not, except (1) as necessary for the performance of his responsibilities hereunder divulge or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever make known, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence person, or otherwise use or exploit in any manner any Proprietary Information obtained by Advisor under this Agreement, except in connection with and to the extent required by its performance of its duties hereunder for the breach by the Executive Company. Upon termination of his confidentiality obligations hereunder or is disclosed without an obligation this Agreement, Advisor shall deliver to Company all tangible displays and repositories of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations Proprietary Information.

Appears in 4 contracts

Samples: Trig Acquisition (Trig Acquisition 1, Inc), Advisory Agreement (Trig Acquisition 1, Inc), Advisory Agreement (Trig Acquisition 1, Inc)

Confidentiality. The Executive recognizes agrees that during and acknowledges that certain assets at all times after the Term, the Executive will keep secret all confidential matters and materials of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company (including its subsidiaries and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners affiliates), and relating to the Company' or any Affiliate's business ( including, without limitation, information regarding clients know- how, customers trade secrets, real estate plans and practices, individual office results, customer lists, pricing policies, methods operational methods, any information relating to the Company (including any of operation, proprietary computer programs, sales, its subsidiaries and affiliates) products, profits, costs, markets, key personnel, formulae, product applications, technical processes, customers and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment services and thereafter (including periods after the term of this Agreement), he will keep other business and maintain all Confidential Information and all of the financial affairs of the Company and its Affiliates confidential (collectively, the “Confidential Information”), to which the Executive had or may have access and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, not disclose such Confidential Information to any person for other than (i) the Company, its respective authorized employees and such other persons to whom the Executive has been instructed to make disclosure by the Board, (ii) as appropriate (as determined by the Executive in good faith) to perform his duties hereunder, or (iii) in compliance with legal process or regulatory requirements. “Confidential Information” will not include any reason information which is in the public domain during or purpose whatsoever after the Term, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive provided such information is not bound by in the restrictions in this paragraph with respect to any information that becomes public other than domain as a consequence of the breach disclosure by the Executive in violation of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations this Employment Agreement.

Appears in 4 contracts

Samples: Employment Agreement (Universal Hospital Services Inc), Employment Agreement (Universal Hospital Services Inc), Employment Agreement (Universal Hospital Services Inc)

Confidentiality. The Executive recognizes and acknowledges that certain assets in the course of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential his relationship with the Company and any persons controlling its related entities Newpark Drilling Fluids, controlled by or under common control with the Company (each Newpark Environmental Services, an "Affiliate") and their respective employees SOLOCO, officers and partners) Newpark Canada, and relating Newpark Water (the “ Related Entities ” or referred to collectively with Newpark Resources as the Company' or any Affiliate's business (including “ Company ”) he has in the past received, without limitation and may in the future receive, information regarding clients certain trade secrets, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, lists of customers and trade secrets), as such other confidential or proprietary information may exist from time to time, which and knowledge concerning the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs business of the Company and its Affiliates confidential, and will not, except Related Entities ( 1 hereinafter collective referred to as “ Confidential Information ”) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to which the Company unless required earlier by a court order desires to protect. Executive understands that the information is confidential and he agrees not to reveal the Confidential Information to anyone outside the Company so long as the confidential or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part secret nature of the Confidential Information shall continue, other than such disclosure as authorized by the Company or is made to a person transacting business with the Company who has reasonable need for such Confidential Information. Executive further agrees that he will at no time use the Confidential Information for or on behalf of any person other than the Company for any purpose. Executive further agrees to comply with the confidentiality and other provisions set forth in this Agreement, the terms of which are supplemental to any statutory or fiduciary or other obligations relating to these matters. On the termination of employment or his Employment Agreement, Executive shall surrender to the Company all papers, documents, writings and other property produced by him or coming into his possession by or through his relationship with the Company or relating to the Confidential Information and Executive agrees that all such materials will at all times remain the property of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations Company.

Appears in 4 contracts

Samples: Non Competition Agreement (Newpark Resources Inc), Ancillary Agreement (Newpark Resources Inc), Ancillary Agreement (Newpark Resources Inc)

Confidentiality. The Executive recognizes Global Partner agrees that both during the term of this Agreement and acknowledges that certain assets after the termination of this Agreement, Global Partner will hold in a fiduciary capacity for the benefit of the Company constitute Company, and will not directly or indirectly use or disclose (except as authorized in writing by the Company) any "Confidential Information ," as defined hereafter. The term "Confidential Information" as used in this Agreement shall mean all information which is known only and include any information, data and know-how relating to the Executive business of the Company or any member of the Company, other employees AMVESCO Group that is disclosed to Global Partner by the Company (or others in a confidential member of the AMVESCO Group) or known by him as a result of his relationship with the Company or any member of the AMVESCO Group and any persons controlling not generally within the public domain including, controlled but not limited to, all intellectual property and proprietary research developed by or under common control and/or known to Global Partner during his Employment with the Company AMVESCO Group ( each, an including the Company). The term " Affiliate") and their respective employees, officers and partners), and relating Confidential Information" does not include information that has become generally available to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods public by act of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as one who has the right to disclose such information may exist from time to time, which the Executive acquired through presentation or obtained by virtue otherwise without violating any right of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all any member of the affairs of AMVESCO Group or the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice client to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any which such information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations pertains.

Appears in 4 contracts

Samples: Employment Agreement (A I M Management Group Inc /De/), Employment Agreement (A I M Management Group Inc /De/), Employment Agreement (A I M Management Group Inc /De/)

Confidentiality. The Executive (a) recognizes that the business and acknowledges that certain assets financial records, customer and client lists, proprietary knowledge or data, intellectual property, trade secrets and confidential methods of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or operations of the Company, other employees or others in a confidential relationship with the Company its subsidiaries and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") its Affiliates and their respective employees successors, officers assigns and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets) nominees, as such information they may exist from time to time, time and which relate to the Executive acquired then conducted or obtained by virtue planned business of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company its subsidiaries and its Affiliates confidential or of entities with which the Company was or is expected to be affiliated during such periods, are valuable, special and will unique assets of the Company, access to and knowledge of which are essential to Executive’s performance with the Company; and (b) shall not, except (1) as necessary for during or after the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement Term, disclose any of such records, lists, knowledge, data, property, secrets, methods or information to any person Person for any reason or purpose whatsoever whatsoever (except for disclosures (x) compelled by law; provided that Executive promptly notifies the Board of any request for such information before disclosing the same, directly if practical, and (y) made as necessary in connection with the performance of his duties with the Company) or indirectly, all make use of any such property for his own purposes or for the benefit of any part Person except the Company. Executive acknowledges that a breach of the Confidential Information of this Section 7 may cause irreparable injury to the Company and its Affiliates for which monetary damages are inadequate, difficult to compute, or both. The Accordingly, Executive is not bound agrees that the provisions of this Section 7 may be enforced by the restrictions in this paragraph with respect to any information that becomes public specific performance or other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations injunctive relief.

Appears in 4 contracts

Samples: Employment Agreement (HII Technologies, Inc.), Employment Agreement (HII Technologies, Inc.), Employment Agreement (HII Technologies, Inc.)

Confidentiality. The Executive recognizes and acknowledges that certain assets (a) In the event of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement termination of the employment of the Executive, howsoever initiated, whether by the Corporation or the Executive, the Executive agrees to keep confidential all information of a confidential or proprietary nature concerning the Corporation, its subsidiaries and affiliates and their respective operations, opportunities, assets, finances, business and affairs and further agrees not to use such information for personal advantage, provided that nothing herein shall mean all prevent disclosure of information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, publicly available or which the Executive may acquire is required to be disclosed under appropriate statutes, rules of law or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations process.

Appears in 4 contracts

Samples: Executive Employment Agreement (Hemisphere Energy Corp), Executive Employment Agreement (Hemisphere Energy Corp), Executive Employment Agreement (Hemisphere Energy Corp)

Confidentiality. The Executive recognizes and Employee acknowledges that certain assets that, during the course of his employment with the Company, the Employee may receive special training and/or may be given access to or may become acquainted with Confidential Information (as hereinafter defined) of the Company. As used in this Section 5, “Confidential Information” of the Company constitute Confidential Information. The term "Confidential Information" as used means all Intellectual Property Rights not available in this Agreement shall mean the public domain, trade practices, business plans, price lists, supplier lists, customer lists, marketing plans, financial information, software and all other compilations of information which is known only relate to the Executive or business of the Company, other employees or others in a confidential relationship with to any of its subsidiaries, and which have not been disclosed by the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the public, or which are not otherwise generally available to the public. The Employee acknowledges that the Confidential Information of the Company ' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets) , as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company are valuable, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment confidential, special and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs unique assets of the Company and its Affiliates confidential subsidiaries, expensive to produce and will not, except (1) as necessary maintain and essential for the performance profitable operation of their respective businesses. The Employee agrees that, during the course of his responsibilities hereunder employment with the Company, or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement at any time thereafter, disclose to any person for any reason or purpose whatsoever he shall not, directly or indirectly, all communicate, disclose or divulge to any part Person (as such term is hereinafter defined), or use for his benefit or the benefit of the any Person, in any manner, any Confidential Information of the Company or its subsidiaries acquired during his employment with the Company or any other confidential information concerning the conduct and details of the businesses of the Company and its Affiliates subsidiaries, except as required in the course of his employment with the Company or as otherwise may be required by law. For purposes if this Agreement, “Person” shall mean any individual, partnership, corporation, trust, unincorporated association, joint venture, limited liability company or other entity or any government, governmental agency or political subdivision. All documents relating to the businesses of the Company and its affiliates including, without limitation, Confidential Information of the Company, whether prepared by the Employee or otherwise coming into the Employee’s possession, are the exclusive property of the Company and such respective subsidiaries, and must not be removed from the premises of the Company, except as required in the course of the Employee’s employment with the Company. The Executive is not bound Employee shall return all such documents (including any copies thereof) to the Company when the Employee ceases to be employed by the restrictions in Company or upon the earlier request of the Company or the Board. The Employee agrees not to disclose the terms of this paragraph with respect Agreement to any information that becomes public other than as a consequence non-officer employee of the breach by Company without the consent of the Chief Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations Officer.

Appears in 4 contracts

Samples: Employment Agreement (MAKO Surgical Corp.), Employment Agreement (MAKO Surgical Corp.), Employment Agreement (MAKO Surgical Corp.)

Confidentiality. (a) The Executive recognizes and acknowledges that certain assets in the course of his employment by the Company, he will or may have access to and become informed of confidential or proprietary information of the Company constitute and its Subsidiaries (“Confidential Information . The term "Confidential Information" as used in this Agreement shall mean all information ”), which is known only to the Executive or the Company a competitive asset, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business ( including, without limitation, information regarding clients (i) the terms of any agreement between the Company and any employee, customers customer or supplier, (ii) pricing policies strategy, methods of operation (iii) merchandising and marketing methods, (iv) product development ideas and strategies, (v) personnel training and development programs, (vi) financial results, (vii) strategic plans and demographic analyses, (viii) proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes and systems software, and trade secrets), as such (ix) any non-public information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for concerning the Company, its employees, suppliers or which the Executive may acquire or may have acquired knowledge of during the performance of said work customers. The Executive agrees that at he will keep all times Confidential Information in strict confidence during his employment and thereafter (including periods after the term of his employment by the Company and thereafter, and will never directly or indirectly make known, divulge, reveal, furnish, make available, or use any Confidential Information (except in the course of his regular authorized duties on behalf of the Company). The Executive agrees that the obligations of confidentiality under this Section 12 shall survive termination of the Executive’s employment with the Company regardless of any actual or alleged breach by the Company of this Agreement ) , he will keep until and maintain all unless any such Confidential Information and all shall have become, through no fault of the affairs Executive, generally known to the public or the Executive is required by lawful service of process, subpoena, court order, law or the rules or regulations of any regulatory body to which he is subject to make disclosure (after providing to the Company a copy of the documents seeking disclosure of such information and giving the Company prompt notice upon receipt of such documents and prior to their disclosure). All records, files, memoranda, reports, customer lists, drawings, plans, documents and the like relating to the Company’s business that the Executive uses, prepares or comes into contact with during the course of the Executive’s employment shall remain the sole property of the Company and and/or its Affiliates confidential affiliates, as applicable, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice shall be turned over to the Company unless required earlier by a court order upon termination of the Executive’s employment. The Executive’s obligations under this Section 12 are in addition to, and not in limitation of or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly preemption of, all or any part other obligations of confidentiality which the Confidential Information of Executive may have to the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder under general legal or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations equitable principles.

Appears in 4 contracts

Samples: Employment Agreement (HealthMarkets, Inc.), Employment Agreement (HealthMarkets, Inc.), Employment Agreement (HealthMarkets, Inc.)

Confidentiality. The Executive recognizes and acknowledges that certain assets that, by reason of --------------- his employment by the Company, he will have access to confidential information of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company and its subsidiaries and affiliates, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business ( including, without limitation, information regarding clients and knowledge pertaining to products, inventions, discoveries, improvements, innovations, designs, ideas, trade secrets, proprietary information, manufacturing, packaging, advertising, distribution and sales methods, sales and profit figures, customer and client lists and relationships between the Company, any of its subsidiaries or affiliates and dealers, distributors, sales representatives, wholesalers, customers, pricing policies clients, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, suppliers and trade secrets others who have business dealings with them ("Confidential Information") , as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work . The Executive agrees acknowledges that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all such Confidential Information is a valuable and all of the affairs unique asset of the Company and its Affiliates confidential subsidiaries and affiliates and covenants that, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process both during and after three days the Term, he will not disclose any Confidential Information to any person (except as his duties as an employee of the Company may require) without the prior notice written authorization of the Board. The obligation of confidentiality imposed by this Section 6 shall not apply to Confidential Information that otherwise becomes generally known in the industry or to the public through no act of the Executive in breach of this Agreement or any other party in violation of an existing confidentiality agreement with the Company unless or any subsidiary or affiliate or which is required earlier to be disclosed by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations applicable law.

Appears in 4 contracts

Samples: Employment Agreement (Consolidation Capital Corp), Employment Agreement (Consolidation Capital Corp), Employment Agreement (Consolidation Capital Corp)

Confidentiality. The Executive recognizes and acknowledges that certain assets (i) the primary businesses of the Company constitute Confidential Information. The term "Confidential Information" are its asset management business (managing assets through listed and private companies, funds, managed accounts and collateralized debt obligations) and its capital markets business (credit-related fixed income sales and trading as used well as new issue placements in corporate and securitized products) (the “Businesses”); (ii) the Company is one of the limited number of persons who have such a business; (iii) the Company’s Businesses are, in part, national and international in scope; (iv) the Executive’s work for the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Agreement shall mean all information which is known only Section 6 are essential to the Executive or business and goodwill of the Company ; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, other employees or others in a confidential relationship the Executive covenants and agrees during and after the period of the Executive’s employment with the Company and any persons controlling its affiliates, controlled by or under common control with the Company Executive ( each, an "Affiliate" x) shall keep secret and their respective employees, officers and partners), and retain in strictest confidence all confidential matters relating to the Company ' ’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any Affiliate's business of its affiliates ( including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes the “Confidential Company Information”), and trade secrets), as (y) shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment confidential and thereafter (including periods after the term without breach of this Agreement ), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations .

Appears in 4 contracts

Samples: Employment Agreement (COHEN & Co INC.), Employment Agreement (COHEN & Co INC.), Employment Agreement (Institutional Financial Markets, Inc.)

Confidentiality. During the Term and at all times thereafter, the Executive shall, and shall cause her affiliates and representatives to keep confidential and not disclose to any other person or entity or use for her own benefit or the benefit of any other person or entity any confidential proprietary information, technology, know-how, trade secrets (including all results of research and development), product formulas, industrial designs, franchises, inventions or other intellectual property regarding the Company or its business and operations (“Confidential Information”) in her possession or control. The Executive recognizes and acknowledges that certain assets obligations of the Executive under this Section 8(a) shall not apply to Confidential Information which (i) is or becomes generally available to the public without breach of the commitment provided for in this Section; (ii) is required to be disclosed by law, order or governmental authority; (iii) information that is independently developed by the Executive after termination of all employment with the Company constitute or its affiliates, without the use of or reliance on any Confidential Information and (iv) information which becomes known to the Executive after termination of all employment with the Company or its affiliates, on a non-confidential basis from a third-party source if such source was not subject to any confidentiality obligation; provided, however, that, in case of clause (ii), the Executive shall notify the Company as early as reasonably practicable prior to disclosure to allow the Company or its affiliates to take appropriate measures to preserve the confidentiality of such Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to During the Executive or the Company, other employees or others in a confidential relationship with the Company Term and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment thereafter, the Executive shall, and thereafter (including periods after shall cause her affiliates and her representatives to, keep confidential and not disclose to any other person or entity any of the term terms of this Agreement ), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not , except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to applicable law, in connection with the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach enforcement by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations her rights hereunder.

Appears in 3 contracts

Samples: Employment Agreement (Egalet Corp), Employment Agreement (Egalet Corp), Employment Agreement (Egalet Corp)

Confidentiality. The Executive recognizes and Consultant acknowledges that certain assets of his or her relationship with the Company constitute Confidential Information is one of high trust and confidence and that in the course of performing the Services hereunder he or she will have access to and contact with Proprietary Information (as hereinafter defined). The Consultant agrees that he or she will not, during the term of this Agreement or at any time thereafter, disclose to others, or use for his or her own benefit or the benefit of others, any Proprietary Information, except to such extent as may be necessary in the ordinary course of performing the Services under this Agreement. For purposes of this Agreement, " Confidential Proprietary Information" as used in this Agreement shall mean all information which is known only to the Executive (whether or not patentable or copyrightable) owned, possessed or used by the Company, other employees or others in a confidential relationship with the Company and including without limitation any persons controlling trade secrets, controlled by or under common control with the Company (each know-how, an "Affiliate") and their respective employees data, officers and partners) processes, formulas, methods, technology, pricing, and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, sales and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work marketing information. The Executive agrees that at all times during his employment and thereafter (including periods after the term of Consultant's obligations under this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is Section 4 shall not bound by the restrictions in this paragraph with respect apply to any information that (i) is or becomes known to the general public other than as a consequence of the under circumstances involving no breach by the Executive Consultant of his confidentiality obligations hereunder the terms of this Section 4, (ii) is generally disclosed to third parties by the Company without restriction on such third parties, or (iii) is disclosed without an obligation approved for release by written authorization of confidentiality the Board of Directors of the Company. Upon termination of this Agreement, or at any other time upon request by the Company, the Consultant shall promptly deliver to the Company all records, files, memoranda, notes, data, reports, price lists, customer lists, drawings, plans and other documents (and all copies or reproductions thereof) relating to the actual or anticipated business of the Company. The Executive can disclose all information Consultant acknowledges that any breach of the provisions of this Section 4 shall result in serious and irreparable injury to his personal advisors subject the Company for which the Company cannot be adequately compensated by monetary damages alone. The Consultant agrees, therefore, that, in addition to becoming liable for any violation other remedy it may have, the Company shall be entitled to enforce the specific performance of this Agreement by them the Consultant and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of Executive's confidentiality obligations proving actual damages.

Appears in 3 contracts

Samples: Consulting Agreement (American Dg Energy Inc), Consulting Agreement (Eurosite Power Inc.), Consulting Agreement (Tecogen Inc.)

Confidentiality. The Executive recognizes and acknowledges that certain assets During the Term of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement and for two years following termination of employment, for any reason, the Confidential Information shall mean all information which is known only to be held by the Executive or in the strictest confidence and shall not, without the prior express written consent of the Company, be disclosed to any person other employees than in connection with the Executive’s employment by the Company. The Executive further acknowledges that such Confidential Information as is acquired and used by the Company or others its subsidiaries or affiliates is a special, valuable, and unique asset. The Executive shall exercise all due and diligent precautions to protect the integrity of the Company’s Confidential Information and to keep it confidential whether it is in a confidential relationship written form, on electronic media, oral, or otherwise. The Executive shall not copy any Confidential Information except to the extent necessary to his employment, nor remove any Confidential Information or copies thereof from the Company’s premises except to the extent necessary to his employment. All records, files, materials, and other Confidential Information obtained by the Executive in the course of his employment with the Company are confidential and any persons controlling, controlled by or under common control with proprietary and shall remain the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to exclusive property of the Company ' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work . The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will shall not, except (1) in connection with and as necessary for the required by his performance of his responsibilities hereunder duties under this Agreement, for any reason use for his own benefit or (2) as required by judicial process and after three days prior notice to the benefit of any person or entity other than the Company unless required earlier by a court order or a legal requirement, disclose any such Confidential Information to any person person, firm, corporation, association, or other entity for any reason or purpose whatsoever, directly or indirectly, all or any part whatsoever without the prior express written consent of the Confidential Information an executive officer of the Company and its Affiliates. The Executive is not bound by (excluding the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive 's confidentiality obligations ).

Appears in 3 contracts

Samples: Executive Employment (Recruiter.com Group, Inc.), Executive Employment (Recruiter.com Group, Inc.), Executive Employment (Recruiter.com Group, Inc.)

Confidentiality. The Executive recognizes and Participant acknowledges that certain assets during the period of his or her employment with the Company or any Subsidiary of Affiliate, he or she shall have access to the Company’s Confidential Information (as defined below). All books of account, records, systems, correspondence, documents, and any and all other data, in whatever form, concerning or containing any reference to the works and business of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement or its affiliated companies shall mean all information which is known only belong to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with shall be given up to the Company (each whenever the Company requires the Participant to do so. The Participant agrees that the Participant shall not at any time during the term of the Participant’s employment or thereafter, an "Affiliate") and their respective employees, officers and partners), and relating to without the Company ' ’s prior written consent, disclose to any person (individual or entity) any information or any Affiliate's business trade secrets, plans or other information or data, in whatever form, (including, without limitation, information regarding clients, customers (a) any financing strategies and practices, pricing policies information and methods, methods of operation training and operational procedures, proprietary computer programs advertising, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes marketing, and trade secrets sales information or methodologies or financial information and (b) any Proprietary Information (as defined below)), as concerning the Company’s or any of its affiliated companies’ or customers’ practices, businesses, procedures, systems, plans or policies (collectively, “Confidential Information”), nor shall the Participant utilize any such information may exist from time to time Confidential Information in any way or communicate with or contact any such customer other than in connection with the Participant’s employment by the Company. The Participant hereby confirms that all Confidential Information constitutes the Company’s exclusive property, which and that all of the Executive acquired or obtained by virtue restrictions on the Participant’s activities contained in this Agreement and such other nondisclosure policies of work performed the Company are required for the Company , or which ’s reasonable protection. Confidential Information shall not include any information that has otherwise been disclosed to the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term public not in violation of this Agreement ), he will keep . This confidentiality provision shall survive the termination of this Restricted Share Agreement and maintain all shall not be limited by any other confidentiality agreements entered into with the Company or any of its affiliates. With respect to any Confidential Information that constitutes a “trade secret” pursuant to applicable law, the restrictions described above shall remain in force for so long as the particular information remains a trade secret or for the two year period immediately following termination of Participant’s employment for any reason, whichever is longer. With respect to any Confidential Information that does not constitute a “trade secret” pursuant to applicable law, the restrictions described above shall remain in force during Participant’s employment and for the two year period immediately following termination of Participant’s employment for any reason. The Participant agrees that the Participant shall promptly disclose to the Company in writing all information and inventions generated, conceived or first reduced to practice by him alone or in conjunction with others, during or after working hours, while in the employ of the Company (all of which is collectively referred to in this Agreement as “Proprietary Information”); provided, however, that such Proprietary Information shall not include (a) any information that has otherwise been disclosed to the affairs public not in violation of this Agreement and (b) general business knowledge and work skills of the Participant, even if developed or improved by the Participant while in the employ of the Company. All such Proprietary Information shall be the exclusive property of the Company and its Affiliates confidential, and will not, except (1) as necessary for is hereby assigned by the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice Participant to the Company. The Participant’s obligation relative to the disclosure to the Company unless required earlier by a court order of such Proprietary Information anticipated in this Section shall continue beyond the Participant’s termination of employment and the Participant shall, at the Company’s expense, give the Company all assistance it reasonably requires to perfect, protect and use its right to the Proprietary Information. For purposes of this Section, the “Company” refers to the Company and any incorporated or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part unincorporated affiliates of the Confidential Information Company, including any entity which becomes the Participant’s employer as a result of any reorganization or restructuring of the Company and its Affiliates for any reason. The Executive is Company shall be entitled, in connection with its tax planning or other reasons, to terminate the Participant’s employment (which termination shall not bound by the restrictions be considered a termination for any purposes of this Restricted Share Agreement, any employment agreement or otherwise) in this paragraph connection with respect to any information that becomes public other than as a consequence an invitation from another affiliate of the breach by Company to accept employment with such affiliate in which case the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information terms and conditions hereof shall apply to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations the Participant’s employment relationship with such entity mutatis mutandis.

Appears in 3 contracts

Samples: Restricted Share Agreement (GateHouse Media, Inc.), Restricted Share Agreement (GateHouse Media, Inc.), Restricted Share Agreement (GateHouse Media, Inc.)

Confidentiality. The Executive recognizes agrees that during and acknowledges that certain assets at all times after the Term, the Executive will keep secret all confidential matters and materials of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company (including its subsidiaries and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners affiliates), and relating to the Company' or any Affiliate's business ( including, without limitation, information regarding clients know- how, customers trade secrets, real estate plans and practices, individual office results, customer lists, pricing policies, methods operational methods, any information relating to the Company (including any of operation, proprietary computer programs, sales, its subsidiaries and affiliates) products, profits, costs, markets, key personnel, formulae, product applications, technical processes, customers and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment services and thereafter (including periods after the term of this Agreement), he will keep other business and maintain all Confidential Information and all of the financial affairs of the Company and its Affiliates confidential (collectively, the “Confidential Information”), to which the Executive had or may have access and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, not disclose such Confidential Information to any person for other than the Company, their respective authorized employees and such other people to whom the Executive has been instructed to make disclosure by the Board, in each case only to the extent required in connection with court process. “Confidential Information” will not include any reason information which is in the public domain during or purpose whatsoever after the Term, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive provided such information is not bound by in the restrictions in this paragraph with respect to any information that becomes public other than domain as a consequence of the breach disclosure by the Executive in violation of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations this Employment Agreement.

Appears in 3 contracts

Samples: Employment Agreement (Universal Hospital Services Inc), Employment Agreement (Universal Hospital Services Inc), Employment Agreement (Universal Hospital Services Inc)

Confidentiality. The Executive recognizes and acknowledges that certain assets in the course of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential his relationship with the Company and any persons controlling its related entities Newpark Drilling Fluids, controlled by or under common control with the Company (each Newpark Environmental Services, an "Affiliate") and their respective employees SOLOCO, officers and partners) Newpark Canada, and relating Newpark Water (the “Related Entities” or referred to collectively with Newpark Resources as the Company ' or any Affiliate's business (including ”) he has in the past received, without limitation and may in the future receive, information regarding clients certain trade secrets, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, lists of customers and trade secrets), as such other confidential or proprietary information may exist from time to time, which and knowledge concerning the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs business of the Company and its Affiliates confidential, and will not, except Related Entities ( 1 hereinafter collective referred to as “Confidential Information”) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to which the Company unless required earlier by a court order desires to protect. Executive understands that the information is confidential and he agrees not to reveal the Confidential Information to anyone outside the Company so long as the confidential or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part secret nature of the Confidential Information shall continue, other than such disclosure as authorized by the Company or is made to a person transacting business with the Company who has reasonable need for such Confidential Information. Executive further agrees that he will at no time use the Confidential Information for or on behalf of any person other than the Company for any purpose. Executive further agrees to comply with the confidentiality and other provisions set forth in this Agreement, the terms of which are supplemental to any statutory or fiduciary or other obligations relating to these matters. On the termination of employment or his Employment Agreement, Executive shall surrender to the Company all papers, documents, writings and other property produced by him or coming into his possession by or through his relationship with the Company or relating to the Confidential Information and Executive agrees that all such materials will at all times remain the property of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations Company.

Appears in 3 contracts

Samples: Non Competition Agreement (Newpark Resources Inc), Ancillary Agreement (Newpark Resources Inc), Ancillary Agreement (Newpark Resources Inc)

Confidentiality. The Executive recognizes agrees that during and acknowledges that certain assets at all times after the Term, the Executive will keep secret all confidential matters and materials of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company (including its subsidiaries and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners affiliates), and relating to the Company' or any Affiliate's business ( including, without limitation, information regarding clients know-how, customers trade secrets, real estate plans and practices, individual office results, customer lists, pricing policies, methods operational methods, any information relating to the Company (including any of operation, proprietary computer programs, sales, its subsidiaries and affiliates) products, profits, costs, markets, key personnel, formulae, product applications, technical processes, customers and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment services and thereafter (including periods after the term of this Agreement), he will keep other business and maintain all Confidential Information and all of the financial affairs of the Company and its Affiliates confidential (collectively, the "Confidential Information"), to which the Executive had or may have access and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, not disclose such Confidential Information to any person for other than the Company, their respective authorized employees and such other people to whom the Executive has been instructed to make disclosure by the Board, in each case only to the extent required in connection with court process. "Confidential Information" will not include any reason information which is in the public domain during or purpose whatsoever after the Term, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive provided such information is not bound by in the restrictions in this paragraph with respect to any information that becomes public other than domain as a consequence of the breach disclosure by the Executive in violation of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations this Employment Agreement.

Appears in 3 contracts

Samples: Employment Agreement (Universal Hospital Services Inc), Employment Agreement (Universal Hospital Services Inc), Employment Agreement (Universal Hospital Services Inc)

Confidentiality. Following termination of employment, the Confidential Information shall be held by the Executive in the strictest confidence and shall not, without the prior express written consent of the Company, be disclosed to any person other than in connection with the Executive’s employment by the Company. The Executive recognizes and further acknowledges that certain assets such Confidential Information as is acquired and used by the Company or its affiliates is a special, valuable and unique asset. The Executive shall exercise all due and diligent precautions to protect the integrity of the Company’s Confidential Information and to keep it confidential whether it is in written form, on electronic media, oral, or otherwise. The Executive shall not copy any Confidential Information except to the extent necessary to his employment nor remove any Confidential Information or copies thereof from the Company’s premises except to the extent necessary to his employment and then only with the authorization of an officer of the Company constitute (excluding the Executive). All records, files, materials and other Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to Information obtained by the Executive or in the course of his employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company, other employees its Clients, or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets) subjects, as such information the case may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work be. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will shall not, except (1) in connection with and as necessary for the required by his performance of his responsibilities hereunder duties under this Agreement, for any reason use for his own benefit or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order benefit of any person or a legal requirement, entity with which he may be associated or disclose any such Confidential Information to any person person, firm, corporation, association or other entity for any reason or purpose whatsoever, directly or indirectly, all or any part whatsoever without the prior express written consent of the Confidential Information an executive officer of the Company and its Affiliates. The Executive is not bound by (excluding the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive 's confidentiality obligations ).

Appears in 3 contracts

Samples: Employment Agreement (SFBC International Inc), Employment Agreement (SFBC International Inc), Employment Agreement (SFBC International Inc)

Confidentiality. The Executive recognizes agrees and acknowledges that certain assets that, by reason of the nature of his duties as an officer and employee, he will have or may have access to and become informed of confidential and secret information which is a competitive asset of the Company constitute ("CONFIDENTIAL INFORMATION"), including without limitation, technology, any lists of customers, financial statistics, research data or any other statistics and plans contained in profit plans, capital plans, critical issue plans, strategic plans or marketing or operation plans or other trade secrets of the Company and any of the foregoing which belong to any person or company but to which the Executive has had access by reason of his employment relationship with the Company. The Executive agrees faithfully to keep in strict confidence, and not, either directly or indirectly, to make known, divulge, reveal, furnish, make available or use (except for use in the regular course of his employment duties) any such Confidential Information. The term "Confidential Information" as used in this Agreement shall mean Executive acknowledges that all manuals, instruction books, price lists, information which is known only to the Executive or the Company, and records and other employees or others in a confidential relationship with the Company information and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and aids relating to the Company ' or any Affiliate 's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes business, and trade secrets), as such information may exist from time any and all other documents containing Confidential Information furnished to time, which the Executive by the Company or otherwise acquired or obtained developed by virtue the Executive, shall at all times be the property of work performed for the Company . Upon termination of the Employment Period, the Executive shall return to the Company any such property or documents which are in his possession, custody or control, but his obligation of confidentiality shall survive such termination of the Employment Period until and unless any such Confidential Information shall have become, through no fault of the Executive, generally known to the trade. The obligations of the Executive under this subsection are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order under general legal or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations equitable principles.

Appears in 3 contracts

Samples: Employment Agreement (Genetic Vectors Inc), Employment Agreement (Genetic Vectors Inc), Executive Employment Agreement (Pharmasystems Holdings Corp)

Confidentiality. The Executive recognizes and acknowledges that certain assets (i) the primary businesses of the Company constitute Confidential Information. The term "Confidential Information" as used are its health and beauty aids business (the “Business”); (ii) the Company is one of the limited number of persons who have such a business; (iii) the Company’s Business is, in part, national and international in scope; (iv) the Executive’s work for the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Agreement shall mean all information which is known only Section 6 are essential to the Executive or business and goodwill of the Company ; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, other employees or others in a confidential relationship the Executive covenants and agrees during and after the period of the Executive’s employment with the Company and any persons controlling its affiliates, controlled by or under common control with the Company Executive ( each, an "Affiliate" x) shall keep secret and their respective employees, officers and partners), and retain in strictest confidence all confidential matters relating to the Company ' ’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any Affiliate's business of its affiliates ( including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes the “Confidential Company Information”), and trade secrets), as (y) shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment confidential and thereafter (including periods after the term without breach of this Agreement ), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations .

Appears in 3 contracts

Samples: Employment Agreement (Cca Industries Inc), Employment Agreement (Cca Industries Inc), Employment Agreement (Cca Industries Inc)

Confidentiality. The Executive recognizes acknowledges that, during the Term, the Executive may receive special training and/or may be given access to or may become acquainted with Confidential Information and acknowledges that certain assets Trade Secrets (as hereinafter defined) of the Company. As used in this Section 5, “Confidential Information and Trade Secrets” of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean means all trade practices, business plans, price lists, supplier lists, customer lists, marketing plans, financial information, software and all other compilations of information which is known only relate to the Executive or business of the Company, other employees or others in a confidential relationship with to any of its affiliates, customers or suppliers, and which have not been disclosed by the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the public, or which are not otherwise generally available to the public. The Executive acknowledges that the Confidential Information and Trade Secrets of the Company ' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets) , as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company are valuable, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment confidential, special and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs unique assets of the Company and its Affiliates confidential affiliates, expensive to produce and will not, except (1) as necessary maintain and essential for the performance profitable operation of their respective businesses. The Executive agrees that, during the course of his responsibilities hereunder employment with the Company, or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement at any time thereafter, disclose to any person for any reason or purpose whatsoever he shall not, directly or indirectly, all communicate, disclose or divulge to any Person (as hereinafter defined), or use for his benefit or the benefit of any Person, in any manner, any Confidential Information or Trade Secrets of the Company or its affiliates acquired during his employment with the Company or any other confidential information concerning the conduct and details of the businesses of the Company and its affiliates except in the course of performing his duties hereunder or with the Company’s express written consent; provided, however, that the restrictions above shall not apply to that part of the Confidential Information and Trade Secrets that is or becomes generally available to the public other than as a result of an improper disclosure by the Executive or is available, or becomes available, to the Executive on a non-confidential basis, but only if the source of such information is not to the Executive’s knowledge prohibited from transmitting the information to the Executive by a contractual, legal, fiduciary, or other obligation or that the Executive is required to disclose such Confidential Information and Trade Secrets by applicable law, regulation or legal process. All documents relating to the businesses of the Company and its Affiliates affiliates including, without limitation, Confidential Information and Trade Secrets of the Company, whether prepared by the Executive or otherwise coming into the Executive’s possession, are the exclusive property of the Company and such respective affiliates, and must not be removed from the premises of the Company, except as required in the course of the Executive’s employment with the Company. The Executive is not bound shall return all such documents (including any copies thereof) to the Company when the Executive ceases to be employed by the restrictions Company, provided the Company requests so in writing anytime during the Term of this paragraph with respect to Agreement and/or any information that becomes public other than as a consequence Additional Employment Term or five (5) days after the termination of this Agreement or upon the earlier request of the breach by Company or the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations Board.

Appears in 3 contracts

Samples: Employment Agreement (Cryo Cell International Inc), Employment Agreement (Cryo Cell International Inc), Employment Agreement (Cryo Cell International Inc)

Confidentiality. The Executive recognizes It is specifically understood and acknowledges agreed that certain assets some of --------------- the Company's business activities are secret in nature and constitute trade secrets, or are otherwise confidential and/or proprietary in nature, including but not limited to the Company's "know-how," methods of business and operations, and property and financial analyses and reports (all such information, "Proprietary Information"). All of the Company's Proprietary Information is and shall be the sole property of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement for its own exclusive use and benefit, and Executive agrees that upon termination of his employment for any reason whatsoever, he shall mean all information which is known only return to the Company all Proprietary Information in his possession or under his control. Executive further agrees that he shall hold all of the Company's Proprietary Information in strictest confidence and shall not at any time, either during or after his employment by the Company, other employees use or others in disclose, or permit the use or disclosure of, the same for his own benefit or for the benefit of others, unless authorized to do so by the Company's written consent or by a confidential relationship with contract or agreement to which the Company is a party or by which it is bound. The provisions of this Section 9 shall perpetually survive the termination of the Agreement, and any persons controlling, controlled Executive shall likewise be bound by or under common control with all other agreements between him and the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating in any way to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods protection of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company , or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive 's confidentiality obligations Proprietary Information.

Appears in 3 contracts

Samples: Employment Agreement (Bre Properties Inc /Md/), Employment Agreement (Bre Properties Inc /Md/), Employment Agreement (Bre Properties Inc /Md/)

Confidentiality. Following termination of employment for any reason, the Confidential Information shall be held by the Executive in the strictest confidence and shall not, without the prior express written consent of the Company, be disclosed to any person other than in connection with the Executive’s employment by the Company. The Executive recognizes and further acknowledges that certain assets such Confidential Information as is acquired and used by the Company or its affiliates is a special, valuable and unique asset. The Executive shall exercise all due and diligent precautions to protect the integrity of the Company’s Confidential Information and to keep it confidential whether it is in written form, on electronic media, oral, or otherwise. The Executive shall not copy any Confidential Information except to the extent necessary to his employment nor remove any Confidential Information or copies thereof from the Company’s premises except to the extent necessary to his employment and then only with the authorization of an officer of the Company constitute (excluding the Executive). All records, files, materials and other Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to Information obtained by the Executive or in the course of his employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company, other employees its Customers, or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets) subjects, as such information the case may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work be. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will shall not, except (1) in connection with and as necessary for the required by his performance of his responsibilities hereunder duties under this Agreement, for any reason use for his own benefit or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order benefit of any person or a legal requirement, entity with which he may be associated or disclose any such Confidential Information to any person person, firm, corporation, association or other entity for any reason or purpose whatsoever, directly or indirectly, all or any part whatsoever without the prior express written consent of the Confidential Information an executive officer of the Company and its Affiliates. The Executive is not bound by (excluding the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive 's confidentiality obligations ).

Appears in 3 contracts

Samples: Employment Agreement (As Seen on TV, Inc.), Employment Agreement (As Seen on TV, Inc.), Employment Agreement (As Seen on TV, Inc.)

Confidentiality. The Executive recognizes and acknowledges that certain assets the Company, its subsidiaries and its affiliates continually develop Confidential Information, that the Executive may develop Confidential Information for the Company or its affiliates and that the Executive may learn of Confidential Information during the course of his employment. The Executive will comply with the policies and procedures of the Company constitute for protecting Confidential Information. The Information and, for the term "Confidential Information" hereof and thereafter, will not disclose to any person (except as used in this Agreement shall mean all information which is known only required by any statutory or regulatory requirement or mandatory court order, subpoena or other legal process, and except to any person required for the Executive or the Company, other employees or others in a confidential relationship with proper performance of his duties and responsibilities to the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners its affiliates), and relating or use for his own benefit or gain or otherwise use in a manner adverse to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs interests of the Company and its Affiliates confidential affiliates, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach obtained by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information incident to his personal advisors subject to becoming liable for employment or other association with the Company or any violation by them of Executive's confidentiality obligations its affiliates.

Appears in 3 contracts

Samples: Employment Agreement (Freedom Securities Corp /De/), Employment Agreement (Freedom Securiteis Corp /De/), Employment Agreement (Freedom Securities Corp /De/)

Confidentiality. For a period of three years following termination of employment, the Confidential Information shall be held by the Executive in the strictest confidence and shall not, without the prior written consent of the Company, be disclosed to any person other than in connection with the Executive's employment by the Company. The Executive recognizes and further acknowledges that certain assets such Confidential Information as is acquired and used by the Company or its affiliates is a special, valuable and unique asset. The Executive shall exercise all due and diligence precautions to protect the integrity of the Company's Confidential Information and to keep it confidential whether it is in written form, on electronic media or oral. The Executive shall not copy any Confidential Information except to the extent necessary to his employment nor remove any Confidential Information or copies thereof from the Company's premises except to the extent necessary to his employment and then only with the authorization of an officer of the Company. All records, files, materials and other Confidential Information obtained by the Executive in the course of his employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets) its Customers, as such information the case may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work be. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will shall not, except (1) in connection with and as necessary for the required by his performance of his responsibilities hereunder duties under this Agreement, for any reason use for his own benefit or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order benefit of any person or a legal requirement, entity with which he may be associated or disclose any such Confidential Information to any person person, firm, corporation, association or other entity for any reason or purpose whatsoever, directly or indirectly, all or any part whatsoever without the prior written consent of the Confidential Information an executive officer of the Company and its Affiliates. The Executive is not bound by (excluding the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive 's confidentiality obligations , if applicable).

Appears in 3 contracts

Samples: Employment Agreement (1-800 Attorney Inc), Employment Agreement (1-800 Attorney Inc), Employment Agreement (1-800 Attorney Inc)

Confidentiality. The Executive recognizes You shall keep in strict confidence and acknowledges that certain assets shall not disclose or make available to third parties any information, technical data, know-how or documents relating to (i) your services under this Agreement or (ii) the research, developments, inventions, processes, trade secrets, data, techniques, designs, drawings, products, product plans, services, customers, marketing, software, finances, business methods, business or affairs or confidential or proprietary information of the Company constitute (other than information in the public domain through no fault of your own) (collectively, “Confidential Information . The term "Confidential Information" as used in this Agreement shall mean all information which is known only to ”), except with the Executive or prior written consent of the Company, other employees or others in a confidential relationship with and you shall only use Confidential Information as necessary to perform services on behalf of the Company and under this Agreement or any persons controlling other agreement pursuant to which you are providing services on behalf of the Company. Upon termination of this Agreement, controlled by you will destroy or under common control with return to the Company (each all documents and other materials related to the services provided hereunder or furnished to you by the Company provided that, an "Affiliate") in the event of your continued service to the Company in another capacity following the termination of this Agreement, you shall be permitted to retain any such property to the extent it is necessary to fulfill your obligations to the Company in such other capacity, subject to the terms and their respective employees, officers and partners), and relating conditions governing such continued service to the Company ' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work . The Executive agrees that at all times during his employment and thereafter (including periods after the term Your obligations under this Paragraph 7 shall survive termination of this Agreement), he will keep and maintain all Confidential Information and all Agreement for a period of three (3) years from the affairs date of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations termination.

Appears in 3 contracts

Samples: Advisory Board Member Agreement (G1 Therapeutics, Inc.), Advisory Board Member Agreement (G1 Therapeutics, Inc.), Advisory Board Member Agreement (G1 Therapeutics, Inc.)

Confidentiality. The Executive recognizes acknowledges and acknowledges that certain assets agrees that, as a result of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only performance of his duties hereunder and his performance of duties prior to the Executive date hereof, he has and/or will develop, make use of, acquire and have access to knowledge of a special, unique, non-public or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and proprietary nature relating to the Company ' or any Affiliate's business ( , including, without limitation, pricing and marketing strategy and customer and supplier lists and information regarding clients (collectively, customers "Confidential Information") and that such Confidential Information constitutes valuable, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, special and trade secrets), as such information may exist from time unique property to time, which the Executive acquired or obtained by virtue of work performed for the Company . As a material inducement to the Company's entering into this Agreement, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive covenants and agrees that he will not, at all times any time during his employment and thereafter (including periods or after the term of this Agreement ), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever , directly or indirectly, all use, divulge or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public disclose (other than as a consequence required by law), in any manner or for any purpose whatsoever, any Confidential Information, other than for the sole benefit of the breach by Company. Executive shall use his best efforts to take all measures necessary to prevent any person from directly or indirectly using, divulging or disclosing such Confidential Information. Executive shall, upon termination of the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable Employment Period for any violation by them of Executive's confidentiality obligations reason, immediately surrender and turn over to the Company any and all books, reports, accounts, records, correspondence and other information constituting or incorporating Confidential Information that are in his possession, without retaining any copy, summary or extract thereof on any storage medium whatsoever.

Appears in 3 contracts

Samples: Employment Agreement (Quality Food Centers Inc), Employment Agreement (Quality Food Centers Inc), Employment Agreement (Quality Food Centers Inc)

Confidentiality. The Executive recognizes and acknowledges that certain assets During the Term of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement and following termination of employment, for any reason, the Confidential Information shall mean all information which is known only to be held by the Executive or in the strictest confidence and shall not, without the prior express written consent of the Company, be disclosed to any person other employees than in connection with the Executive’s employment by the Company. The Executive further acknowledges that such Confidential Information as is acquired and used by the Company or others its subsidiaries or affiliates is a special, valuable and unique asset. The Executive shall exercise all due and diligent precautions to protect the integrity of the Company’s Confidential Information and to keep it confidential whether it is in a confidential relationship written form, on electronic media, oral, or otherwise. The Executive shall not copy any Confidential Information except to the extent necessary to her employment nor remove any Confidential Information or copies thereof from the Company’s premises except to the extent necessary to her employment. All records, files, materials and other Confidential Information obtained by the Executive in the course of her employment with the Company are confidential and any persons controlling, controlled by or under common control with proprietary and shall remain the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods exclusive property of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, its Students, or which subjects, as the Executive case may acquire or may have acquired knowledge of during the performance of said work be. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will shall not, except (1) as necessary for the performance of his responsibilities hereunder or (2) in connection with and as required by judicial process and after three days prior notice to her performance of her duties under this Agreement, for any reason use for her own benefit or the benefit of any person or entity other than the Company unless required earlier by a court order or a legal requirement, disclose any such Confidential Information to any person person, firm, corporation, association or other entity for any reason or purpose whatsoever, directly or indirectly, all or any part whatsoever without the prior express written consent of the Confidential Information an executive officer of the Company and its Affiliates. The Executive is not bound by (excluding the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive 's confidentiality obligations ).

Appears in 3 contracts

Samples: Indemnification Agreement (Aspen Group, Inc.), Employment Agreement (Aspen Group, Inc.), Employment Agreement (Aspen Group, Inc.)

Confidentiality. The Executive recognizes You shall keep in strict confidence and acknowledges that certain assets shall not disclose or make available to third parties any information, technical data, know-how or documents relating to (i) your services under this Agreement or (ii) the research, developments, inventions, processes, trade secrets, data, techniques, designs, drawings, products, product plans, services, customers, marketing, software, finances, business methods, business or affairs or confidential or proprietary information of the Company constitute Confidential Information. The term (other than information in the public domain through no fault of your own) (collectively, "Confidential Information " as used in this Agreement shall mean all information which is known only to "), except with the Executive or prior written consent of the Company, other employees or others in a confidential relationship with and you shall only use Confidential Information as necessary to perform services on behalf of the Company and under this Agreement or any persons controlling other agreement pursuant to which you are providing services on behalf of the Company. Upon termination of this Agreement, controlled by you will destroy or under common control with return to the Company (each all documents and other materials related to the services provided hereunder or furnished to you by the Company provided that, an "Affiliate") in the event of your continued service to the Company in another capacity following the termination of this Agreement, you shall be permitted to retain any such property to the extent it is necessary to fulfill your obligations to the Company in such other capacity, subject to the terms and their respective employees, officers and partners), and relating conditions governing such continued service to the Company ' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work . The Executive agrees that at all times during his employment and thereafter (including periods after the term Your obligations under this Paragraph 7 shall survive termination of this Agreement), he will keep and maintain all Confidential Information and all Agreement for a period of three (3) years from the affairs date of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations termination.

Appears in 3 contracts

Samples: Advisor Agreement (G1 Therapeutics, Inc.), Advisor Agreement (G1 Therapeutics, Inc.), Advisory Board Member Agreement (G1 Therapeutics, Inc.)

Confidentiality. (1) The Executive recognizes and acknowledges that certain assets of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company Employee will not, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment Term and thereafter (including periods after following the term termination of this Agreement ), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever , directly or indirectly, all use or furnish to anyone (save and except as otherwise required by law or in the ordinary course of performing his employment duties for the Corporation in accordance with the terms of this Agreement) any part proprietary, secret or confidential information or trade-secrets relating to the business of the Confidential Information Corporation (or its Affiliates), including but not limited to, information relating to processes, or contracts involved in the business of the Company and Corporation (or its Affiliates ), or the design, production, sale, or distribution of any products of the Corporation, or the personnel of the Corporation or their compensation or employment arrangements, or the identity of or products purchased, or prices paid by, customers of the Corporation ("CONFIDENTIAL DATA"). The Executive is not bound Employee expressly acknowledges and agrees that all Confidential Data and all memoranda, notes, records, charts, formulae, client lists, price lists, marketing plans, financial information and other documents made, received, held or used by the restrictions Employee during the course of his employment is the property of the Corporation and shall be delivered by the Employee to the Corporation upon request at any time during the course of employment and upon the termination of his employment, if requested. The Employee acknowledges that he is in a position of trust and subject to a fiduciary duty to use the Confidential Data only in the performance of his employment duties hereunder. Notwithstanding the foregoing provisions of this paragraph with respect Section, Confidential Data shall be deemed for all purposes of this Agreement to not include any information or trade-secrets that becomes public become publicly-known other than as a consequence result of the breach public disclosure by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations Employee.

Appears in 3 contracts

Samples: Employment Agreement (Tarpon Industries, Inc.), Employment Agreement (Tarpon Industries, Inc.), Employment Agreement (Tarpon Industries, Inc.)

Confidentiality. The Executive recognizes shall not, during the Employment Period or for two years after the Employment Period (and acknowledges that certain assets for an indefinite period for Confidential Information composed of trade secrets of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company , other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners ), and relating to the Company' or disclose any Affiliate's business Confidential Information ( including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1 is defined herein) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person Person for any reason or purpose whatsoever, directly or indirectly, all or any part other than in connection with the performance of the Executive’s duties under this Agreement. The term “Confidential Information Information” shall mean all confidential information of or relating to the Company and any of its Affiliates . The Executive , including without limitation, financial information and data, business plans and information regarding prospects and opportunities (such as, by way of example only, client and customer lists and acquisition, disposition, expansion, product development and other strategic plans), but does not include any information that is not bound or becomes public knowledge by means other than the restrictions Executive’s breach or nonobservance of the Executive’s obligations described in this paragraph Section 8.1. Notwithstanding the foregoing, the Executive may disclose such Confidential Information as he may be legally required to do so on the advice of counsel in connection with any legal or regulatory proceeding; provided, however, that the Executive shall provide the Company with prior written notice of any such required or potentially required disclosure and shall cooperate with the Company and use their best efforts under such circumstances to obtain appropriate confidential treatment of any such Confidential Information that may be so required to be disclosed in connection with any such legal or regulatory proceeding. In no event shall an asserted violation of the provisions of this Section 8 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement during or with respect to any information that becomes public other than as a consequence the Change of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations Control Period.

Appears in 3 contracts

Samples: Employment Agreement (Wellman Inc), Employment Agreement (Wellman Inc), Employment Agreement (Wellman Inc)

Confidentiality. 10.2.1 The Executive recognizes acknowledges that, as a result of his status as a Director of and acknowledges that certain assets as Chief Executive Officer of the Company, he has, or will have, access to and possession of important confidential information and knowledge as to the business of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company and its affiliates, other employees or others in a confidential relationship with including, but not limited to: knowledge of products of the Company and any persons controlling its affiliates, controlled patents, technology, know-how, marketing and operating strategies, licensing and other agreements, financial results and projections, future plans, the provisions of other important contracts entered into by or under common control with the Company (each and its affiliates, an "Affiliate") possible acquisitions and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work similar information. The Executive agrees that at all times during his employment such knowledge and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all information constitutes a vital part of the affairs business of the Company and its Affiliates confidential, are by their nature trade secrets and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice confidential information proprietary to the Company unless required earlier by a court order or a legal requirement (collectively, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates Information”). The Executive is agrees that he shall not bound by divulge, communicate, furnish or make accessible (whether orally or in writing or in books, articles or any other medium) to any individual, firm, partnership or corporation, any Confidential Information without the restrictions consent of the Company’s Board of Directors. As used in this paragraph with respect to AGREEMENT, the term, “Confidential Information” shall not include any knowledge or information that the Executive can demonstrate: (i) is or becomes public available to others, other than as a consequence result of the breach by the Executive of this Article 10; (ii) was available to the Executive on a non-confidential basis prior to its disclosure to the Executive through his status as an officer or employee of the Company; or (iii) becomes available to the Executive on a non-confidential basis from a third party (other than the Company, its affiliates and any of their representatives) who is not bound by any confidentiality obligations hereunder to the Company or is disclosed without an obligation any of confidentiality its affiliates. The Executive can disclose all information to understands and agrees that he must also execute and fully comply with the Company’s Proprietary Information and Inventions Agreement as a condition of his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations employment.

Appears in 3 contracts

Samples: Employment Agreement (Mitek Systems Inc), Employment Agreement (Mitek Systems Inc), Employment Agreement (Mitek Systems Inc)

Confidentiality. Following termination of employment, the Confidential Information shall be held by the Executive in the strictest confidence and shall not, without the prior express written consent of the Company, be disclosed to any person other than in connection with the Executive’s employment by the Company. The Executive recognizes and further acknowledges that certain assets such Confidential Information as is acquired and used by the Company or its affiliates is a special, valuable and unique asset. The Executive shall exercise all due and diligent precautions to protect the integrity of the Company’s Confidential Information and to keep it confidential whether it is in written form, on electronic media, oral, or otherwise. The Executive shall not copy any Confidential Information except to the extent necessary to his employment nor remove any Confidential Information or copies thereof from the Company’s premises except to the extent necessary to his employment and then only with the authorization of an executive officer of the Company constitute (excluding the Executive). All records, files, materials and other Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to Information obtained by the Executive or in the course of his employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company, other employees its Customers, or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets) subjects, as such information the case may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work be. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will shall not, except (1) in connection with and as necessary for the required by his performance of his responsibilities hereunder duties under this Agreement, for any reason use for his own benefit or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order benefit of any person or a legal requirement, entity with which he may be associated or disclose any such Confidential Information to any person person, firm, corporation, association or other entity for any reason or purpose whatsoever, directly or indirectly, all or any part whatsoever without the prior express written consent of the Confidential Information an executive officer of the Company and its Affiliates. The Executive is not bound by (excluding the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive 's confidentiality obligations ).

Appears in 3 contracts

Samples: Employment Agreement (Options Media Group Holdings, Inc.), Employment Agreement (Options Media Group Holdings, Inc.), Employment Agreement (Options Media Group Holdings, Inc.)

Confidentiality. The Executive recognizes At all times, both during my Engagement and acknowledges that certain assets of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term Cessation of this Agreement) my Engagement, he will keep and maintain all Confidential Information and all of whether the affairs of the Company and its Affiliates confidential cessation is voluntary or involuntary, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever no reason, directly or indirectly by disability, I will keep in strictest confidence and trust all Proprietary Information, and I will not disclose or use or permit the use or disclosure of any part Proprietary Information or Rights pertaining to Proprietary Information, or anything related thereto, without the prior written consent of the Confidential Information Company, except as may be necessary in the ordinary course of performing my duties for the Company or to enforce any of my rights under my Employment Agreement. I recognize that the Company has received and in the future will receive from third parties (including Business Partners) their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree that I owe the Company and its Affiliates. The Executive is such third parties (including Business Partners), during my Engagement and after the Cessation of my Engagement, a duty to hold all such confidential or proprietary information in the strictest confidence, and I will not bound by disclose or use or permit the restrictions in this paragraph with respect to use or disclosure of any such confidential or proprietary information that becomes public other than as a consequence without the prior written consent of the breach by Company, except as may be necessary in the Executive ordinary course of his confidentiality obligations hereunder performing my duties for the Company consistent with the Company’s agreement with such third party or is disclosed without an obligation to enforce any of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations my rights under my Employment Agreement or otherwise.

Appears in 3 contracts

Samples: Employment Agreement (Caladrius Biosciences, Inc.), Employment Agreement (NeoStem, Inc.), Employment Agreement (Caladrius Biosciences, Inc.)

Confidentiality. The Executive recognizes and acknowledges that certain assets of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company ( each, an "Affiliate" a) and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times he shall not disclose, during his employment the Term and thereafter (including periods after thereafter, without the term of this Agreement), he will keep and maintain all Confidential Information and all prior written consent of the affairs Company, to anyone outside of the Company and its Affiliates confidential subsidiaries any confidential matters of the Company or its subsidiaries or their predecessors for as long as such matters remain confidential and not generally known to the public, including without limitation, trade secrets, customer lists, pricing policies, operating methods, any proprietary information of any nature or any information concerning the business of, or any customer, representative, agent or employee of, the Company or its subsidiaries or their predecessors that was obtained by the Executive in the course of his employment by the Company or its subsidiaries or their predecessors (“Confidential Information”), unless such disclosure is made as a proper part of performing his duties for the Company. The Executive further agrees that if his employment by the Company is terminated for any reason, he will not take with him, but will leave with and deliver to the Company, any and all records and papers of whatever nature that relate to his employment by the Company or bear any information about the Company or its subsidiaries or their predecessors, including but not limited to all Confidential Information. All such Confidential Information is and will not remain the exclusive property of the Company. Without limiting the foregoing, except (1) as necessary for purposes of this Agreement, the performance of his responsibilities hereunder or (2) as required by judicial process terms “trade secrets” and after three days prior notice to the Company unless required earlier by a court order or a legal requirement “Confidential Information” include, disclose to any person for any reason or purpose whatsoever but are not limited to, directly or indirectly processes, all methods, techniques, systems, formulas, patents, models, devices, compilations, customer lists or any part information of the Confidential Information of whatever nature that gives to the Company and its Affiliates. The Executive is subsidiaries an opportunity to obtain an advantage over a competitor who did not bound by the restrictions in this paragraph with respect to any information that becomes public know or use it, and other than as a consequence matters which, without breach of the breach by Executive’s obligations, are not generally known to the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations public.

Appears in 3 contracts

Samples: Employment Agreement (Ia Global Inc), Employment Agreement (Ia Global Inc), Employment Agreement (Ia Global Inc)

Confidentiality. The Executive recognizes and acknowledges that certain assets During the period of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship Employee’s employment with the Company and any persons controlling at all times after the termination of his employment, controlled by Employee shall keep secret and retain in strictest confidence, and shall not use for the benefit of himself or under common control others (except in connection with the business and affairs of the Company (each, an "Affiliate") and their respective employees, officers and partners or its Affiliates), and all confidential information relating to the Company or to the business of any of the Company ' or any Affiliate's business ( ’s Affiliates, including, without limitation but not limited to, information regarding clients “know-how,” trade secrets, customers customer lists, supplier and vendor lists, lease agreements, lessors to and/or lessees of the Company, financial or business information, pricing policies, methods of operation operational methods, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae marketing plans or strategies, product applications development techniques or plans, technical budgets, business acquisition plans, processes, designs and trade secrets) design projects, as such information may exist from time inventions and research projects, and other business affairs relating to time, which the Executive acquired Company or obtained to any Affiliate of the Company learned by virtue of work performed for Employee in connection with his employment with the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice shall not disclose them to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information anyone outside of the Company and its Affiliates , either during or after employment by the Company or any of its Affiliates, except: (i) as required in the course of performing his duties under this Agreement; or (ii) with the Company’s written consent. The Executive Notwithstanding the foregoing, the obligations of Employee in this Section 7 shall not apply to confidential information: (a) which at the date hereof or thereafter becomes a matter of public knowledge without breach by Employee of this Agreement; or (b) which is obtained by Employee from a person (other than the Company or an Affiliate of the Company) under circumstances permitting its disclosure to others; or (c) which was already known by Employee prior to its disclosure to him by the Company as evidenced by contemporaneous written documentation. Any information of the Company or any of its Affiliates which is not bound readily available to the public shall be considered to be a trade secret of the Company unless the Company advises Employee otherwise in writing. Employee acknowledges that all of the Confidential Information is proprietary to the Company, and is a special, valuable and unique asset of the business of the Company, and that Employee's past, present and future employment by the restrictions in this paragraph Company has created, creates, and will continue to create, a relationship of confidence and trust between Employee and the Company with respect to the Confidential Information. Furthermore, Employee shall immediately notify the Company of any information which comes to his attention which might indicate that there has been a loss of confidentiality with respect to any information that becomes public other than as a consequence of the breach by Confidential Information. In such event, Employee shall take all reasonable steps within his power to limit the Executive scope of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations such loss.

Appears in 3 contracts

Samples: Employment Agreement (Digi Outdoor Media Inc.), Employment Agreement (Digi Outdoor Media Inc.), Employment Agreement (Digi Outdoor Media Inc.)

Confidentiality. The Executive recognizes shall not, prior to and acknowledges that certain assets for two years after the Termination Date (and for an indefinite period for Confidential Information composed of trade secrets of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or the Company , other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners ), and relating to the Company' or disclose any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person Person for any reason or purpose whatsoever, directly or indirectly, all or any part other than in connection with the performance of the Executive’s duties under this Agreement. The term “Confidential Information Information” shall mean all confidential information of or relating to the Company and any of its Affiliates . The Executive is , including, without limitation, financial information and data business plans and information regarding prospects and opportunities, but does not bound by the restrictions in this paragraph with respect to include any information that is or becomes public knowledge by means other than as a consequence the Executive’s breach or nonobservance of the breach by Executive’s obligations described in this Section 5.1. Notwithstanding the foregoing, the Executive may disclose such Confidential Information as he or she may be legally required to do so on the advice of counsel in connection with any legal or regulatory proceeding; provided, however, that the Executive shall provide the Company with prior written notice of any such required or potentially required disclosure and shall cooperate with the Company and use his confidentiality obligations hereunder or is her best efforts under such circumstances to obtain appropriate confidential treatment of any such Confidential Information that may be so required to be disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for in connection with any violation by them of Executive's confidentiality obligations such legal or regulatory proceeding.

Appears in 3 contracts

Samples: Separation Agreement (St Joe Co), Separation Agreement (St Joe Co), Separation Agreement (St Joe Co)

Confidentiality. The Executive recognizes and acknowledges that certain assets shall not, as of the Company constitute Effective Date through the Employment Period or for two years after the Employment Period (and for an indefinite period for Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive or Information composed of trade secrets of the Company , other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners ), and relating to the Company' or disclose any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person Person for any reason or purpose whatsoever, directly or indirectly, all or any part other than in connection with the performance of the Executive’s duties under this Agreement. The term “Confidential Information Information” shall mean all confidential information of or relating to the Company and any of its Affiliates . The Executive is , including without limitation, financial information and data, business plans and information regarding prospects and opportunities, but does not bound by the restrictions in this paragraph with respect to include any information that is or becomes public knowledge by means other than as a consequence the Executive’s breach or nonobservance of the breach by Executive’s obligations described in this Section 8.1. Notwithstanding the foregoing, the Executive may disclose such Confidential Information as he/she may be legally required to do so on the advice of his confidentiality obligations hereunder counsel in connection with any legal or is regulatory proceeding; provided, however, that the Executive shall provide the Company with prior written notice of any such required or potentially required disclosure and shall cooperate with the Company and use their best efforts under such circumstances to obtain appropriate confidential treatment of any such Confidential Information that may be so required to be disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for in connection with any violation by them of Executive's confidentiality obligations such legal or regulatory proceeding.

Appears in 3 contracts

Samples: Employment Agreement (St Joe Co), Employment Agreement (St Joe Co), Form of Employment Agreement (St Joe Co)

Confidentiality. The Executive recognizes acknowledges that, during the Term, the Executive may receive special training and/or may be given access to or may become acquainted with Confidential Information and acknowledges that certain assets Trade Secrets (as hereinafter defined) of the Company. As used in this Section 5, “Confidential Information and Trade Secrets” of the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean means all trade practices, business plans, price lists, supplier lists, customer lists, marketing plans, financial information, software and all other compilations of information which is known only relate to the Executive or business of the Company, other employees or others in a confidential relationship with to any of its affiliates, customers or suppliers, and which have not been disclosed by the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the public, or which are not otherwise generally available to the public. The Executive acknowledges that the Confidential Information and Trade Secrets of the Company ' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets) , as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company are valuable, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment confidential, special and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs unique assets of the Company and its Affiliates confidential affiliates, expensive to produce and will not, except (1) as necessary maintain and essential for the performance profitable operation of his responsibilities hereunder their respective businesses. The Executive agrees that, during the course of her employment with the Company, or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement at any time thereafter, disclose to any person for any reason or purpose whatsoever she shall not, directly or indirectly, all communicate, disclose or divulge to any Person (as hereinafter defined), or use for her benefit or the benefit of any Person, in any manner, any Confidential Information or Trade Secrets of the Company or its affiliates acquired during her employment with the Company or any other confidential information concerning the conduct and details of the businesses of the Company and its affiliates except in the course of performing her duties hereunder or with the Company’s express written consent; provided, however, that the restrictions above shall not apply to that part of the Confidential Information and Trade Secrets that is or becomes generally available to the public other than as a result of an improper disclosure by the Executive or is available, or becomes available, to the Executive on a non-confidential basis, but only if the source of such information is not to the Executive’s knowledge prohibited from transmitting the information to the Executive by a contractual, legal, fiduciary, or other obligation or that the Executive is required to disclose such Confidential Information and Trade Secrets by applicable law, regulation or legal process. All documents relating to the businesses of the Company and its Affiliates affiliates including, without limitation, Confidential Information and Trade Secrets of the Company, whether prepared by the Executive or otherwise coming into the Executive’s possession, are the exclusive property of the Company and such respective affiliates, and must not be removed from the premises of the Company, except as required in the course of the Executive’s employment with the Company. The Executive is not bound shall return all such documents (including any copies thereof) to the Company when the Executive ceases to be employed by the restrictions Company, provided the Company requests so in writing anytime during the Term of this paragraph with respect to Agreement and/or any information that becomes public other than as a consequence Additional Employment Term or five (5) days after the termination of this Agreement or upon the earlier request of the breach by Company or the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations Board.

Appears in 3 contracts

Samples: Employment Agreement (Cryo Cell International Inc), Employment Agreement (Cryo Cell International Inc), Employment Agreement (Cryo Cell International Inc)

Confidentiality. The Executive recognizes and acknowledges that certain assets Employee shall not divulge to anyone, either during or at any time after the Term, any information constituting a trade secret or other confidential information acquired by it concerning the Company, any subsidiary or other affiliate of the Company constitute Confidential Information. The term Company, except in the performance of his duties hereunder, including but not limited to its licensees, revenues, business systems and processes ("Confidential Information " as used in this Agreement shall mean all information which "). The Employee acknowledges that any Confidential Information is known only of great value to the Executive or the Company, other employees or others in a confidential relationship with and upon the termination of its engagement the Employee shall redeliver to the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of other data in his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations possession.

Appears in 2 contracts

Samples: Employment Agreement (Candies Inc), Employment Agreement (Candies Inc)

Confidentiality. The Executive recognizes All documents, records, techniques, trade secrets and acknowledges that certain assets of other information which have come into the Executive's possession from time to time during his employment by the Company constitute Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information which is known only be deemed to the Executive or the Company, other employees or others in a be confidential relationship with and proprietary to the Company and shall not be disseminated by the Executive to any persons controlling, controlled third party at any time either before or after his employment by or under common control with the Company (each, an "Affiliate") and their respective employees, officers and partners), and relating terminates except to the Company' or any Affiliate extent necessary to the Executive's business (including, without limitation, information regarding clients, customers, pricing policies, methods proper performance of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), his duties as such information may exist from time to time, which the Executive acquired or obtained by virtue an executive of work performed for the Company , or which the Executive may acquire or may have acquired knowledge of during the performance of said work . The Executive further agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of to retain in confidence any confidential information known to him concerning the Company and its Affiliates confidential subsidiaries and corporate affiliates and their respective businesses so long as such information is not in the public domain. (For purposes of this paragraph, information shall not be deemed in the public domain if its initial disclosure constituted a breach of confidentiality.) The Executive further agrees that upon his termination, he will promptly return to the Company any Company documents or articles. The obligations of the Executive under this Section 5 shall be in addition to, and will not shall not limit, any other obligation of the Executive to the Company with respect to the matters set forth herein or otherwise, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations law.

Appears in 2 contracts

Samples: Termination Benefits Agreement (First Alert Inc), Termination Benefits Agreement (First Alert Inc)

Confidentiality. The Executive recognizes and Consultant acknowledges that certain assets by reason of his duties as a consultant to the Company he has or will have access to and become informed of confidential and secret information which is a competitive asset of the Company constitute Confidential Information. The term (collectively "Confidential Information " as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an "Affiliate ") and their respective employees, officers and partners), and relating to the Company' or any Affiliate's business ( including, without limitation, (a) information regarding clients concerning concepts for products and services and products and services data, customers (b) corporate planning data, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes (c) the Company's financial results and business condition, and (d) any other information which constitutes a "trade secrets), as such information may exist from time secret" under the Uniform Trade Secrets Act. Consultant agrees to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment keep in strict confidence and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, either directly or indirectly, all to make known, divulge, reveal, furnish, make available or use any part Confidential Information, except for use in Consultant's regular authorized duties on behalf of the Company. Consultant acknowledges that all documents and other property including or reflecting Confidential Information furnished to Consultant by the Company or otherwise acquired or developed by the Company shall at all times be the property of the Company. Consultant agrees that upon termination of Consultant's consulting services to the Company, for any reason, Consultant shall return to the Company any such documents or other property (including copies, summaries or analyses of the foregoing) containing Confidential Information which are in his or her possession, custody or control. Consultant further agrees that Consultant's obligations of confidentiality hereunder shall survive any termination of Consultant's consulting services to the Company. For the purposes of this Section 9, Confidential Information shall not include information which has become, through no fault of Consultant, generally known to the public, and its Affiliates Consultant, if required by law to make disclosure of Confidential Information to a court of competent jurisdiction, may make such disclosure after providing the Company with reasonable notice and an opportunity to contest such requirement. The Executive is obligations of Consultant under this Section 9 are in addition to, and not bound by in limitation of or preemption of, all other obligations of confidentiality which he may have to the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive's confidentiality obligations Company under general legal and equitable principles.

Appears in 2 contracts

Samples: Consulting Agreement (Osiris Therapeutics Inc), Consulting Agreement (Osiris Therapeutics Inc)