Common use of Confidentiality Clause in Contracts

Confidentiality. Executive agrees that Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity, other than in the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

Appears in 11 contracts

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

Confidentiality. Executive Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that Executive will not that, directly subject to the following sentence, Participant shall not during his or indirectly her Service (except in connection with the proper performance of his or her duties) and thereafter, use, make available, sell without the prior written consent of the Corporation, disclose or otherwise communicate to any person or entity, other than entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Executive Participant’s assigned duties hereunder Service. This paragraph shall not be applicable if and for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive extent Participant is required to disclose testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by applicable Participant by any law, regulation or legal process (provided order of any court or regulatory commission, department or agency. Participant further agrees that Executive provides if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Company with prior notice Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order Corporation or other appropriate protection an Affiliate. For purposes of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry, the equities industry, the foreign currency exchange industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Participant from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or otherwise required to do so under applicable law. In addition, nothing in this Agreement limits Participant’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages to Participant). Pursuant to the Defend Trade Secrets Act of 2016 (18 USC § U.S.C. 1833(b) ), an individual may Participant shall not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret: (i) secret that is made in confidence to a government official, either directly or indirectly indirectly to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law. Participant shall not be held criminally or civilly liable under any federal or state trade secret law or (ii) for the disclosure of a trade secret made in a complaint complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that If Participant files a lawsuit or other action alleging retaliation by the Corporation or an individual suing an employer Affiliate for retaliation based on the reporting of a suspected violation of law law, Participant may disclose a the trade secret to his or her attorney and use the trade secret information in the court proceeding proceeding or other action, so long as if Participant files any document containing the trade secret is filed under seal and the individual does not disclose the trade secret secret, except pursuant to court order . This paragraph will govern to the extent it may conflict with any other provision of this Agreement.

Appears in 11 contracts

Samples: Restricted Stock Unit Award Agreement (Cboe Global Markets, Inc.), Restricted Stock Unit Award Agreement (Cboe Global Markets, Inc.), Restricted Stock Unit Award Agreement (Cboe Global Markets, Inc.)

Confidentiality. Executive agrees acknowledges that Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity, other than in the course of Executive’s assigned duties hereunder and for the benefit continued success of the Employer Company depends upon the use and protection of a large body of confidential, either while Executive is employed by the Company hereunder or at any time thereafter proprietary, any business and technical information or and/or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to secret information that (i) was is related to the Company’s or its subsidiaries’ current or potential business and (ii) is not generally known or publicly available. All of such confidential, proprietary and trade secret information now existing or developed during Executive’s employment with the Company will be referred to as “Confidential Information.” Confidential Information includes, without specific limitation, the confidential, proprietary and trade secret information, that is obtained by Executive during the course of his or her employment, and that relates to the business and affairs of the Company and its subsidiaries, or of customers of the Company, or to any of their development, transition and transformation plans, methodologies and methods of doing business, strategic, marketing and expansion plans, including plans regarding planned and potential sales, financial and business plans, confidential employee lists and contact information, compensation and incentive structures and strategies, or to their confidential sales information, including volumes, pricing, and margins, new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of providing service, products or support. Executive agrees that he or she shall not disclose, at any time (including after his employment ends), to any unauthorized person or use for his own account any of such Confidential Information without the prior written consent of the Company’s Board of Directors, unless and to the extent that any Confidential Information is required (or permitted as provided below) to be disclosed pursuant to any applicable law or court order. Confidential Information will not be deemed to include information (i) that is or becomes available to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act other than as a result of a breach of this Agreement by Executive or any other person, (ii) that becomes available to Executive following termination of Executive’s representatives; employment from a third party that has no confidentiality obligation to the Company related to such information, or (iii) that is independently developed by Executive is required following termination of employment from other sources of available information or Executive’s general knowledge, without reference to disclose by applicable law or use of the Confidential Information. Pursuant to the Defend Trade Secrets Act of 2016, regulation or legal process (provided the parties hereto acknowledge and agree that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may shall not be held liable under any have criminal or civil federal liability under any Federal or state State trade secret law for the disclosure of a trade secret: secret that (i) is made (x) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and In addition, if Executive further acknowledge that an individual suing an employer files a lawsuit for retaliation based on by the Company or any of its subsidiaries for reporting of a suspected violation of law law, Executive may disclose a the trade secret to his attorney and may use the trade secret information in the court proceeding, so long as if Executive (A) files any document containing the trade secret is filed under seal and the individual (B) does not disclose the trade secret secret, except pursuant to court order . Executive has the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities Exchange Commission (“SEC”) and/or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement or otherwise is intended to prohibit Executive from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and Executive may do so without notifying the Company. Neither the Company nor any of its subsidiaries may retaliate against Executive for any of these activities, and nothing in this Agreement or otherwise requires Executive to waive any monetary award or other payment that Executive might become entitled to from the SEC or any other governmental entity. Moreover, nothing in this Agreement or otherwise prohibits Executive from notifying the Company that Executive is going to make a report or disclosure to law enforcement.

Appears in 11 contracts

Samples: Retention Bonus Agreement (Nationstar Mortgage Holdings Inc.), Waiver and Release Agreement (Nationstar Mortgage Holdings Inc.), Waiver and Release Agreement (Nationstar Mortgage Holdings Inc.)

Confidentiality. Executive agrees recognizes and acknowledges that personal information and knowledge thereof regarding the customers of the Bank and its Affiliates are protected by state and federal law and the Privacy Principles of the Bank and its Affiliates, as amended from time to time (collectively, “Protected Customer Information”), and that customer lists, trade secrets, nonpublic financial information, and nonpublic past, present, planned or considered business activities of the Bank and its Affiliates and any plans for such business activities (collectively, “Proprietary Information”) are valuable, special and unique assets of the Bank. Executive will not, directly during or indirectly, use, make available, sell after the Employment Period, disclose any Protected Customer Information or otherwise communicate Proprietary Information or his knowledge thereof to any person or entity, Legal Entity other than in the course Bank of Executive’s assigned duties hereunder and any Affiliate, or use any Protected Customer Information or Proprietary Information to the detriment of the Bank, any Affiliate or any of their respective customers or employees, or for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter himself, any business and technical information person or trade secrets any Legal Entity, nonpublic for any reason or purpose whatsoever. Notwithstanding the foregoing, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that may (i) disclose and use information that becomes publicly known through no wrongful act or omission of Executive, but only if the disclosure of such information is not restricted by any applicable state or federal laws or regulations and the information is not received from a person who was known or is bound by an obligation not to the public prior to its disclosure to Executive disclose such information; (ii) becomes generally known to the public disclose and use any financial, banking, business or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive economic principles, concepts or any of Executive’s representatives ideas that do not constitute Protected Customer Information or Proprietary Information; or (iii) Executive is disclose any information regarding the business activities of the Bank or its Affiliates to a governmental authority pursuant to a formal written request made by such governmental authority; and (iv) disclose any information required to disclose be disclosed by Executive pursuant to an order or judicial process issued by a court of competent jurisdiction; provided, however, that to the extent not prohibited by applicable state or federal law, regulation Executive shall provide the Bank or legal process the applicable Affiliate with at least ten ( provided that Executive provides the Company with 10) days’ prior written notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything his intention to the contrary contained in this Agreement, disclose information pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: subparagraph ( i iii) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or ( ii iv) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order this Section 8(c).

Appears in 11 contracts

Samples: Employment Agreement (BankFinancial CORP), Employment Agreement (BankFinancial CORP), Employment Agreement (BankFinancial CORP)

Confidentiality. The Executive hereby covenants and agrees that Executive that, except as specifically requested or directed by the Company, he will not, directly or indirectly, use, make available, sell, not disclose or otherwise communicate to any person not employed by the Company, or entity use in connection with engaging in competition with the Company, any confidential or proprietary information (as defined below) of the Company. For purposes of this Agreement, the term "confidential or proprietary information" will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by the Executive's breach of this Section 9) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company's financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, consulting solutions and processes, and all other secrets and all other information of a confidential or proprietary nature which is protected by the Uniform Trade Secrets Act. For purposes of the preceding two sentences, the term "Company" will also include any Subsidiary (collectively, the "Restricted Group"). The foregoing obligations imposed by this Section 9 will not apply (i) in the course of Executive’s assigned duties hereunder the business of and for the benefit of the Employer Company, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes if such confidential or proprietary information has become, through no fault of the Executive, generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; public, or (iii) if the Executive is required by law to disclose by applicable law, regulation or legal process make disclosure ( provided that Executive provides after giving the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of an opportunity to contest such information requirement). The Company and Executive acknowledge that Notwithstanding the foregoing, notwithstanding anything to the contrary contained nothing in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal Agreement restricts or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for prohibits the purpose of Executive from reporting or investigating a suspected violation possible violations of law or (ii) in a complaint regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or from making other document filed in a lawsuit disclosures that are protected under state or other proceeding, if such filing is made under seal federal law or regulation. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose need the trade secret except pursuant prior authorization of the Company to court order make such reports or disclosures. The Executive is not required to notify the Company that the Executive has made any such reports or disclosures.

Appears in 9 contracts

Samples: Change in Control Severance Agreement (CONSOL Energy Inc), Change in Control Severance Agreement (CONSOL Energy Inc), Change in Control Severance Agreement (CNX Resources Corp)

Confidentiality. Executive agrees acknowledges that the Company owns and shall own and has developed and shall develop proprietary information concerning its business and the business of its subsidiaries and affiliates and each of their employees, customers and clients (“Proprietary Information”). Such Proprietary Information includes, among other things, trade secrets, financial information, product plans, customer lists, marketing plans, systems, manuals, training materials, forecasts, inventions, improvements, know-how and other intellectual property, in each case, relating to the Company’s business. Executive will not shall, directly at all times, both during employment by the Company and thereafter, keep all Proprietary Information in confidence and trust and shall not use or indirectly disclose any Proprietary Information without the written consent of the Company, use, make available, sell, disclose or otherwise communicate to any person or entity, other than except as necessary in the ordinary course of Executive’s assigned duties hereunder duties. Executive shall keep the terms of this Agreement in confidence and for the benefit of the Employer trust and shall not disclose such terms, either while Executive is employed except to Executive’s family, accountants, financial advisors, or attorneys, or as otherwise authorized or required by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating law. The Parties acknowledge that pursuant to the Employer whether Defend Trade Secrets Act of 2016 (the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b “DTSA”), an individual may not be held criminally or civilly liable under any criminal or civil federal Federal or state trade secret law for disclosure of a trade secret: secret that (i) is made (A) in confidence to a government official Federal, state or local governmental authority, either directly or indirectly, or to an attorney , ; and (B) solely for the purpose of reporting or investigating a suspected violation of law applicable law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company Under the DTSA, any employee, contractor, or consultant who is found to have wrongfully misappropriated trade secrets (as the terms “misappropriate” and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information secret” are defined in the court proceeding DTSA) may be liable for, so long as any document containing the trade secret is filed under seal among other things, exemplary damages and the individual does not disclose the trade secret except pursuant to court order attorneys’ fees.

Appears in 9 contracts

Samples: Employment Agreement (BMC Stock Holdings, Inc.), Employment Agreement (BMC Stock Holdings, Inc.), Employment Agreement (BMC Stock Holdings, Inc.)

Confidentiality. Executive acknowledges and agrees that all nonpublic information concerning the business of the Company or any of its affiliates including without limitation, nonpublic information relating to it or its affiliates’ products, customer lists, pricing, trade secrets, patents, business methods and cost data, business plans, strategies, drawings, designs, nonpublic information regarding product development, marketing plans, sales plans, manufacturing plans, management organization (including but not limited to nonpublic data and other information relating to members of the Board, the Company or any of their affiliates or to management of the Company or any of its affiliates), operating policies or manuals, financial records, design or other nonpublic financial, commercial, business or technical information (i) relating to the Company or any of its affiliates or (ii) that the Company or any of its affiliates may receive belonging to suppliers, customers or others who do business with the Company or any of its affiliates (collectively, the “Confidential Information”) is and shall remain the property of the Company. Executive will not recognizes and agrees that all of the Confidential Information, directly whether developed by Executive or indirectly, use, make available, sell, disclose or otherwise communicate made available to any person or entity Executive, other than (i) information that is generally known to the public, (ii) information already properly in the course of Executive’s assigned duties hereunder and possession on a non-confidential basis from a source other than the Company or its affiliates, which source to Executive’s knowledge is not prohibited from disclosing such information by a legal, contractual or other obligation of confidentiality to the Company or its affiliates, or (iii) information that can be demonstrated by Executive to have been independently developed by Executive without the benefit of Confidential Information from the Company or its affiliates, is a unique asset of the business of the Company, the disclosure of which would be damaging to the Company. Accordingly, Executive agrees to use such Confidential Information only for the benefit of the Employer, either while Company. Executive is employed by agrees that during the Company hereunder Employment Period and until the sixth anniversary of the date of termination or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during expiration Executive’s employment hereunder with the Company or its affiliates, Executive will not directly or indirectly, disclose to any person or entity any Confidential Information, other than information described in clauses (i), (ii) and (iii) above, except as may be required in the ordinary course of business of the Company or as may be required by law or government authority. If disclosure of any Confidential Information is requested or required by legal process, civil investigative demand, formal or informal governmental investigation or otherwise . The foregoing will not apply to information that , Executive agrees (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides notify the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with promptly in writing so that the Company in seeking may seek a protective order or other appropriate protection of remedy, and to cooperate fully, as may be reasonably requested by the Company, in the Company’s efforts to obtain such information). The Company a protective order or other appropriate remedy, and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint shall comply with any such protective order or other document filed in remedy if obtained. Information concerning the business of the Company or any of its affiliates that becomes public as a lawsuit or other proceeding result of Executive’s breach of this Section 6 shall be treated as Confidential Information under this Section 6. Notwithstanding any provision herein to the contrary, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret the terms of this Agreement to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed extent necessary to enforce its rights under seal and the individual does not disclose the trade secret except pursuant to court order this Agreement.

Appears in 8 contracts

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

Confidentiality. Executive agrees that Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity, other than shall hold in the course of Executive’s assigned duties hereunder and a fiduciary capacity for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary all secret or confidential information, knowledge or data relating to the Employer whether the foregoing will Company or any of its affiliates, and their respective businesses, employees, suppliers or customers, which shall have been obtained by Executive during Executive’s employment hereunder by the Company and which shall not be or otherwise become public knowledge (“Confidential Information”). The foregoing will not apply to information that (i) was known to During the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any Term and after termination of Executive’s representatives; employment with the Company, Executive shall not, without the prior written consent of the Company or (iii) Executive is as otherwise may be required to disclose by applicable law, regulation law or legal process ( provided provided, that Executive provides shall give the Company with prior reasonable notice of such process, and the contemplated disclosure and cooperates at ability to contest it) or as may be necessary, in Executive’s reasonable discretion, to discharge his duties to the Company ’s cost with , communicate or divulge any Confidential Information to anyone other than the Company and those designated by it. Notwithstanding the above, this Agreement shall not prevent Executive from revealing evidence of criminal wrongdoing to law enforcement or prohibit Executive from divulging Confidential Information by order of court or agency of competent jurisdiction, or from making other disclosures that are protected under the provisions of law or regulation. Nothing in seeking a protective order this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any Inspector General, or making other appropriate protection disclosures that are protected under the whistleblower provisions of applicable law or regulation. Executive does not need the prior authorization of the Company to make any such information). The Company reports or disclosures, and Executive acknowledge that is not required to notify the Company that Executive has made such reports or disclosure. Executive acknowledges and agrees that the Company has provided Executive with written notice below that the Defend Trade Secrets Act, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC U.S.C. § 1833(b), provides an individual may not be held liable under any criminal or civil federal or state trade secret law immunity for the disclosure of a trade secret: (i) made in confidence secret to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a report suspected violation violations of law or (ii) and/or in a complaint or other document filed in a lawsuit or other proceeding an anti-retaliation lawsuit, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. follows:

Appears in 8 contracts

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

Confidentiality. Executive agrees that As a consequence of Executive’s employment by the Company, Executive will not be privy to the highest level of confidential and proprietary business information of the Company and its affiliates, not generally known by the public or within the industry and which, thereby, gives the Company and its affiliates a competitive advantage and which has been the subject of reasonable efforts by the Company and its affiliates to maintain such confidentiality. Except as required by law or as expressly authorized by the Company in furtherance of Executive’s employment duties, Executive shall not at any time, during Executive’s employment with the Company (whether or not such employment continues beyond the Employment Term) or thereafter, directly or indirectly, indirectly use, make available disclose, sell or take any action which may result in the use or disclosure of, disclose any Confidential Information. “Confidential Information” as used in this Agreement, includes all non-public confidential competitive, pricing, marketing, proprietary and other information or materials relating or belonging to the Company or any of its affiliates (whether or not reduced to writing), including without limitation all confidential or proprietary information furnished or disclosed to or otherwise communicate to any person or entity, other than obtained by Executive in the course of Executive’s assigned duties hereunder employment, and for further includes without limitation: computer programs; patented or unpatented inventions, discoveries and improvements; marketing, organizational, operating and business plans; strategies; research and development; policies and manuals; sales forecasts; personnel information (including without limitation the benefit identity of Company employees, their responsibilities, competence and abilities, and compensation); medical information about employees; pricing and nonpublic financial information; current and prospective customer lists and information on customers or their employees; information concerning planned or pending acquisitions, investments or divestitures; and information concerning purchases of major equipment or property. Confidential Information does not include information that lawfully is or becomes generally and publicly known outside of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during its affiliates other than through Executive’s employment hereunder breach of this Agreement or otherwise breach by any person of some other obligation. The foregoing will not apply Nothing herein prohibits Executive from disclosing Confidential Information as legally required pursuant to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public a validly issued subpoena or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive order of a court or any administrative agency of Executive’s representatives; or (iii) Executive is required to disclose by applicable law competent jurisdiction, regulation or legal process ( provided that Executive provides shall first promptly notify the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking if Executive receives a protective subpoena, court order or other appropriate order requiring any such disclosure, to allow the Company to seek protection therefrom in advance of any such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order legally compelled disclosure.

Appears in 8 contracts

Samples: Executive Employment Agreement (Tronc, Inc.), Executive Employment Agreement (Tronc, Inc.), Executive Employment Agreement (Tribune Publishing Co)

Confidentiality. Executive agrees hereby acknowledges that the Company has made and will make available to Executive will not certain customer lists, directly or indirectly product design information, use, make available, sell, disclose or otherwise communicate to any person or entity, performance standards and other than in the course of Executive’s assigned duties hereunder and for the benefit confidential and/or proprietary information of the Employer Company or licensed to the Company, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or including without limitation trade secrets, nonpublic copyrighted materials and/or financial information of the Company (or any of its Affiliates), proprietary or confidential information including without limitation, knowledge or financial statements, reports and data relating to (collectively, the Employer whether “Confidential Material”); however, Confidential Material does not include any of the foregoing will have been obtained by Executive during Executive’s employment hereunder items which has become publicly known or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes made generally known to the public or in the Employer’s industry subsequent to disclosure to Executive available through no wrongful act of Executive or of others who were under confidentiality obligations as to the item or items involved. Except as essential to Executive’s obligations under this Agreement, neither Executive nor any agent, employee, officer, or independent contractor of or retained by Executive shall make any disclosure of this Agreement, the terms of this Agreement, or any of the Confidential Material. Except as essential to Executive’s representatives; obligations under this Agreement, neither Executive nor any agent, employee, officer, or (iii) independent contractor of or retained by Executive is required shall make any duplication or other copy of any of the Confidential Material. Immediately upon request from the Company, Executive shall return to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of all Confidential Material. Executive shall notify each person to whom any disclosure is made that such disclosure is made in confidence, that the contemplated disclosure and cooperates at the Company’s cost with the Company Confidential Material shall be kept in seeking a protective order or other appropriate protection of confidence by such information) person. The Company and Executive acknowledge that, notwithstanding anything to the contrary Nothing contained in this Agreement Section 11 shall be construed as preventing Executive from providing Confidential Material in compliance with a valid court order issued by a court of competent jurisdiction, pursuant providing Executive takes reasonable steps to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure prevent dissemination of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order Confidential Material.

Appears in 8 contracts

Samples: Employment Agreement (Basic Care Networks Inc), Employment Agreement (Basic Care Networks Inc), Employment Agreement (EastBridge Investment Group Corp)

Confidentiality. In consideration for Executive’s employment by the Company, Executive agrees that Executive shall, during Executive’s employment with the Company and thereafter, maintain the confidentiality of any and all information about the Company which is not generally known or available outside the Company, including without limitation, strategic plans, technical and operating know-how, business strategy, trade secrets, customer information, business operations and other proprietary information (“Confidential Information”), and Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate any Confidential Information to any person or entity, other than in the course of or use any Confidential Information, whether for Executive’s assigned duties hereunder and for own benefit, the benefit of the Employer any new employer or any other person or entity or any other purpose, either while Executive is employed by the Company hereunder or at in any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise manner. The foregoing will shall not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by of Executive or any representative of Executive ’s representatives ; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company at its expense in seeking a protective order or other appropriate protection of such information) . The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order .

Appears in 8 contracts

Samples: Executive Employment and Severance Agreement (Whiting Petroleum Corp), Executive Employment and Severance Agreement (Whiting Petroleum Corp), Executive Employment and Severance Agreement (Whiting Petroleum Corp)

Confidentiality. During the course of the Executive’s employment with the Company, the Executive will have access to Confidential Information. For purposes of this Agreement, “Confidential Information” means all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans, patterns, models, plans and strategies, and all other confidential or proprietary information or trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to or arising from the past, current or potential business, activities and/or operations of the Company or any of its affiliates, including, without limitation, any such information relating to or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, raw partners and/or competitors. The Executive agrees that the Executive will shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity person, other than in the course of the Executive’s assigned duties hereunder and for the benefit of the Employer Company, either while Executive is employed by during the Company hereunder period of the Executive’s employment or at any time thereafter, any business Confidential Information or other confidential or proprietary information received from third parties subject to a duty on the Company’s and technical information or trade secrets, nonpublic, proprietary or confidential its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, knowledge or data relating and to the Employer whether the foregoing will use such information only for certain limited purposes, in each case, which shall have been obtained by the Executive during the Executive’s employment hereunder by the Company (or otherwise any predecessor). The foregoing will shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to the Executive through no wrongful act by of the Executive or any representative of the Executive ’s representatives ; or (iii) if permitted by law, the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company at its expense in seeking a protective order or other appropriate protection of such information) . The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order .

Appears in 8 contracts

Samples: Employment Agreement (Gener8 Maritime, Inc.), Employment Agreement (Gener8 Maritime, Inc.), Employment Agreement (General Maritime Corp / MI)

Confidentiality. The Executive agrees that Executive will shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to at any person or entity, other than in time during the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder Term or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, use for the benefit of himself or any third party or disclose to an attorney any Person, solely firm, company or other entity (other than the Company or any of its Affiliates) any Confidential Information without the prior written consent of the Employer or the Company, except (i) as required in the performance of his duties to the Employer and its Affiliates, (ii) to the extent that the Executive is required by law, subpoena or court order to disclose any Confidential Information, including disclosures that are protected under whistle blower laws, (provided that in such case, the Executive shall (1) provide the Employer with the earliest notice possible that such disclosure is or may be required, (2) reasonably cooperate with the Employer and its Affiliates, at the Employer’s expense, in protecting, to the maximum extent legally permitted, the confidential or proprietary nature of such Confidential Information and (3) disclose only that Confidential Information which he is legally required to disclose), (iii) disclosing information that has been or is hereafter made public through no act or omission of the Executive in violation of this Agreement or any other confidentiality obligation or duty owed to the Employer or its Affiliates, (iv) disclosing information and documents to his attorney or tax adviser for the purpose of reporting securing legal or investigating a suspected violation tax advice (provided that such Persons agree to keep such information confidential) or (v) disclosing only the post-employment restrictions in this Agreement in confidence to any potential new employer. The Executive shall take all actions necessary to protect the integrity of the business plans, customer lists, statistical data and compilations, agreements, contracts, manuals or other materials, in whatever form, of the Company and its Affiliates that contain Confidential Information, and upon the termination of the Executive’s employment, the Executive agrees that all Confidential Information in his possession or under his control, directly or indirectly, that is in writing, computer generated or other tangible form (together with all duplicates thereof) will forthwith be returned to the Company 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 communication. The Executive agrees that the provisions of this Section 6 are reasonable and necessary to protect the proprietary rights of the Company and its Affiliates in the Confidential Information and trade secrets, goodwill and reputation. In addition, the terms and conditions of this Agreement shall remain strictly confidential. Notwithstanding anything herein to the contrary, nothing in this Agreement shall (i) prohibit the Executive from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) require notification or prior approval by the employer of any reporting described in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order clause (i).

Appears in 7 contracts

Samples: Executive Employment Agreement (Cotiviti Holdings, Inc.), Executive Employment Agreement (Cotiviti Holdings, Inc.), Executive Employment Agreement (Cotiviti Holdings, Inc.)

Confidentiality. During the course of the Executive’s employment and service with the Company, the Executive will have access to Confidential Information. For purposes of this Agreement, “Confidential Information” means the Company Group’s or its affiliates’ confidential and/or proprietary information and/or trade secrets that have been developed or used and/or will be developed and that cannot be obtained readily by third parties from outside sources, including, by way of example and without limitation, all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, patterns, models, plans and strategies, and all other confidential or proprietary information or trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to or arising from the past, current or potential business, activities and/or operations of the Company Group or any of its affiliates, including, without limitation, any such information relating to or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, raw partners and/or competitors. The Executive agrees that the Executive will shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity person, other than in the course of the Executive’s assigned duties hereunder and for the benefit of the Employer Company Group, either while Executive is employed by during the Company hereunder period of the Executive’s employment or service or at any time thereafter, any business Confidential Information or other confidential or proprietary information received from third parties subject to a duty on the Company Group’s and technical information or trade secrets, nonpublic, proprietary or confidential its affiliates’ part to maintain the confidentiality of such information, knowledge or data relating and to the Employer whether the foregoing will use such information only for certain limited purposes, in each case, which shall have been obtained by the Executive during the Executive’s employment hereunder by or otherwise service to the Company (or any predecessor). The foregoing will shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to the Executive through no wrongful act by of the Executive or any representative of the Executive ’s representatives ; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and reasonably cooperates with the Company at the Company’s cost with the Company expense in seeking a protective order or other appropriate protection of such information). The Company terms and conditions of this Agreement shall remain strictly confidential, and the Executive acknowledge that hereby agrees not to disclose the terms and conditions hereof to any person or entity, notwithstanding anything other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers, as to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney latter, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based disclosing the limitations on the reporting Executive’s conduct imposed by the provisions of a suspected violation of law may disclose a trade secret this Section 9 who, in each case, agree to his attorney and use the trade secret keep such information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order confidential.

Appears in 7 contracts

Samples: Employment Agreement (Solo Brands, Inc.), Employment Agreement (Solo Brands, Inc.), Employment Agreement (Solo Brands, Inc.)

Confidentiality. The Executive covenants and agrees with the Company that Executive he will not not any time during the Employment Term and thereafter, except in performance of his obligations to the Company hereunder or with the prior written consent of the Company, directly or indirectly, use, make available, sell, disclose any secret or otherwise communicate to any person confidential information that he may learn or entity, other than in the course has learned by reason of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by his association with the Company hereunder or at any time thereafter, any business of its subsidiaries and technical information or trade secrets, nonpublic, proprietary or affiliates. The term “confidential information , knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will ” includes information not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes previously made generally known available to the public or in to the Employer trade by the Company’s industry subsequent management, with respect to disclosure to Executive through no wrongful act by Executive the Company’s or any of Executive its subsidiaries’ or affiliates’ products, facilities, applications and methods, trade secrets and other intellectual property, systems, procedures, manuals, confidential reports, product price lists, customer lists, technical information, financial information (including the revenues, costs or profits associated with any of the Company’s representatives; products), business plans, prospects or (iii) opportunities, but shall exclude any information which is or becomes generally available to the public or is generally known in the industry or industries in which the Company operates other than as a result of disclosure by the Executive in violation of his agreements under this Section 7.1. The Executive will be released of his obligations under this Section 7.1 to the extent the Executive is required to disclose by under any applicable law laws, regulation regulations or legal directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process ( of law provided that the Executive provides the Company with prior prompt written notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order requirement.

Appears in 7 contracts

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

Confidentiality. (a) Executive agrees that acknowledges that, by reason of Executive’s employment by the Company, Executive will not have access to confidential information of the Company, directly or indirectly and/or its affiliates, use including, make available without limitation, sell information 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, and/or its affiliates, and dealers, distributors, sales representatives, wholesalers, customers, clients, suppliers and others who have business dealings with them (“Confidential Information”). Executive acknowledges that such Confidential Information is a valuable and unique asset of the Company, and/or its affiliates, and covenants that, both during and after the Employment Term, Executive will not disclose or otherwise communicate any Confidential Information to any person or entity, other than in the course of (except as Executive’s assigned duties hereunder and for the benefit as an officer of the Employer, either while Executive is employed Company may require or as required by law or in a judicial or administrative proceeding) without the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to prior written authorization of the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise Board. The foregoing will obligation of confidentiality imposed by this Section 5.3 shall not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by of Executive or any in breach of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information) this Agreement. The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: ( i x) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or ( ii y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

Appears in 6 contracts

Samples: Employment Agreement (Independence Realty Trust, Inc), Employment Agreement (Independence Realty Trust, Inc), Employment Agreement (Independence Realty Trust, Inc.)

Confidentiality. The Executive covenants and agrees with the Company that Executive he will not not at any time during the Term of Employment and thereafter, except in performance of his obligations to the Company hereunder or with the prior written consent of the Company, directly or indirectly, use, make available, sell, disclose any secret or otherwise communicate to any person confidential information that he may learn or entity, other than in the course has learned by reason of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by his association with the Company hereunder or at any time thereafter, any business of its subsidiaries and technical information or trade secrets, nonpublic, proprietary or Affiliates. The term “confidential information , knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will ” includes information not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes previously made generally known available to the public or in to the Employer trade by the Company’s industry subsequent management, with respect to disclosure to Executive through no wrongful act by Executive the Company’s or any of Executive its subsidiaries’ or Affiliates’ products, facilities, applications and methods, trade secrets and other intellectual property, systems, procedures, manuals, confidential reports, product price lists, customer lists, technical information, financial information (including the revenues, costs or profits associated with any of the Company’s representatives; products), business plans, prospects or (iii) opportunities, but will exclude any information which is or becomes generally available to the public or is generally known in the industry or industries in which the Company operates other than as a result of disclosure by the Executive in violation of his agreements under Section 7.1. The Executive will be released of his obligations under this Section 7.1 to the extent the Executive is required to disclose by under any applicable law laws, regulation regulations or legal directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process ( of law provided that the Executive provides the Company with prior prompt written notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order requirement.

Appears in 6 contracts

Samples: Executive Employment Agreement (Goldenway, Inc.), Employment Agreement (China Interactive Education, Inc.), Employment Agreement (China Biologic Products, Inc.)

Confidentiality. Executive Employee acknowledges that Employer may disclose secret or confidential information to Employee during the Term to enable him to perform his duties hereunder. Employee agrees that Executive will not that, directly or indirectly subject to the following sentence, use he shall not during the Term (except in connection with the proper performance of his duties hereunder) and thereafter, make available, sell without the prior written consent of Employer, disclose or otherwise communicate to any person or entity, other than entity any material or significant secret or confidential information concerning the business of Employer that was obtained by Employee in the course of Executive’s assigned duties hereunder his employment by Employer. This paragraph shall not be applicable if and for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive extent Employee is required to disclose testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by applicable Employee by any law, regulation or legal process (provided order of any court or regulatory commission, department or agency. Employee further agrees that Executive provides the Company if his employment by Employer is terminated for any reason, he will not take with prior notice him, but will leave with Employer, all records and papers and all matter of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order whatever nature that bears secret or other appropriate protection confidential information of such information) Employer. The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in For purposes of this Agreement, pursuant to 18 USC § 1833(b) the term “secret or confidential information” shall include, an individual may but not be held liable under limited to, any criminal and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, Employer’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or civil federal any other information of whatever nature in the possession or state trade secret law for disclosure control of a trade secret: (i) made in confidence Employer, that has not been published or disclosed to a government official the general public, either directly the options industry or indirectly the commodities futures industry; provided that such term shall not include knowledge, or skills, and information that is common to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order or profession of Employee.

Appears in 6 contracts

Samples: Employment Agreement (CBOE Holdings, Inc.), Employment Agreement (CBOE Holdings, Inc.), Employment Agreement (CBOE Holdings, Inc.)

Confidentiality. Executive acknowledges and agrees that Executive’s work for the Company will bring Executive into close contact with many confidential affairs of the Company not readily available to the public, including plans for further developments or activities by the Company. Executive agrees that during the Term and at all times thereafter, Executive will not shall keep and retain in the strictest confidence all confidential matters (“Confidential Information”) of the Company, directly including but not limited to, “know how,” sales and marketing information or indirectly plans; business or strategic plans; salary, use bonus, make available or other personnel information; information about or concerning existing, sell new, disclose or otherwise communicate to any person potential customers, franchisees, clients, or entity shareholders; trade secrets; pricing policies; operational methods; technical processes; inventions and research projects; and other business affairs of the Company, other than in each case that Executive may develop or learn in the course of Executive’s assigned duties hereunder employment, and shall not remove such Confidential Information from the Company’s premises (other than for the benefit purpose of working from home), use such Confidential Information for personal gain or disclose such Confidential Information to anyone outside of the Employer Company, either while Executive is employed by during or after the Company hereunder or at any time thereafter Term, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that except (i) was known to in good faith, in the public prior to its disclosure to course of performing Executive ’s duties under this Agreement; (ii) with the prior written consent of the Board; (iii) it being understood that Confidential Information shall not be deemed to include any information that is or becomes generally known available to the public or in the Employer’s industry subsequent to other than as a result of disclosure to Executive through no wrongful act by Executive or any of Executive ’s representatives ; or ( iii iv) to the extent disclosure is compelled by a court of competent jurisdiction, arbitrator, agency, or other tribunal or investigative body in accordance with any applicable statute, rule, or regulation (but only to the extent any such disclosure is compelled, and no further). Further, nothing herein shall prevent Executive is required to disclose from cooperating with any investigation or inquiry conducted by applicable law, regulation the Equal Employment Opportunity Commission regarding any employment practice or legal process (provided that Executive provides the Company with prior notice policy of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information) Employers. The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement In addition, pursuant to Section 7 of the Defend Trade Secrets Act of 2016 (which added 18 USC U.S.C. § 1833(b) ), an individual may Executive acknowledges that Executive shall not be held liable under any have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret: secret that (A) is made (i) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law law; or ( ii B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Upon the termination of Executive’s employment with the Company, or at any time the Company may so request, Executive shall return to the Company all tangible embodiments (in whatever medium) relating to Confidential Information and Work Product (as defined below) that Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed then possess or have under seal and the individual does not disclose the trade secret except pursuant to court order Executive’s control.

Appears in 6 contracts

Samples: Executive Employment and Severance Agreement (Franchise Group, Inc.), Executive Employment and Severance Agreement (Franchise Group, Inc.), Executive Employment and Severance Agreement (Franchise Group, Inc.)

Confidentiality. During the term of this Agreement (including any extensions), and at all times thereafter, Executive agrees shall maintain the confidentiality of all confidential or proprietary information of the Employer (“Confidential Information”), and, except (i) in furtherance of the Business, (ii) in the performance of his duties, (iii) as directed or authorized by the Employer, (iv) as specifically required by law or by court order, (v) to enforce or defend Executive’s rights under this Agreement or as a part of or in any arbitration or litigation that Executive will not involves Executive, on the one hand, and/or any of the Employer or any of its affiliates, on the other hand, or otherwise, or (vi) for disclosure to Executive’s advisors on a confidential basis, he shall not directly or indirectly, use, make available, sell, indirectly disclose or otherwise communicate any such Confidential Information to any person third party. For purposes of this Agreement, “Confidential Information” includes, without limitation: client or entity customer lists, other than in the course identities, contacts, business and financial information (excluding those of Executive’s assigned duties hereunder and for the benefit Executive prior to employment with Employer); investment strategies; pricing information or policies, fees or commission arrangements of the Employer ; marketing plans, either while Executive is employed projections, presentations or strategies of the Employer; financial and budget information of the Employer; new personnel acquisition plans; and all other proprietary business related information which has not been publicly disclosed by the Company hereunder Employer. This restriction shall apply regardless of whether such Confidential Information is in written, graphic, recorded, photographic, data or any machine-readable form or is orally conveyed to, or memorized by, Executive. Notwithstanding anything herein to the contrary, Confidential Information shall not be deemed to include information that (w) is or becomes generally available to the public other than as a result of a prohibited disclosure by Executive or at Executive’s direction or by any time thereafter other person who directly or indirectly receives such information from Executive, (x) is or becomes available to Executive on a non-confidential basis from a source which is entitled to disclose it to Executive, (y) is previously known by Executive prior to his receipt of such information from the Employer, or (z) is information that is required to be disclosed in order to comply with any business and technical information applicable law or trade secrets court order. For the avoidance of doubt, nonpublic, proprietary or confidential information, knowledge Section 8(a) shall not interfere with Executive’s rights to retain copies of any documents or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply compensation and benefits (including, without limitation, copies of this Agreement, and side letters and any documents relating to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; equity-based award rights or (iii other compensation and benefits) and/or discuss the same with Executive’s immediate family or advisors on a confidential basis. In addition, nothing in this Agreement shall be interpreted or applied to prohibit Executive from disclosing matters that are protected under any applicable whistleblower laws, including reporting possible violations of laws or regulations, or responding to inquiries from, or testifying before, any governmental agency or self-regulating authority, all without notice to or consent from the Employer. Additionally, Executive is required to disclose by applicable law, regulation or legal process (provided hereby notified that Executive provides the Company with prior notice immunity provisions in Section 1833 of title 18 of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), United States Code provide that an individual may cannot be held criminally or civilly liable under any criminal or civil federal or state trade secret law for any disclosure of a trade secret: secret that is made ( i 1) made in confidence to a federal, state or local government official officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of law or the law, ( ii 2) under seal in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer or (3) to Executive’s attorney in connection with a lawsuit for retaliation based on the for reporting of a suspected violation of law may disclose a trade secret to his attorney (and use the trade secret information may be used in the court proceeding, so proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret is not disclosed except pursuant to court order.

Appears in 6 contracts

Samples: Employment and Noncompetition Agreement (Sl Green Operating Partnership, L.P.), Employment and Noncompetition Agreement (Sl Green Operating Partnership, L.P.), Employment and Noncompetition Agreement (Sl Green Realty Corp)

Confidentiality. Executive agrees that Executive Employee will not hold in a fiduciary capacity for the benefit of Corporation, directly or indirectly its affiliates, use subsidiaries, make available related entities, sell and designees, and shall not disclose or otherwise communicate to any person or entity, entity other than Corporation or persons or entities designated by Corporation, any secret, confidential or proprietary information, knowledge, data and/or information, patents, trade secrets, customer identities, marketing and other business methods, techniques, processes, practices, procedures, plans and strategies regarding Corporation, its subsidiaries and affiliated corporations or business enterprises, and their customers obtained by Employee in the course of Executive’s assigned duties hereunder Employee's employment with Corporation, and for any other secret, confidential or proprietary information pertaining to Corporation, its parent, subsidiaries and affiliated corporations or business enterprises, and their customers, during the benefit term of the Employer this Agreement and five (5) years after Employee's termination of employment with Corporation, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating unless Corporation in writing consents to the Employer whether contrary. Notwithstanding the foregoing will foregoing, Employee shall have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply no confidentiality obligation with respect to information that that: ( i a) was known legally in the public domain prior to the time of disclosure to the Employee, (b) is now or subsequently becomes generally available to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any fault of Executive’s representatives Employee; or ( iii c) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that regulation, notwithstanding anything to the contrary contained in this Agreement rule, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly act, or order of any governmental authority or agency to an attorney, solely for be disclosed by the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order Employee.

Appears in 6 contracts

Samples: Employment Agreement (Specialized Health Products International Inc), Employment Agreement (Specialized Health Products International Inc), Employment Agreement (Specialized Health Products International Inc)

Confidentiality. Executive agrees I agree that Executive I will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity, other than during my employment with the Company (except in the course of Executive’s assigned duties hereunder and for the benefit furtherance of the Employer Company’s interests), either while Executive is employed by the Company hereunder or at any time thereafter after employment terminates, without the prior written consent of the Company Vice President of Human Resources, disclose any Confidential Information to or use any Confidential Information for, any third party or entity. This restriction prohibits me from, among other activities, engaging in or preparing to engage in developing, producing, marketing, distributing or selling lawn, garden, animal health, animal nutrition or pet related products for any business entity if that activity in any way involves the use or disclosure of Company Confidential Information and technical diverting or attempting to divert any business or customers from the Company using Confidential Information. To the extent that any Confidential Information is determined by a court of competent jurisdiction to be confidential information or rather than a trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by secret under applicable law, regulation or legal process (provided the prohibition on use and disclosure of that Executive provides specific information shall be in effect for a period of three years after the Company termination of my employment with prior notice of the contemplated disclosure and cooperates at the Company ’s cost ; otherwise the prohibition shall last until the information ceases to be a trade secret (other than through any breach of secrecy by me or other third parties under a duty of secrecy to the Company). In the event that after my employment with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding ceases, if such filing is made under seal. The I have any doubt about whether particular information may be used of disclosed, I will contact the Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting Vice President of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order Human Resources.

Appears in 6 contracts

Samples: Employment Agreement (Central Garden & Pet Co), Employment Agreement (Central Garden & Pet Co), Employment Agreement (Central Garden & Pet Co)

Confidentiality. During Executive's employment hereunder and thereafter, Executive agrees shall hold in strict confidence any Proprietary or Confidential Information related to Company or its subsidiaries, except that Executive will not may disclose such information as required by law, directly court order, regulation or indirectly similar order. For purposes of this Agreement, use the term "Proprietary or Confidential Information" shall mean all information relating to Company, make available its subsidiaries or affiliates (such as business plans, sell, disclose or otherwise communicate to any person or entity, other than in the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic or financial information of strategic importance to Company or its subsidiaries or affiliates) that is not generally known in the airline industry, proprietary that was learned, discovered, developed, conceived, originated or confidential information, knowledge or data relating prepared during Executive's employment with Company and the disclosure of which would be harmful to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder business prospects, financial status or otherwise. The foregoing will not apply to information that (i) was known to the public prior to reputation of Company or its disclosure to Executive; (ii) becomes generally known to the public subsidiaries or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates affiliates at the Company’s cost with the Company in seeking a protective order or other appropriate protection time of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order by Executive.

Appears in 6 contracts

Samples: Employment Agreement (Continental Airlines Inc /De/), Employment Agreement (Continental Airlines Inc /De/), Employment Agreement (Continental Airlines Inc /De/)

Confidentiality. The Executive hereby agrees that Executive that, during the Employment Period (except as reasonably necessary and appropriate in connection with carrying out his duties hereunder) and thereafter, he will not hold in strict confidence any Confidential Information related to the Company and its affiliates. For purposes of this Agreement, directly the term “Confidential Information” shall mean all confidential or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity, other than in the course of Executive’s assigned duties hereunder and for the benefit proprietary information of the Employer, either while Executive Company or any of its affiliates (in whatever form) which is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public public, including without limitation any inventions, processes, methods of distribution, customer lists or customers’ or trade secrets. Nothing in this Agreement or elsewhere shall prohibit, or otherwise restrict, the Employer’s industry subsequent Executive from making truthful statements and disclosing documents and information: (i) when required to disclosure comply with applicable federal, state or local laws, pursuant to any subpoena or other written or oral request by any court or governmental authority, provided, that the Executive through no wrongful act by Executive (a) notify the Company in writing and provide a copy to the Company of such subpoena or any other request if in writing, and/or disclose the nature of the request for information if oral, within two (2) business days from the Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior actual notice of the contemplated disclosure service of such subpoena or other request, (b) consult with and cooperates assist the Company (at the Company’s cost with the Company reasonable request and sole expense) in seeking a protective order or request for other appropriate protection relief from disclosure, and (c) in the event that such protective order or other relief is not obtained, shall disclose only that portion of such information). The Company the Confidential Information which, based on the written advice of the legal counsel selected by the Executive and Executive acknowledge that paid for by the Company, notwithstanding anything is legally required to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or disclosed; (ii) in a complaint confidence to an attorney or other document filed licensed tax and/or professional advisor, subject, in a lawsuit each case, to that individual being informed of this confidentiality obligation and agreeing to keep such information confidential, for the sole purpose of securing professional advice; or other proceeding, if such filing is made (iii) in good faith during the course of any proceeding under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting Section 11(i)(ii) of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order this Agreement.

Appears in 6 contracts

Samples: Employment Agreement (Aleris Corp), Executive Employment Agreement (Aleris Corp), Employment Agreement (Aleris Ohio Management, Inc.)

Confidentiality. Executive hereby covenants and agrees that Executive will must keep confidential and not, directly or indirectly, use, make available, sell, disclose divulge to any unauthorized person or use or otherwise communicate appropriate for their own benefit, any confidential or proprietary information or documents of or relating to any person Company Entity, including, without limitation, the following: all Intellectual Property Rights of any Company Entity; confidential records, computer software programs or entity any portions or logic comprising said programs; terms of Contracts; pricing information, other than customer or supplier lists, marketing information or sales techniques; and planning and financial information of any Company Entity (hereinafter referred to as the “Confidential Information”). In the event that the Executive is requested or required (by oral question or request for information or documents in any Action) to disclose any Confidential Information, Executive shall notify the Company promptly of the request or requirement so the Company, as applicable, may seek an appropriate protective order or waive compliance with the provisions of this Section 9.02(d). If, in the course absence of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or the receipt of a waiver hereunder, Executive believes in good faith that Executive is compelled by Law to disclose any such Confidential Information, the Executive may disclose such Confidential Information to the extent required by Law; provided, however, that Executive shall use Executive’s commercially reasonable efforts to obtain an order or other appropriate protection assurance that confidential treatment will be accorded to such portion of such information) Confidential Information required to be disclosed as the Company shall reasonably request. The Executive hereby acknowledges and agrees that the prohibitions against disclosure of Confidential Information recited herein are in addition to, and not in lieu of, any rights or remedies that Executive or the Company and Executive acknowledge that, notwithstanding anything may have available pursuant to the contrary contained Laws of any jurisdiction or at common law to prevent the disclosure of trade secrets or proprietary information, and the enforcement by Company of its rights and remedies pursuant to this Agreement shall not be construed as a waiver of any other rights or available remedies that it may possess in law or equity absent this Agreement , pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order .

Appears in 5 contracts

Samples: Executive Employment (Specialty Building Products, Inc.), Executive Employment (Specialty Building Products, Inc.), Executive Employment (Specialty Building Products, Inc.)

Confidentiality. (i) The Executive acknowledges and agrees that (i) by virtue of his employment, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Employer’s Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Employer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that the preservation and protection of Confidential Information is an essential part of his duties of employment and that, as a result of his employment with the Employer, he has a duty of fidelity, loyalty, and trust to the Employer in safeguarding Confidential Information. The Executive further agrees that he will use his best efforts, exercise utmost diligence, and take all steps necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Employer, Customers, Prospective Customers, or vendors or suppliers of the Employer, and that he will not, directly or indirectly, use, make available disclose, sell distribute, disclose or disseminate to any other person or entity or otherwise communicate to any person employ Confidential Information, either for his own benefit or entity, other than in the course of Executive’s assigned duties hereunder and for the benefit of another, except as required in the ordinary course of his employment by the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating except to the Employer whether extent that the foregoing will have been obtained by Executive during communication of such Confidential Information is required pursuant to a compulsory proceeding in which the Executive’s employment hereunder failure to provide such information would subject the Executive to criminal or otherwise civil sanctions. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained Nothing in this Agreement Agreement prohibits the Executive from reporting possible violations of federal law or regulations to any governmental agency or entity, pursuant to 18 USC § 1833(b) including but not limited to, an individual the Department of Justice, the Securities and Exchange Commission, Congress, and/or any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive may not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret secret that: (a) is made (i) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law law; or ( ii b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding , if such filing is made under seal . The Company Executive is not required to obtain the Employer’s prior authorization to make any such report or disclosure or to notify the Employer that such report or disclosure has been made. Subject to the preceding, the Executive shall follow all Employer policies and Executive further acknowledge that an individual suing an employer for retaliation based on procedures to protect all Confidential Information and shall take any additional precautions necessary under the reporting circumstances to preserve and protect against the prohibited use or disclosure of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order Confidential Information.

Appears in 5 contracts

Samples: Change in Control Severance Agreement (Bear State Financial, Inc.), Change in Control Severance Agreement (Bear State Financial, Inc.), Change in Control Severance Agreement (Bear State Financial, Inc.)

Confidentiality. The Company and the Executive acknowledge that each of Premier and the Company competes in a highly competitive industry and in competitive markets and that, as an executive officer of the Company, the Executive may have access to proprietary and confidential information, technical information and trade secrets of Premier, the Company and/or a Subsidiary. During the term of the Executive's employment hereunder and thereafter, the Executive agrees that Executive he will not, directly or indirectly, use, make available, sell without the written consent of the Company, disclose or otherwise communicate permit any person under his control to disclose to any person or entity, other than entity not properly entitled to the information or use in the course of Executive’s assigned duties hereunder and any way for his own benefit or the benefit of the Employer any other person or entity other than Premier, either while Executive is employed by the Company hereunder or at any time thereafter, Subsidiary any business and confidential or proprietary information or technical information or any trade secrets, nonpublic, proprietary secret of or confidential information, knowledge or data relating to Premier, the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder Company or otherwise. The foregoing will not apply to any Subsidiary other than (a) information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; is publicly disseminated or ( iii b) Executive is as required to disclose by any court, supervisory authority, administrative agency or applicable law . Notwithstanding any other provision herein, regulation or legal process (provided that Executive provides the Company with prior notice provisions of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection this Section 7 shall survive termination of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in employment under this Agreement, Agreement pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure Section 6 hereof and/or termination of this Agreement by reason of a trade secret: (i) made in confidence Failure to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except Renew pursuant to court order Section 2(b) hereof.

Appears in 5 contracts

Samples: Employment Agreement (Premier National Bancorp Inc), Employment Agreement (Premier National Bancorp Inc), Employment Agreement (Premier National Bancorp Inc)

Confidentiality. Executive agrees Employee recognizes and acknowledges that Executive will the Proprietary Information (as hereinafter defined) is a valuable, special and unique asset of the Company and its affiliates. As a result, both during the Term and thereafter, Employee shall not, without the prior written consent of the Company, for any reason either directly or indirectly, use, make available, sell, disclose or otherwise communicate indirectly divulge to any person third-party or entity use for his own benefit, or for any purpose other than in the course of Executive’s assigned duties hereunder and for the exclusive benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter and its affiliates, any confidential, proprietary, business and technical information or trade secrets secrets of the Company or of any subsidiary or affiliate of the Company (“Proprietary Information”) revealed, nonpublic obtained or developed in the course of his employment with the Company, proprietary or confidential information, knowledge or data relating unless and to the Employer whether extent the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) Proprietary Information becomes generally known to and available for use by the public other than as a result of Employee’s acts or omissions. In the event that the Employee is requested or required (by oral questions, interrogatories, requests for Proprietary Information or documents in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive a court or any of Executive’s representatives; administrative proceeding, subpoena, civil investigative demand or (iii other similar process) Executive is required to disclose by applicable law any Proprietary Information, regulation or legal process (provided that Executive provides the Employee will provide the Company with prior prompt notice of any such request or requirement so that the contemplated disclosure and cooperates Company may, at the Company’s cost with the Company in seeking expense, seek a protective order or other appropriate protection remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other similar remedy or the receipt of a waiver from the Company, the Employee reasonably determines that disclosure of Proprietary Information is required to comply with such information). The Company and Executive acknowledge that process or applicable law, notwithstanding anything to the contrary contained in Employee may, without liability under this Agreement, pursuant disclose to 18 USC § 1833(b) the appropriate authority only that portion of the Proprietary Information which, an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure on advice of a trade secret: (i) made in confidence counsel, he reasonably believes he is required to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order disclose.

Appears in 5 contracts

Samples: Employment Agreement (Eco Science Solutions, Inc.), Employment Agreement (Eco Science Solutions, Inc.), Employment Agreement (Eco Science Solutions, Inc.)

Confidentiality. The Executive acknowledges that he will be making use of, acquiring, and/or adding to Confidential Information of the Company of a special and unique nature and value. The Executive covenants and agrees that Executive will he shall keep and maintain such Confidential Information strictly confidential and shall not , anywhere in the world, at any time, directly or indirectly, use for himself, make available or on behalf of any person, sell firm, partnership or corporation, or otherwise, except as otherwise directed by the Company, or necessary to perform his obligations under this Agreement, divulge or disclose for any purpose whatsoever, any Confidential Information that has been obtained by, or otherwise communicate disclosed to, him as a result of his relationship with the Company. This Agreement specifically prohibits the Executive from disclosing to any person person, firm, partnership or entity corporation or otherwise, trade secrets or other than in Confidential Information relating to the course of Executive’s assigned duties hereunder and for the benefit business of the Employer Company. “Confidential Information” as used herein shall mean any and all information regarding or relating to the business affairs of the Company, either while Executive is employed by the Company hereunder or at including without limitation any time thereafter and all financial, technical, trade secret, and any business and technical information or trade secrets, nonpublic, other proprietary or confidential information information (written or oral); provided however, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will “Confidential Information” shall not apply to include information that which (i) was known or becomes generally available to the public prior to its other than as a result of a disclosure to Executive by the Executive in violation of this Agreement; (ii) becomes generally known was or is developed by the Executive independently of and without reference to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives Confidential Information; or (iii) Executive was, is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything becomes available to the contrary contained in this Agreement Executive on a non-confidential basis from a third party who is not prohibited from transmitting such information by a contractual, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal legal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order fiduciary duty.

Appears in 5 contracts

Samples: Executive Consulting Agreement (Star Gold Corp.), Executive Employment Agreement (Circle Star Energy Corp.), Executive Consulting Agreement (Star Gold Corp.)

Confidentiality. Executive Throughout any period during which Employee is an employee of the Company, and for a period of ten (10) years after the date Employee shall cease for any reason whatsoever to be an employee of the Company (the “Employment Cessation Date”), or as otherwise protected by applicable law including the Virginia Uniform Trade Secrets Act, whichever is longer, Employee agrees that Executive will not not to disclose, directly communicate, publish or indirectly, divulge to any third party or use, make available or permit others to use, sell, disclose or otherwise communicate to any person or entity, other than in the course of Executive’s assigned duties hereunder and for the benefit Confidential Information of the Employer Company except that Employee understands that Employee’s continuing duty of confidentiality does not restrict Employee’s ability to communicate directly with the United States Securities and Exchange Commission (“SEC”) about a potential securities law violation or to communicate with the Congress, either while Executive any agency Inspector General and/or any other administrative or governmental agency about a potential violation of federal or state law or regulation. For the purposes of this Agreement, “Confidential Information” shall mean all information disclosed to Employee, or known to Employee as a consequence of or through this employment, where such information is employed not generally known by the public or was regarded or treated as proprietary by the Company hereunder (including, without limitation, personal, financial, private or at any time thereafter, any business and technical sensitive information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at concerning the Company’s cost executives, directors, employees customers and suppliers, the Company’s methods, systems, designs and know-how, names of referral sources, customer records, customer lists, business plans and practices, marketing methods, financials, strategies, pricing, budgets, forecasts, contracts and plans (including, without limitation, long-term and strategic plans) or any other non-public information which, if used, divulged, published or disclosed by Employee, would be reasonably likely to provide a competitive advantage to a competitor). Upon termination of Employee’s employment with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that for any reason, notwithstanding anything Employee shall immediately return to the contrary contained Company all of the Company’s property including, without limitation, all Confidential Information, in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal Employee’s possession or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order control.

Appears in 5 contracts

Samples: Severance Agreement (Lumber Liquidators Holdings, Inc.), Severance Agreement (Lumber Liquidators Holdings, Inc.), Severance Agreement (Lumber Liquidators Holdings, Inc.)

Confidentiality. b. . Executive agrees that Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity, other than in the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

Appears in 5 contracts

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

Confidentiality. During the Employment Period and thereafter, Executive agrees that Executive will not shall keep confidential and not divulge any Confidential Information, directly or indirectly allow any Confidential Information to be disclosed, use published, make communicated, or made available, sell in whole or part, disclose or otherwise communicate to any person whatsoever. Except as required in the performance of the Executive’s authorized employment duties to the Company, Executive shall not access or entity use any Confidential Information, or copy any documents, records, files, media, or other than resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company. Nothing herein shall prevent disclosure of Confidential Information (i) in the course of Executive performing Executive’s assigned duties hereunder and for or otherwise complying with this Agreement, (ii) with the benefit Company’s prior written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s breach of any of his obligations hereunder; or (iv) where required to be disclosed by law, regulation, stock exchange rule, court order, subpoena or other government process. If Executive shall be required to make disclosure pursuant to the provisions of clause (iv) of the Employer preceding sentence, either while Executive is employed promptly, but in no event more than 48 hours after learning of such court order, subpoena or other government process, shall notify the Company in writing (which may be by e-mail) and, at the Company’s expense, Executive shall: (x) take all reasonably necessary and lawful steps required by the Company hereunder to defend against the enforcement of such court order, subpoena or at other government process and (y) permit the Company to intervene and participate with counsel of its choice in any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data proceeding relating to the Employer whether enforcement thereof. “Confidential Information” means all information concerning the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will Company not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or public, in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive spoken, printed, electronic or any other form or medium, including, without limitation, information relating directly or indirectly to: business processes, practices, methods, research, techniques, terms of Executive’s representatives; or (iii) Executive is required to disclose by applicable law agreements, regulation or legal process (provided that Executive provides transactions and potential transactions, know-how, trade secrets, computer programs, databases, data, technologies, manuals, supplier information, customer information, financial information, employee lists, algorithms, product plans, designs, inventions, unpublished patent applications, original works of authorship, discoveries, of the Company with prior notice or its businesses or any existing or prospective customer, supplier, investor or other associated third party, or of the contemplated disclosure and cooperates at the Company’s cost with any other person or entity that has entrusted information to the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order confidence.

Appears in 5 contracts

Samples: Employment Agreement (Nuvve Holding Corp.), Employment Agreement (NB Merger Corp.), Employment Agreement (Nuvve Holding Corp.)

Confidentiality. Executive hereby covenants and agrees that Executive that, except as specifically requested or directed by the Company, he will not, directly or indirectly, use, make available, sell, not disclose or otherwise communicate to any person or entity, other than in the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is not employed by the Company hereunder Company, or at any time thereafter use in connection with engaging in competition with the Company, any business confidential or proprietary information (as provided below) of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to in any form that is owned by the Employer whether the foregoing will have been obtained Company and that is not publicly available (other than by Executive during Executive’s employment hereunder breach of this Section 9) or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public persons engaged in businesses similar or in the Employer’s industry subsequent related to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice those of the contemplated disclosure and cooperates at Company. Confidential or proprietary information will include, without limitation, the Company’s cost with the Company in seeking a protective order financial matters, customers, employees, industry contracts, strategic business plans, product development (or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b proprietary product data), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure marketing plans, consulting solutions and processes, and all other secrets and all other information of a trade secret: (i) made in confidence to a government official confidential or proprietary nature which is protected by the Uniform Trade Secrets Act. For purposes of the preceding two sentences, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. term

Appears in 5 contracts

Samples: Change in Control Severance Agreement (Massey Energy Co), Control Severance Agreement (Massey Energy Co), Change in Control Severance Agreement (Massey Energy Co)

Confidentiality. Executive hereby agrees to hold in strict confidence and not to disclose or make available to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, any Confidential Information (as defined below). Upon termination of Executive’s employment with the Company, all Confidential Information in Executive’s possession that is in written or other tangible form (together with all copies or duplicates thereof, including computer files) shall be returned to the Company and shall not be retained by Executive or furnished to any third party, in any form except as provided herein; provided, however, that Executive will not shall not be obligated to treat as confidential, directly or indirectly return to the Company copies of any Confidential Information that (i) was publicly known at the time of disclosure to Executive, use, make available, sell, disclose (ii) becomes publicly known or otherwise communicate available thereafter other than by any means in violation of this Agreement or any other duty owed to the Company by any person or entity, other than in the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) is lawfully disclosed to Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice a third party. For purposes of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, the term “Confidential Information” shall mean information disclosed to Executive or known by Executive as a consequence of or through his or her relationship with the Company, about the customers, employees, business methods, public relations methods, organization, procedures or finances, including, without limitation, information of or relating to customer lists, of the Company and its affiliates. Executive understands that pursuant to 18 USC § 1833(b) the Defend Trade Secrets Act of 2016, an individual may Executive shall not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret: secret that (A) is made (i) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law law; or ( ii B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and In addition, nothing in this Agreement shall be interpreted or applied to prohibit Executive further acknowledge from making any good faith report to any governmental agency or other governmental entity concerning any acts or omissions that an individual suing an employer for retaliation based on the reporting of Executive may believe to constitute a suspected possible violation of federal or state law may disclose a trade secret to his attorney and use or making other disclosures that are protected under the trade secret information in the court proceeding whistleblower provisions of applicable federal or state law or regulation. Further, so long as any document containing the trade secret is filed under seal and the individual this Agreement does not disclose limit your ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the trade secret except pursuant Company nor does it limit any right you may have to court order receive an award for information provided to any government agencies.

Appears in 5 contracts

Samples: Retention Agreement (Retail Properties of America, Inc.), Retention Agreement (Retail Properties of America, Inc.), Retention Agreement (Retail Properties of America, Inc.)

Confidentiality. Executive agrees that Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity, other than in A. In the course of Executive’s assigned duties hereunder and for the benefit of the Employer his employment, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of its subsidiaries may disclose or make known to Executive ’s representatives; or (iii) Executive is required to disclose by applicable law , regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that may be given access to or may become acquainted with, notwithstanding anything certain information, trade secrets or both, including but not limited to confidential information and trade secrets regarding tapes, computer programs, designs, skills, procedures, formulations, methods, documentation, drawings, facilities, customers, policies, marketing, pricing, customer lists and leads, and other information and know-how, all relating to or useful in Employer’s business or the contrary contained in this Agreement business of its subsidiaries and/or affiliates (collectively, pursuant to 18 USC § 1833(b the “Information”), an individual may and which Employer considers proprietary, desires to maintain confidential and is not be held liable under in the public domain. During the Employment Period and at all times thereafter, Executive shall not in any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official manner, either directly or indirectly, divulge, disclose or communicate to an attorney any person or firm, solely except to or for the purpose of reporting Employer’s benefit as directed by Employer or investigating a suspected violation of except as required by applicable law or court process ( ii) but only after giving Employer written notice so that Employer may attempt to obtain a protective order), any of the Information which he may have acquired in a complaint the course of or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that as an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret incident to his attorney employment by Employer, the parties agreeing that such information affects the successful and use effective conduct of Employer’s business and its goodwill, and that any breach of the trade secret information in the court proceeding, so long as any document containing the trade secret terms of this Section 6 is filed under seal and the individual does not disclose the trade secret except pursuant to court order a material breach of this Agreement.

Appears in 5 contracts

Samples: Executive Employment Agreement (Todhunter International Inc), Executive Employment Agreement (Todhunter International Inc), Executive Employment Agreement (Todhunter International Inc)

Confidentiality. Executive agrees that Executive will not, directly or indirectly, use, make available, sell, not to disclose or otherwise communicate reveal to any person or entity entity outside the Company or any of its subsidiaries any confidential, trade secret, proprietary or other than non-public information concerning the Company, any of its subsidiaries or any of the businesses or operations of the Company or any of its subsidiaries (“Confidential Information”), including all information relating to any Company or subsidiary product, process, equipment, machinery, design, formula, business plan or strategy, or other activity without prior permission of the Company in writing. ​ Confidential Information shall not include any information which is in the course public domain or becomes publicly known, in either case, through no wrongful act on the part of Executive Executive or breach of this Employment Agreement. Executive acknowledges that the Confidential Information is vital, sensitive, confidential and proprietary to the Company or its subsidiaries. The obligation to protect the secrecy of such information continues after employment with Company or any of its subsidiaries may be terminated. In furtherance of this agreement, Executive acknowledges that all Confidential Information which Executive now possesses, or shall hereafter acquire, concerning and pertaining to the business and secrets of the Company or any of its subsidiaries and all inventions or discoveries made or developed, or suggested by or to Executive during said term of employment relating to the Company’s assigned duties hereunder or any of its subsidiaries’ business shall, at all times and for all purposes, be regarded as acquired and held by Executive in his fiduciary capacity and solely for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information) its subsidiaries. The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant Pursuant to 18 USC U.S.C. § 1833(b), an individual may Executive understands that he will not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret: secret of the Company or any of its subsidiaries that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, his attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding , . Executive understands that if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer he files a lawsuit for retaliation based on by the Company or any of its subsidiaries for reporting of a suspected violation of law law, he may disclose a the trade secret to his attorney and use the trade secret information in the court proceeding, so long as proceeding if he (I) files any document containing the trade secret is filed under seal seal, and the individual (II) does not disclose the trade secret secret, except pursuant to court order . Nothing in this Employment Agreement, or any other agreement that Executive has with the Company, is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Employment Agreement or any other agreement that Executive has with the Company or any of its affiliates shall prohibit or restrict him from making any voluntary disclosure of information or documents concerning possible violations of law to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to the Company.

Appears in 4 contracts

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

Confidentiality. The Executive agrees that Executive he will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity, other than in either during the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder Term or at any time thereafter after the expiration or termination of the Term, disclose to any business and technical other Person any confidential or proprietary information or trade secrets of the Company, nonpublic the Company’s Parent, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of their subsidiaries, except for (a) disclosures to directors, officers, key employees, independent accountants and counsel of the Company and its subsidiaries as may be necessary or appropriate in the performance of the Executive’s representatives; duties hereunder, (b) disclosures which do not have a material adverse effect on the business or operations of the Company and its subsidiaries, taken as a whole, ( iii c) disclosures which the Executive is required to make by law or by any court, arbitrator or administrative or legislative body (including any committee thereof) with apparent jurisdiction to order the Executive to disclose or make accessible any information, (d) disclosures with respect to any other litigation, arbitration or mediation involving this Agreement, and (e) disclosures of any such confidential or proprietary information that is, at the time of such disclosure, generally known to and available for use by applicable law the public otherwise than by the Executive’s wrongful act or omission. The Executive agrees not to take with him upon leaving the employ of the Company any document or paper relating to any confidential information or trade secret of the Company and its subsidiaries, regulation or legal process (provided except that Executive provides the Company with prior notice shall be entitled to retain (i) papers and other materials of the contemplated disclosure a personal nature, including but limited to, photographs, correspondence, personal diaries, calendars and cooperates at Rolodexes (so long as such Rolodexes do not contain the Company’s cost with the Company in seeking a protective order or other appropriate protection only copy of such business contact information) . The Company , personal files and Executive acknowledge that phone books, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint information showing his compensation or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret relating to his attorney reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes, and use (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order Company.

Appears in 4 contracts

Samples: Employment Agreement (Selective Insurance Group Inc), Employment Agreement (Selective Insurance Group Inc), Employment Agreement (Selective Insurance Group Inc)

Confidentiality. Executive agrees that As an employee of Employer, Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate have access to any person or entity, other than and may participate in the course origination of Executive’s assigned duties hereunder non-public, proprietary and for the benefit of the Employer confidential information relating to Employer and/or its affiliates and Executive acknowledges a fiduciary duty owed to Employer and its affiliates not to disclose any such information. Confidential information may include, either while Executive but is employed by the Company hereunder or at any time thereafter not limited to, any business and technical information or trade secrets, nonpublic, proprietary or confidential customer lists and information, knowledge internal corporate planning, methods of marketing and operation, and other data or data relating to the information of or concerning Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder and its affiliates or otherwise. The foregoing will their customers that is not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or generally in the banking industry. Executive agrees that for a period of three (3) years following the cessation of employment, Executive will not use or disclose to any third party any such confidential information, either directly or indirectly, except as may be authorized in writing specifically by Employer ’s industry subsequent ; provided, however that to disclosure the extent the information covered by this Section 10 is otherwise protected by the law, such as “trade secrets,” as defined by the Virginia Uniform Trade Secrets Act, or customer information protected by banking privacy laws, that information shall not be disclosed or used for however long the legal protections applicable to Executive through no wrongful act by Executive such information remain in effect. Nothing in this Agreement is intended to or will be used in any of way to limit Executive’s representatives; rights to voluntarily communicate with, file a claim or (iii) Executive is required report with, or to disclose otherwise participate in an investigation with, any federal, state, or local government agency, as provided for, protected under or warranted by applicable law . Executive does not need prior approval before making any such communication, regulation report, claim, disclosure or legal process (provided participation and is not required to notify Employer that such communication, report, claim, or participation has been made. Additionally, federal law provides certain protections to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances. Specifically, Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held criminally or civilly liable under any criminal state or civil federal or state trade secret law for the disclosure of a trade secret secret that: (a) is made (i) made in confidence to a state, federal or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law law; or ( ii b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding , if such filing is made under seal. The Company and ; or (c) in a lawsuit alleging retaliation by Employer against Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret law, Executive discloses to his Executive’s attorney and use the trade secret information uses in the court proceeding, so as long as any document containing the trade secret is filed under seal and the individual Executive does not disclose the trade secret except pursuant to a court order.

Appears in 4 contracts

Samples: Employment Agreement (John Marshall Bancorp, Inc.), Employment Agreement (John Marshall Bancorp, Inc.), Employment Agreement (John Marshall Bancorp, Inc.)

Confidentiality. Executive agrees that Executive will Except as may be required by applicable law or the rules and regulations of any national securities exchange or national automated quotation system, the Employee shall not, directly at any time or indirectly under any circumstances during the term of the Employee’s employment with the Corporation and after the termination of the Employee’s employment, use, make available, sell, disclose or otherwise communicate to any person or entity, other than in the course of Executive’s assigned duties hereunder and except for the benefit of the Employer Corporation in carrying out the Employee’s duties hereunder, either while Executive is employed by directly or indirectly communicate or disclose to any person any confidential knowledge or information of the Company hereunder Corporation or at any time thereafter of its subsidiaries howsoever acquired (except as set forth below), nor shall the Employee utilize or make available any such knowledge or information directly or indirectly in connection with any business or activity in which the Employee is or proposes to be involved, or in connection with the transfer or proposed transfer of any of the Employee’s securities or in connection with the solicitation or acceptance of employment with any person. Employee acknowledges that were Employee to work for a competitor of the Corporation it would be inevitable that Employee would use or disclose confidential knowledge and technical information. Knowledge and information or subject to this Section 5.1 includes, but is not limited to, formulas, circuits, drawings, designs, mask works, plans, proposals, marketing and sales data, financial information, cost and pricing information, customer lists, trade secrets, nonpublic, proprietary or confidential personnel information, knowledge or data relating policies and procedures, organizational charts, telephone directories, and concepts and ideas related to the Employer whether past, present, or future business of the foregoing will Corporation or any affiliated or predecessor entity (including any of Parent’s subsidiaries, including but not limited to APT) which have not been obtained publicly released by Executive during Executive’s employment hereunder or otherwise duly authorized representatives of Corporation. The foregoing Employee will not apply be under no obligation of confidentiality with respect to any information that the Employee can show (i ) is or becomes available to the general public through no fault of the Employee; (ii) was known to the public prior to its Employee before disclosure to Executive without obligation of confidentiality; ( ii iii) becomes generally known to is independently developed by the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives Employee; or ( iii iv) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice lawfully received from a third party without obligation of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information) confidentiality. The Company and Executive acknowledge that, notwithstanding anything to terms of this Section 5.1 shall survive the contrary contained in termination of this Agreement , pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order .

Appears in 4 contracts

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

Confidentiality. The Executive shall at all times during the period of his employment and thereafter hold in confidence any and all Confidential Information (as defined below) that may have come or may come into his possession or within his knowledge concerning the products, services, processes, businesses, suppliers, customers and clients of the Company or its controlled affiliates. The Executive agrees that Executive neither he nor any person or enterprise controlled by him will not, for any reason directly or indirectly, use for himself or any other person, make available, sell, use or disclose or otherwise communicate to any person or entity, other than in the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets , nonpublic , proprietary or confidential information, knowledge inventions, manufacturing or data relating to the Employer whether industrial processes or procedures, patents, trademarks, trade names, customer lists, service marks, service names, copyrights, applications for any of the foregoing will have been obtained by or licenses or other rights in respect thereof (collectively, “Confidential Information”), owned or used by, or licensed to, the Company or any of its controlled affiliates, provided that the Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information may disclose Confidential Information that (i) was known has become generally available to the public prior other than as a result of a breach of this agreement by the Executive or pursuant to its disclosure to Executive; (ii) becomes generally known an order of a court of competent jurisdiction or of a governmental agency, department or commission. Upon termination of his employment under this agreement, the Executive shall promptly surrender to the public Company all documents he believes contain Confidential Information and that are within his possession or in control, other than documents to which the Employer’s industry subsequent Executive is or was a party or that relate to disclosure to Executive through no wrongful act by the Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly basis, or to an attorney purported basis, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to which his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order employment was terminated.

Appears in 4 contracts

Samples: Employment Agreement (Bed Bath & Beyond Inc), Employment Agreement (Bed Bath & Beyond Inc), Employment Agreement (Bed Bath & Beyond Inc)

Confidentiality. Executive agrees that Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity, other than in In the course of Executive’s assigned duties hereunder employment with and involvement with Sterling and its affiliates, Executive has obtained, or may obtain, secret or confidential information, knowledge or data concerning Sterling’s and its affiliates’ businesses, strategies, operations, clients, customers, prospects, financial affairs, organizational and personnel matters, policies, procedures and other nonpublic matters, or concerning those of third parties. Executive shall hold in a fiduciary capacity for the benefit of the Employer Sterling and its affiliates, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary all secret or confidential information, knowledge or data relating to the Employer whether the foregoing will Sterling or any of its affiliated companies, and their respective businesses, which shall have been obtained by Executive during Executive’s employment hereunder by Sterling or otherwise. The foregoing will any of its affiliates and which shall not apply to information that be or become public knowledge ( i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act other than by acts by Executive or representatives of Executive in violation of this Agreement). All records, files, memoranda, reports, customer lists, documents and the like (whether in paper or electronic format) that Executive has used or prepared during Executive’s employment shall remain the sole property of Sterling and shall be promptly returned to Sterling’s premises upon any termination of employment. After termination of Executive’s representatives; services with Sterling, Executive shall not, without the prior written consent of the Bank or (iii) Executive as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Bank and those designated by it. The confidentiality provision contained herein is required in addition to disclose by and not in limitation of Executive’s duties as an officer and director under applicable law . For purposes of this Section 8 and Section 9, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at references to the Company ’s cost with , the Company in seeking a protective order or other appropriate protection of such information) Bank, Sterling and their affiliates shall include their predecessor and any successor entities. The Company and Notwithstanding the foregoing, Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may will not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for a disclosure of a trade secret: secret that (a) is made (i) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law law; or ( ii b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and protected from public disclosure. Further, nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the individual Department of Justice, the Securities and Exchange Commission, Congress, and any federal Inspector General, or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive does not disclose need the trade secret except pursuant prior authorization of the Company to court order make any such reports or disclosures and is not required to notify the Company that he has made such reports or disclosures.

Appears in 4 contracts

Samples: Employment Agreement (Sterling Bancorp), Employment Agreement (Sterling Bancorp), Employment Agreement (Sterling Bancorp)

Confidentiality. Executive agrees that As an employee of Employer, Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate have access to any person or entity, other than and may participate in the course origination of Executive’s assigned duties hereunder non-public, proprietary and for the benefit of the Employer confidential information relating to Employer and/or its affiliates and Executive acknowledges a fiduciary duty owed to Employer and its affiliates not to disclose any such information. Confidential information may include, either while Executive but is employed by the Company hereunder or at any time thereafter not limited to, any business and technical information or trade secrets, nonpublic, proprietary or confidential customer lists and information, knowledge internal corporate planning, methods of marketing and operation, and other data or data relating to the information of or concerning Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder and its affiliates or otherwise. The foregoing will their customers that is not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or generally in the banking industry. Executive agrees that for a period of five (5) years following the cessation of employment, Executive will not use or disclose to any third party any such confidential information, either directly or indirectly, except as may be authorized in writing specifically by Employer ’s industry subsequent ; provided, however that to disclosure the extent the information covered by this Section 8 is otherwise protected by the law, such as “trade secrets,” as defined by the Virginia Uniform Trade Secrets Act, or customer information protected by banking privacy laws, that information shall not be disclosed or used for however long the legal protections applicable to Executive through no wrongful act by such information remain in effect. Nothing in this Agreement restricts or prohibits Executive or any of Executive’s representatives; counsel from initiating communications directly with, responding to any inquiry from, volunteering information to, or providing testimony before a self-regulatory authority or a governmental, law enforcement or other regulatory authority, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Congress, and any Office of Inspector General ( iii) collectively, the “Regulators”), from participating in any reporting of, investigation into, or proceeding regarding suspected violations of law, or from making other disclosures that are protected under or from receiving an award for information provided under the whistleblower provisions of state or federal law or regulation. Executive does not need the prior authorization of Employer to engage in such communications with the Regulators, respond to such inquiries from the Regulators, provide confidential information or documents containing confidential information to the Regulators, or make any such reports or disclosures to the Regulators. Executive is not required to disclose by applicable law, regulation or legal process (provided notify Employer that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost has engaged in such communications with the Company in seeking a protective order or other appropriate protection of such information) Regulators. The Company Executive recognizes and Executive acknowledge agrees that, notwithstanding anything in connection with any such activity outlined above, Executive must inform the Regulators that the information Executive is providing is confidential. Federal law provides certain protections to the contrary contained individuals who disclose a trade secret to their attorney, a court, or a government official in this Agreement certain, pursuant to 18 USC § 1833(b) confidential circumstances. Specifically, federal law provides that an individual may shall not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret secret under either of the following conditions: · Where the disclosure is made ( i a) made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney , ; and (b) solely for the purpose of reporting or investigating a suspected violation of law law; or (ii) · Where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge Federal law also provides that an individual suing who files a lawsuit for retaliation by an employer for retaliation based on the reporting of a suspected violation of law may disclose a the trade secret to his the attorney of the individual and use the trade secret information in the court proceeding, so long as if the individual (a) files any document containing the trade secret is filed under seal seal; and the individual (b) does not disclose the trade secret secret, except pursuant to court order.

Appears in 4 contracts

Samples: Employment Agreement (Delmar Bancorp), Employment Agreement (Carter Bankshares, Inc.), Employment Agreement (Delmar Bancorp)

Confidentiality. Executive agrees that (i) Executive will not, directly in any manner that could be or indirectly is detrimental to the Company, use at any time (whether during or after Executive’s employment with the Company or any of its Subsidiaries) (x) retain or use for the benefit, make available, sell, disclose purposes or otherwise communicate to account of Executive or any person or entity, other Person other than in the course good faith performance of Executive’s assigned duties hereunder and for the benefit of the Employer duties; or (y) disclose, either while Executive is employed by divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company hereunder (other than its professional advisers who are bound by confidentiality obligations or at any time thereafter otherwise in performance of Executive’s duties and pursuant to customary industry practice), any business and technical information or trade secrets, nonpublic non-public, proprietary or confidential information information (including without limitation trade secrets, knowledge know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals) concerning the past, current or data relating future business, activities and operations of the Company, its Subsidiaries or Affiliates and/or any third party that has disclosed or provided any of same to the Employer whether Company on a confidential basis (“Confidential Information”) without the foregoing will have been obtained prior written authorization of the Board; provided, however, that the conscious awareness of any Confidential Information (as opposed to the physical possession of documentary Confidential Information) by Executive during Executive, and Executive’s employment hereunder or otherwise. The foregoing will not apply to consideration of such information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of connection with Executive’s representatives; pursuit or (iii) Executive evaluation of, involvement with or participation in, any project or activity that is required not prohibited by this Appendix C shall be deemed not to disclose by applicable law constitute a breach of this Section 2 in any manner whatsoever, regulation or legal process (provided that Executive provides unless such Executive’s use of such Confidential Information has an objective and detrimental impact on the business of the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order its Subsidiaries.

Appears in 4 contracts

Samples: Management Unit Subscription Agreement (Nevada Property 1 LLC), Management Unit Subscription Agreement (Nevada Property 1 LLC), Management Unit Subscription Agreement (Nevada Property 1 LLC)

Confidentiality. Executive agrees I agree that Executive I will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity, other than during my employment with the Company (except in the course of Executive’s assigned duties hereunder and for the benefit furtherance of the Employer Company’s interests), either while Executive is employed by the Company hereunder or at any time thereafter after employment terminates, without the prior written consent of the Company Vice President of Human Resources, disclose any Confidential Information to or use any Confidential Information for, any third party or entity. This restriction prohibits me from, among other activities, engaging in or preparing to engage in developing, producing, marketing, distributing or selling lawn, garden, animal health, animal nutrition or pet related products for any business entity if that activity in any way involves the use or disclosure of Company Confidential Information and technical diverting or attempting to divert any business or customers from the Company using Confidential Information. To the extent that any Confidential Information is determined by a court of competent jurisdiction to be confidential information or rather than a trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by secret under applicable law, regulation or legal process (provided the prohibition on use and disclosure of that Executive provides specific information shall be in effect for a period of three years after the Company termination of my employment with prior notice of the contemplated disclosure and cooperates at the Company ’s cost ; otherwise the prohibition shall last until the information ceases to be a trade secret (other than through any breach of secrecy by me or other third parties under a duty of secrecy to the Company). In the event that after my employment with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding ceases, if such filing is made under seal. The I have any doubt about whether particular information may be used or disclosed, I will contact the Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting Vice President of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order Human Resources.

Appears in 4 contracts

Samples: Employment Agreement (Central Garden & Pet Co), Employment Agreement (Central Garden & Pet Co), Employment Agreement (Central Garden & Pet Co)

Confidentiality. Executive Employee agrees that Executive Employee will not not disclose the contents of this Agreement, directly including the amount of monetary payment, to anyone other than Employee’s attorneys, financial advisers, or indirectly Employee’s spouse or registered domestic partner, use or pursuant to an appropriate order from a court or other entity with competent jurisdiction. Before disclosing the contents of this Agreement to any person described above, make available Employee will obtain the agreement of that person not to disclose the contents of the Agreement without prior written consent of the Employer or as required by court order, sell statute, law or regulation or as authorized in Paragraph II.F(2). The Employer, and its officers, directors, agents and management-level employees, will have the right to discuss Employee’s employment and this Agreement among themselves. In addition, Employee acknowledges that Employee has held positions of trust and confidence with the Employer, and that during the course of Employee’s employment Employee has received or been exposed to material and other information concerning its customers or clients; its sales, marketing and financial information; its trade secrets and other information which is proprietary in nature, confidential to the Employer, and not generally available to the public or to the Employer’s competitors, and which, if used or divulged against the Employer’s best interests would irreparably damage its ability to compete in the marketplace (“Confidential Information”). Employee further agrees not to possess, use or disclose or otherwise communicate to any person or entity entity any Confidential Information without the prior, other than in the course of Executive’s assigned duties hereunder and for the benefit written consent of the Employer, either while Executive is employed or except as may be required by court order, statute, law or regulation, or as authorized in Paragraph II.F(2), above. Notwithstanding the Company hereunder foregoing, Employee acknowledges that Employee has the right, without notice to or at authorization from the Employer, to communicate and cooperate in good faith with any time thereafter federal, any business and technical information state, or trade secrets, nonpublic, proprietary local governmental agency or confidential information, knowledge or data relating to commission (“Government Agency”) for the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that purpose of (i) was known to the public prior to its disclosure to Executive; reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) becomes generally known to the public participating in any investigation or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act proceeding that may be conducted or managed by Executive any Government Agency, including by providing documents or any of Executive’s representatives; other information, or (iii) Executive is required to disclose by applicable law, regulation filing a charge or legal process (provided that Executive provides the Company complaint with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order Government Agency.

Appears in 4 contracts

Samples: Release Agreement (Kapstone Paper & Packaging Corp), Release Agreement (Kapstone Paper & Packaging Corp), Release Agreement (Kapstone Paper & Packaging Corp)

Confidentiality. During the period of his employment and for a period of six (6) months from the Date of Termination hereunder, the Executive agrees that Executive will not shall keep confidential and shall not divulge to any other party or use for the Executive's benefit, directly or indirectly, use any and all private, make available secret and confidential information relating to such matters as the finances, sell methods of operation and competition, disclose or otherwise communicate to any person or entity pricing, marketing plans and strategies, equipment and operational requirements and information of the Company, other than in the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive such information which (a) is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known becomes generally available to the public prior to its other than as a result of a disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or ( iii b) Executive is required to disclose be disclosed by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in by a complaint judicial, administrative or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order regulatory authority.

Appears in 4 contracts

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

Confidentiality. Executive hereby covenants and agrees that Executive that, except as specifically requested or directed by the Company, he will not, directly or indirectly, use, make available, sell, not disclose or otherwise communicate to any person not employed by the Company, or entity use in connection with engaging in competition with the Company, any confidential or proprietary information (as provided below) of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s breach of this Section 13) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, consulting solutions and processes, and all other secrets and all other information of a confidential or proprietary nature which is protected by the Uniform Trade Secrets Act. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary. The foregoing obligations imposed by this Section 13 will not apply (i) in the course of Executive’s assigned duties hereunder the business of and for the benefit of the Employer Company, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes if such confidential or proprietary information has become, through no fault of Executive, generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; public, or (iii) if Executive is required by law to disclose make disclosure (after giving the Company notice and an opportunity to contest such requirement). In addition, if not otherwise filed by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice the U.S. Securities and Exchange Commission (“SEC”) and available through public disclosure from the SEC, Executive agrees not to disclose the terms of this Agreement to anyone, except Executive’s spouse, attorney and, as necessary, tax/financial advisor, except as may be required by law. Likewise, the Company agrees that the terms of this Agreement will not be disclosed except as may be necessary to obtain approval or authorization to fulfill its obligations hereunder or as required by law. It is expressly understood that any violation of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking confidentiality obligation imposed hereunder constitutes a protective order or other appropriate protection material breach of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement , pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order .

Appears in 4 contracts

Samples: Employment Agreement (Massey Energy Co), Employment Agreement (Massey Energy Co), Employment Agreement (Massey Energy Co)

Confidentiality. Executive agrees 10.1 School hereby acknowledges that Executive will not during the performance of the Services hereunder, directly School may obtain information which is highly confidential or indirectly proprietary, use concerns the business or affairs of Foundation or its affiliates, make available and is not generally available to the public, sell including, without limitation, employee, customer, subscriber or provider data; medical information; trade secrets; ; business plans; methods and procedures of operation; the Program Materials (as defined in Exhibit B); and similar proprietary information. School shall: (i) treat, and obligate its Key Personnel to treat, as confidential all such information, whether or not identified as confidential; (ii) use such information only in connection with the Services to be provided under this Agreement and for no other purpose; and (iii) not disclose or otherwise communicate distribute any such information or make available any reports, recommendations, or work product which is produced for Foundation to any person or entity, other than or use it in the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order manner whatsoever.

Appears in 4 contracts

Samples: Agreement, Agreement, Agreement

Confidentiality. The Executive agrees that Executive will shall not , without the prior express written consent of the Company, directly or indirectly, use use for any purpose any Confidential Information (as defined below) in any way, make available, sell or divulge, disclose or otherwise communicate make available or accessible any Confidential Information to any person person, firm, partnership, corporation, trust or entity, any other than in the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder entity or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that third party unless (i) was known to such disclosure is reasonably necessary or appropriate in connection with the public prior to its disclosure to Executive; performance by the Executive of his duties as an executive of the Company or (ii) becomes generally known to the public or in the Employer’s industry subsequent to such disclosure to Executive through no wrongful act is required by Executive or any of Executive’s representatives; applicable law or (iii) the Executive is requested or required by a judicial or arbitration body or governmental agency (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose by applicable law any such information, regulation or legal process in which case the Executive will ( provided that Executive provides A) promptly notify the Company of such request or requirement, so that the Company may seek an appropriate protective order and (B) cooperate with prior notice the Company, at its expense, in seeking such an order. "Confidential Information" means all information respecting the business and activities of the contemplated disclosure Company and cooperates at any of its Subsidiaries, including, without limitation, respecting the clients, customers, suppliers, employees, consultants, prospects, computer or other files, projects, products, computer disks or other media, computer hardware or computer software programs, underwriting, lending or investment standards, marketing plans, financial information, methodologies, know-how, processes, trade secrets, policies, practices, projections, forecasts, formats, operational methods, product development techniques, research, strategies or information agreed to with third-parties to be kept confidential by the Company and any of its Subsidiaries. Notwithstanding the immediately preceding sentence, Confidential Information shall not include any information that is, or becomes, a part of the public domain or generally available to the public (unless such availability occurs as a result of any breach by the Executive of this Agreement or any breach by an employee of the Company of a similar agreement) or any business knowledge and experience of the type usually acquired by persons engaged in positions similar to the Executive's position with the Company ’s cost with , to the extent such knowledge and experience is not specific to the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything not proprietary to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under Company or any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order its Subsidiaries.

Appears in 4 contracts

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

Confidentiality. The Executive acknowledges and agrees that his work for the Employers will bring him into close contact with many confidential affairs of the Employers not readily available to the public, including plans for further developments or activities by the Employers or their subsidiaries or affiliates. The Executive agrees that during the Employment Period and at all times thereafter, he shall keep and retain in the strictest confidence all confidential matters (“Confidential Information”) of the Employers and their subsidiaries and affiliates, including but not limited to, “know how,” sales and marketing information or plans; business or strategic plans; salary, bonus or other personnel information; information about or concerning existing, new or potential customers, franchisees, clients or shareholders; trade secrets; pricing policies; operational methods; technical processes; inventions and research projects; and other business affairs of the Employers and their subsidiaries or affiliates, in each case that the Executive will not, directly may develop or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity, other than learn in the course of Executive’s assigned duties hereunder his employment, and shall not remove such Confidential Information from the Employers’ premises (other than for the benefit purpose of working from home), use such Confidential Information for personal gain or disclose such Confidential Information to anyone outside of the Employer Employers, either while Executive is employed by during or after the Company hereunder or at any time thereafter Employment Period, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that except (i) was known to in good faith, in the public prior to its disclosure to Executive course of performing his duties under this Agreement; (ii) with the prior written consent of the Board; (iii) it being understood that Confidential Information shall not be deemed to include any information that is or becomes generally known available to the public or in other than as a result of disclosure by the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive ’s representatives ; or ( iii iv) to the extent disclosure is compelled by a court of competent jurisdiction, arbitrator, agency, or other tribunal or investigative body in accordance with any applicable statute, rule or regulation (but only to the extent any such disclosure is compelled, and no further). Further, nothing herein shall prevent the Executive is required to disclose from cooperating with any investigation or inquiry conducted by applicable law, regulation the Equal Employment Opportunity Commission regarding any employment practice or legal process (provided that Executive provides the Company with prior notice policy of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information) Employers. The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement In addition, pursuant to Section 7 of the Defend Trade Secrets Act of 2016 (which added 18 USC U.S.C. § 1833(b) ), an individual may the Executive acknowledges that he shall not be held liable under any have criminal or civil liability under any federal or state trade secret law for for, and nothing herein prohibits, the disclosure of a trade secret: secret or Confidential Information that (A) is made (i) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law law; or ( ii B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such Section. Upon the termination of the Executive’s employment with the Employers, or at any time the Employers may so request, the Executive shall return to the Employers all tangible embodiments (in whatever medium) relating to Confidential Information and Executive further acknowledge Work Product (as hereinafter defined) that an individual suing an employer for retaliation based on the reporting of a suspected violation of law he may disclose a trade secret to then possess or have under his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order control.

Appears in 4 contracts

Samples: Employment Agreement (Liberty Tax, Inc.), Employment Agreement (Liberty Tax, Inc.), Employment Agreement (Liberty Tax, Inc.)

Confidentiality. Executive agrees that Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity, other than in In the course of Executive’s assigned duties hereunder employment with and involvement with Sterling and its affiliates, Executive has obtained, or may obtain, secret or confidential information, knowledge or data concerning Sterling’s and its affiliates’ businesses, strategies, operations, clients, customers, prospects, financial affairs, organizational and personnel matters, policies, procedures and other nonpublic matters, or concerning those of third parties. Executive shall hold in a fiduciary capacity for the benefit of the Employer Sterling and its affiliates, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary all secret or confidential information, knowledge or data relating to the Employer whether the foregoing will Sterling or any of its affiliated companies, and their respective businesses, which shall have been obtained by Executive during Executive’s employment hereunder by Sterling or otherwise. The foregoing will any of its affiliates and which shall not apply to information that be or become public knowledge ( i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act other than by acts by Executive or representatives of Executive in violation of this Agreement). All records, files, memoranda, reports, customer lists, documents and the like (whether in paper or electronic format) that Executive has used or prepared during Executive’s employment shall remain the sole property of Sterling and shall be promptly returned to Sterling’s premises upon any termination of employment. After termination of Executive’s representatives; services with Sterling, Executive shall not, without the prior written consent of the Bank or (iii) Executive as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Bank and those designated by it. The confidentiality provision contained herein is required in addition to disclose by and not in limitation of Executive’s duties as an officer and director under applicable law . For purposes of this Section 8 and Section 9, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at references to the Company ’s cost with , the Company in seeking a protective order or other appropriate protection of such information) Bank, and their affiliates shall include their predecessor and any successor entities. The Company and Notwithstanding the foregoing, Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may will not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for a disclosure of a trade secret: secret that (a) is made (i) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law law; or ( ii b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and protected from public disclosure. Further, nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the individual Department of Justice, the Securities and Exchange Commission, Congress, and any federal Inspector General, or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive does not disclose need the trade secret except pursuant prior authorization of the Company to court order make any such reports or disclosures and is not required to notify the Company that he has made such reports or disclosures.

Appears in 4 contracts

Samples: Release Agreement (Sterling Bancorp), Release Agreement (Sterling Bancorp), Release Agreement (Sterling Bancorp)

Confidentiality. Executive Employee hereby acknowledges his understanding that as a result of his employment by CSL, he will have access to, and possession of, valuable and important confidential or proprietary data, documents and information concerning CSL, its operations and its future plans. Employee hereby agrees that Executive he will not, directly either during the term of his employment with CSL, or indirectly at any time after the term of his employment with CSL, use, make available, sell, disclose divulge or otherwise communicate to any person or entity, other than in or direct any employee or agent of CSL or of his to divulge or communicate to any person or entity, or use to the course detriment of Executive’s assigned duties hereunder and CSL or for the benefit of the Employer any other person or entity, either while Executive is employed by the Company hereunder or at make or remove any time thereafter copies of, any business and technical such confidential information or trade secrets, nonpublic, proprietary data or confidential information, knowledge whether or data not marked or otherwise identified as confidential or secret. Upon any termination of this Agreement for any reason whatsoever, Employee shall surrender to CSL any and all materials, including but not limited to drawings, manuals, reports, documents, lists, photographs, maps, surveys, plans, specifications, accountings and any and all other materials relating to the Employer Company or any of its business, including all copies thereof, that Employee has in his possession, whether or not such material was created or compiled by Employee, but excluding, however, personal memorabilia belonging to Employee. With the foregoing will have been obtained by Executive during Executive’s employment hereunder exception of such excluded items, materials, etc., Employee acknowledges that all such material is solely the property of CSL, and that Employee has no right, title or otherwise interest in or to such materials. The foregoing will Notwithstanding anything to the contrary set forth in this Paragraph 8, the Provisions of this Paragraph 8 shall not apply to information that which: (i) was known is or becomes generally available to the public prior to its other than as a result of disclosure to Executive; by Employee, or (ii) becomes generally is already known to Employee as of the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any date of Executive’s representatives; this Agreement from sources other than CSL, or (iii) Executive is required to disclose be disclosed by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint by regulatory or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order judicial process.

Appears in 4 contracts

Samples: Employment Agreement (Capital Senior Living Corp), Employment Agreement (Capital Senior Living Corp), Employment Agreement (Capital Senior Living Corp)

Confidentiality. Executive acknowledges that as part of Executive’s employment with the Company, Executive has had access to and will continue to have access to Confidential Information. Executive recognizes that in order to guard the legitimate interests of the Company, it is necessary for it to protect all Confidential Information. Executive agrees that to keep secret all Confidential Information to which Executive will not has had or may have access, directly and shall not use for Executive's own benefit or indirectly the benefit of any third party, use or disclose, make available, sell, disclose or otherwise communicate such Confidential Information to any person or entity, other than except (i) in the course of of, and to the extent required to perform, Executive’s assigned duties hereunder and for the benefit of the Employer Company, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act extent required by Executive or any of Executive’s representatives; applicable law, or (iii) Executive to Executive’s personal advisors, to the extent such advisors agree to be bound by this provision. This obligation is required understood to disclose by be in addition to any protection the Company may be entitled to under applicable law , regulation . Confidential Information shall not include any information that is within the public domain or legal process (provided enters the public domain through no act of the Executive. Nothing in this agreement prohibits Executive from reporting an event that Executive provides reasonably and in good faith believes is a violation of law to the Company with prior notice relevant law-enforcement agency, or from cooperating in an investigation conducted by such a government agency. This may include disclosure of Trade Secret or Confidential Information within the contemplated disclosure and cooperates at limitations permitted by the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information Defend Trade Secrets Act (DTSA). The Company and Executive acknowledge that You are notified that under the DTSA, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an no individual may not will be held criminally or civilly liable under any criminal Federal or civil federal or state State trade secret law for disclosure of a trade secret secret (as defined in the Economic Espionage Act) that is: ( i x) made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law or law; or, ( ii xi) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal seal so that it is not made public. The Company and Executive further acknowledge that And, an individual suing who pursues a lawsuit for retaliation by an employer for retaliation based on the reporting of a suspected violation of the law may disclose a the trade secret to his the attorney of the individual and use the trade secret information in the court proceeding, so long as if the individual files any document containing the trade secret is filed under seal seal, and the individual does not disclose the trade secret secret, except pursuant to as permitted by court order . ..

Appears in 4 contracts

Samples: Separation and General Release Agreement (PHH Corp), Separation and General Release Agreement (PHH Corp), Employment Agreement (PHH Corp)

Confidentiality. While employed by TSY or any TSY Affiliate and after Executive’s employment terminates, in consideration of the obligations of TSY hereunder, including without limitation the disclosure of Confidential Information to Executive, Executive agrees that Executive will not shall keep secret and retain in strictest confidence, directly or indirectly, use, make available, sell, and shall not disclose or otherwise communicate to any person third-party or entity, other than in the course of Executive’s assigned duties hereunder and use for his benefit or the benefit of others, except in connection with the Employer business affairs of TSY or any other Benefited Persons, either while Executive is employed any Confidential Information, including, without limitation, information concerning the financial condition, prospects, methods of doing business, marketing and promotion of services of TSY or any TSY Affiliate, disclosed to or known by the Company hereunder Executive as a consequence of his employment by TSY or any TSY Affiliate, which information is not generally known or otherwise lawfully obtainable in the public domain, unless compelled to do so by a valid subpoena or other legal mandate. In the event Executive receives such a subpoena or other legal mandate, he shall provide TSY with written notice of same at any time thereafter, any least ten (10) business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating days prior to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) date Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of make such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order disclosure.

Appears in 4 contracts

Samples: Employment Agreement (Trustreet Properties Inc), Employment Agreement (Trustreet Properties Inc), Employment Agreement (Trustreet Properties Inc)

Confidentiality. The Executive agrees that Executive will shall not , during the Term of Employment and at any time thereafter, without the prior express written consent of the Company, directly or indirectly, use, make available, sell divulge, disclose or otherwise communicate make available or accessible any Confidential Information (as defined below) to any person person, firm, partnership, corporation, trust or entity, any other entity or third party (other than when required to do so in good faith to perform the Executive’s duties and responsibilities under this Agreement or when (a) required to do so by a lawful order of a court of competent jurisdiction, any governmental authority or agency, or any recognized subpoena power, or (b) necessary to prosecute the Executive’s rights against the Company or its Affiliates or to defend himself against any allegations). In addition, the Executive shall not create any derivative work or other product based on or resulting from any Confidential Information (except in the course good faith performance of his duties under this Agreement). The Executive shall also proffer to the Board’s designee, no later than the effective date of any termination of his employment as chief executive officer with the Company for any reason, and without retaining any copies, notes or excerpts thereof, all memoranda, computer disks or other media, computer programs, diaries, notes, records, data, customer or client lists, marketing plans and strategies, and any other documents consisting of or containing Confidential Information that are in the Executive’s assigned duties hereunder actual or constructive possession or which are subject to his control at such time. For purposes of this Agreement, “Confidential Information” shall mean all information respecting the business and for the benefit activities of the Employer Company, either while Executive is employed by or any Affiliate of the Company, including, without limitation, the terms and provisions of this Agreement, the clients, customers, suppliers, employees, consultants, computer or other files, projects, products, computer disks or other media, computer hardware or computer software programs, marketing plans, financial information, methodologies, know-how, processes, practices, approaches, projections, forecasts, formats, systems, data gathering methods and/or strategies of the Company hereunder or at any time thereafter Affiliate. Notwithstanding the immediately preceding sentence, Confidential Information shall not include any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known is, or becomes, generally available to the public prior to its disclosure to Executive; ( ii) becomes generally known to unless such availability occurs as a result of the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice breach of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection any portion of such information this Section 9.3) . The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order .

Appears in 4 contracts

Samples: Executive Employment Agreement (Constar International Inc), Employment Agreement (Constar International Inc), Executive Employment Agreement (Constar International Inc)

Confidentiality. Executive Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that Executive will not that, directly subject to the following sentence, Participant shall not during his or indirectly her Service (except in connection with the proper performance of his or her duties) and thereafter, use, make available, sell without the prior written consent of the Corporation, disclose or otherwise communicate to any person or entity, other than entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Executive Participant’s assigned duties hereunder Service. This paragraph shall not be applicable if and for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive extent Participant is required to disclose testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by applicable Participant by any law, regulation or legal process (provided order of any court or regulatory commission, department or agency. Participant further agrees that Executive provides if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Company with prior notice Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order Corporation or other appropriate protection an Affiliate. For purposes of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b) the term “secret or confidential information” shall include, an individual may but not be held liable under limited to, any criminal and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or civil federal any other information of whatever nature in the possession or state trade secret law for disclosure control of a trade secret: (i) made in confidence the Corporation or an Affiliate, that has not been published or disclosed to a government official the general public, either directly the options industry or indirectly the commodities futures industry, or provided that such term shall not include knowledge, skills, and information that is common to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order or profession of Participant.

Appears in 4 contracts

Samples: Restricted Stock Award Agreement (CBOE Holdings, Inc.), Restricted Stock Unit Award Agreement (CBOE Holdings, Inc.), Restricted Stock Unit Award Agreement (CBOE Holdings, Inc.)

Confidentiality. Executive agrees that Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity, other than in (A) In the course of Executive’s assigned duties hereunder and for the benefit of the Employer his employment, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of its subsidiaries may disclose or make known to Executive ’s representatives; or (iii) Executive is required to disclose by applicable law , regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that may be given access to or may become acquainted with, notwithstanding anything certain information, trade secrets or both, including but not limited to confidential information and trade secrets regarding tapes, computer programs, designs, skills, procedures, formulations, methods, documentation, drawings, facilities, customers, policies, marketing, pricing, customer lists and leads, and other information and know-how, all relating to or useful in Employer's business or the contrary contained in this Agreement business of its subsidiaries and/or affiliates (collectively, pursuant to 18 USC § 1833(b the "Information"), an individual may and which Employer considers proprietary, desires to maintain confidential and is not be held liable under in the public domain. During the Employment Period and at all times thereafter, Executive shall not in any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official manner, either directly or indirectly, divulge, disclose or communicate to an attorney any person or firm, solely except to or for the purpose of reporting Employer's benefit as directed by Employer or investigating a suspected violation of except as required by applicable law or court process ( ii) but only after giving Employer written notice so that Employer may attempt to obtain a protective order), any of the Information which he may have acquired in a complaint the course of or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that as an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret incident to his attorney employment by Employer, the parties agreeing that such information affects the successful and use effective conduct of Employer's business and its goodwill, and that any breach of the trade secret information in the court proceeding, so long as any document containing the trade secret terms of this Section 6 is filed under seal and the individual does not disclose the trade secret except pursuant to court order a material breach of this Agreement.

Appears in 4 contracts

Samples: Executive Employment Agreement (Todhunter International Inc), Executive Employment Agreement (Todhunter International Inc), Executive Employment Agreement (Todhunter International Inc)

Confidentiality. During the Employment Term, and except as otherwise required by law, the Executive agrees that Executive will not, directly or indirectly, use, make available, sell, shall not disclose or otherwise communicate make accessible to any business, person or entity, or make use of (other than in the course of Executive’s assigned duties hereunder and for the benefit business of the Employer, either while Executive is employed by the Company hereunder or at Company) any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary knowledge or confidential information, knowledge which he shall have obtained during his employment by the Company and which shall not be generally known to or data recognized by the general public. All information regarding or relating to any aspect of either the Employer whether Company's business, including but not limited to that relating to existing or contemplated business plans, activities or procedures, current or prospective clients, current or prospective contracts or other business arrangements, current or prospective products, facilities and methods, manuals, intellectual property, price lists, financial information (including the foregoing will have been obtained revenues, costs, or profits associated with any of the Company's products or services), or any other information acquired because of the Executive's employment by Executive during Executive’s employment hereunder or otherwise. The foregoing will the Company, shall be conclusively presumed to be confidential; PROVIDED, HOWEVER, that Confidential Information shall not apply to include any information that (i) was known generally to the public prior to its (other than as a result of unauthorized disclosure to by the Executive ; (ii ) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any specific information or type of Executive’s representatives; or (iii) Executive is required to disclose information generally not considered information disclosed by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of or any officer thereof to a third party without restrictions on the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information ) . The Executive's obligations under this Section 14 shall be in addition to any other confidentiality or nondisclosure obligations of the Executive of the Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable at law or under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order agreements.

Appears in 4 contracts

Samples: Employment Agreement (Dynacare Inc), Employment Agreement (Quest Diagnostics Inc), Employment Agreement (Dynacare Inc)

Confidentiality. The Executive agrees acknowledges that during the Executive’s employment with the Company or any of its Affiliates, the Executive will not acquire, directly be exposed to and have access to, non-public material, data and information of the Company and its Affiliates and/or their customers or indirectly clients that is confidential, use proprietary, make available and/or a trade secret (“Confidential Information”). At all times, sell both during and after the Term, disclose or otherwise communicate to any person or entity the Executive shall keep and retain in confidence and shall not disclose, other than except as required and authorized in the course of the Executive’s assigned duties hereunder employment with the Company or any its Affiliates, to any person, firm or corporation, or use for his or her own purposes, any Confidential Information. For purposes of this Agreement, such Confidential Information shall include, but shall not be limited to: sales methods, information concerning principals or customers, advertising methods, financial affairs or methods of procurement, marketing and for business plans, strategies (including risk strategies), projections, business opportunities, inventions, designs, drawings, research and development plans, client lists, sales and cost information and financial results and performance. Notwithstanding the benefit foregoing, “Confidential Information” shall not include any information known generally to the public (other than as a result of unauthorized disclosure by the Employer, either while Executive is employed or by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating its Affiliates). The Executive acknowledges that the obligations pertaining to the Employer whether confidentiality and non-disclosure of Confidential Information shall remain in effect for a period of five (5) years after termination of employment, or until the foregoing will have been obtained by Executive during Company or its Affiliates has released any such information into the public domain, in which case the Executive’s employment obligation hereunder or otherwise shall cease with respect only to such information so released into the public domain. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; obligations under this Section 8 shall survive any termination of his or (iii) her employment. If the Executive is required to disclose by applicable law receives a subpoena or other judicial process requiring that he or she produce, regulation provide or legal process (provided that testify about Confidential Information, the Executive provides shall notify the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost cooperate fully with the Company in seeking a protective order resisting disclosure of the Confidential Information. The Executive acknowledges that the Company has the right either in the name of the Executive or in its own name to oppose or move to quash any subpoena or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything legal process directed to the contrary contained in Executive regarding Confidential Information. Notwithstanding any other provision of this Agreement, pursuant the Executive remains free to 18 USC § 1833(b) report or otherwise communicate any nuclear safety concern, an individual may not be held liable under any criminal workplace safety concern, or civil any public safety concern to the Nuclear Regulatory Commission, United States Department of Labor, or any other appropriate federal or state trade secret law for disclosure of a trade secret: (i) made governmental agency, and the Executive remains free to participate in confidence to a government official any federal or state administrative, either directly or indirectly judicial, or legislative proceeding or investigation with respect to an attorney any claims and matters not resolved and terminated pursuant to this Agreement. With respect to any claims and matters resolved and terminated pursuant to this Agreement, solely for the purpose of reporting Executive is free to participate in any federal or investigating a suspected violation of law state administrative, judicial, or (ii) in a complaint legislative proceeding or other document filed in a lawsuit or other proceeding, investigation if such filing is made under seal subpoenaed. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on shall give the reporting Company, through its legal counsel, notice, including a copy of a suspected violation the subpoena, within twenty-four (24) hours of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order receipt thereof.

Appears in 4 contracts

Samples: Employment Agreement (Duke Energy CORP), Employment Agreement (Duke Energy CORP), Change in Control Agreement (Duke Energy CORP)

Confidentiality. Executive agrees that Executive will not Except in connection with the performance of its obligations under this Agreement or as required to use the Services, directly User shall: (a) not use or indirectly disclose any Confidential Information; (b) restrict dissemination of Confidential Information to those employees, use agents, make available and contractors on a need to know basis and which have executed a non- disclosure agreement as protective of the Confidential Information in this Agreement; (c) prohibit dissemination of the Confidential Information to third parties, sell except as authorized by this Agreement; (d) guard the Confidential Information from disclosure with the same degree of care User applies to its own confidential information of a similar nature and importance, disclose but in no case less than a reasonable standard of care; and (e) refrain from modifying, altering, moving, adapting, divulging, copying, publishing, disseminating, or otherwise communicate disclosing, for any purpose whatsoever, any Confidential Information to any person or entity, other than in the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed entity except as specifically authorized to do so by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating this Agreement. Pursuant to the Employer whether Defend Trade Secrets Act of 2016, the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information parties understand that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret secret that: (x) is made (i) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law law; or ( ii y) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding , if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order .

Appears in 4 contracts

Samples: Autobooks Terms of Use and End User License Agreement, Autobooks Terms of Use and End User License Agreement, Autobooks Terms of Use and End User License Agreement

Confidentiality. Executive agrees recognizes the interest of the Company in maintaining the confidential nature of its proprietary and other business and commercial information. In connection therewith, Executive covenants that during the term of his/her employment with the Company under this Agreement, and for a period of two (2) years thereafter (except as set forth in Section 2.2 hereof), Executive will shall not, directly or indirectly, use except as authorized in writing by the Board, make available, sell publish, disclose or otherwise communicate to any person use for his/her own benefit or entity, other than in the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by a business or entity other than the Company hereunder or at any time thereafter otherwise, any business and technical information secret or trade secrets confidential matter, nonpublic, or proprietary or confidential information other information not in the public domain that was acquired by Executive during his/her employment, knowledge or data relating to the Employer whether Company or any of its affiliates’ businesses, operations, customers, suppliers, products, employees, financial information, budgets, practices, strategies, prices, methods, technology, know-how, intellectual property, documentation, concepts, improvements, plans, research and development, leads and/or marketing materials, records, files, databases, accounting journals, accounts receivable records, business plans and other similar information (the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will “Confidential Information”); provided, however, Confidential Information does not apply to include information that (i) was known is or becomes generally available to the public prior to its disclosure to Executive other than as a result of a breach of this Agreement; (ii) becomes generally is disclosed with the prior written consent of the Company; (iii) at the time of such disclosure, was already known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any possession of Executive ’s representatives ; (iv) becomes available to a competitor of the Company on a non-confidential basis from a source other than Executive, which source is not prohibited from disclosing such Confidential Information by a legal, contractual or fiduciary obligation to the Company; or ( iii v) Executive is required to disclose independently developed by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice a competitor of the contemplated disclosure and cooperates at Company. Executive will abide by the Company’s cost with policies and regulations, as established from time to time, for the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order its Confidential Information.

Appears in 3 contracts

Samples: Employment Agreement (Market Central Inc), Employment Agreement (Market Central Inc), Employment Agreement (Market Central Inc)

Confidentiality. The Executive covenants and agrees with the Company that Executive he will not not any time during the Employment Term and thereafter, except in performance of his obligations to the Company hereunder or with the prior written consent of the Company, directly or indirectly, use, make available, sell, disclose any secret or otherwise communicate to any person confidential information that he may learn or entity, other than in the course has learned by reason of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by his association with the Company hereunder or at any time thereafter, any business of its subsidiaries and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise affiliates. The foregoing will term ࿽confidential information࿽ includes information not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes previously made generally known available to the public or in to the Employer’s industry subsequent trade by the Company࿽s management, with respect to disclosure to Executive through no wrongful act by Executive the Company࿽s or any of Executive’s representatives; its subsidiaries࿽ or affiliates࿽ products, facilities, applications and methods, trade secrets and other intellectual property, systems, procedures, manuals, confidential reports, product price lists, customer lists, technical information, financial information ( iii) including the revenues, costs or profits associated with any of the Company࿽s products), business plans, prospects or opportunities, but shall exclude any information which is or becomes generally available to the public or is generally known in the industry or industries in which the Company operates other than as a result of disclosure by the Executive in violation of his agreements under this Section 7.1. The Executive will be released of his obligations under this Section 7.1 to the extent the Executive is required to disclose by under any applicable law laws, regulation regulations or legal directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process ( of law provided that the Executive provides the Company with prior prompt written notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order requirement.

Appears in 3 contracts

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

Confidentiality. The Executive covenants and agrees with the Company that Executive he will not not any time during the Employment Term and thereafter, except in performance of his obligations to the Company hereunder or with the prior written consent of the Company, directly or indirectly, use, make available, sell, disclose any secret or otherwise communicate to any person confidential information that he may learn or entity, other than in the course has learned by reason of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by his association with the Company hereunder or at any time thereafter, any business of its subsidiaries and technical information or trade secrets, nonpublic, proprietary or affiliates. The term “confidential information , knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will ” includes information not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes previously made generally known available to the public or in to the Employer trade by the Company’s industry subsequent management, with respect to disclosure to Executive through no wrongful act by Executive the Company’s or any of Executive its subsidiaries’ or affiliates’ products, facilities, applications and methods, trade secrets and other intellectual property, systems, procedures, manuals, confidential reports, product price lists, customer lists, technical information, financial information (including the revenues, costs or profits associated with any of the Company’s representatives; products), business plans, prospects or (iii) opportunities, but shall exclude any information which is or becomes generally available to the public or is generally known in the industry or industries in which the Company operates other than as a result of disclosure by the Executive in violation of his agreements under this Section 8.1. The Executive will be released of his obligations under this Section 8.1 to the extent the Executive is required to disclose by under any applicable law laws, regulation regulations or legal directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process ( of law provided that the Executive provides the Company with prior prompt written notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order requirement.

Appears in 3 contracts

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

Confidentiality. Executive agrees that As an employee of the Bank, Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate have access to any person or entity, other than and may participate in the course origination of Executive’s assigned duties hereunder non-public, proprietary and for the benefit of the Employer confidential information relating to Old Point and/or its subsidiaries, either while and Executive acknowledges a fiduciary duty owed to Old Point and its subsidiaries not to disclose impermissibly any such information. Confidential information may include, but is employed by the Company hereunder or at any time thereafter not limited to, any business and technical information or trade secrets, nonpublic, proprietary or confidential customer lists and information, knowledge internal corporate planning, methods of marketing and operation, and other data or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder information of or otherwise. The foregoing will concerning Old Point or its customers that is not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or generally in the Employer’s industry subsequent banking industry. Executive agrees that during employment and for a period of five (5) years following the cessation of employment, Executive will not use or disclose to disclosure any third party any such confidential information, either directly or indirectly, except as may be authorized in writing specifically by Old Point; provided, however that to the extent the information covered by this Section 8 is otherwise protected by the law, such as "trade secrets," as defined by the Virginia Uniform Trade Secrets Act, or customer information protected by banking privacy laws, that information shall not be disclosed or used for however long the legal protections applicable to such information remain in effect. Notwithstanding the foregoing, nothing in this Agreement is intended to prohibit Executive through no wrongful act by Executive from performing any duty or any obligation that shall arise as a matter of law or limit Executive ’s representatives; 's right to communicate with a government agency, as provided for, protected under or (iii) Executive is required to disclose warranted by applicable law . Specifically, regulation Executive shall continue to be under a duty to truthfully respond to any legal and valid subpoena or other legal process. In the event Executive is requested to disclose confidential information by subpoena or other legal process (provided that or lawful exercise of authority, Executive provides the Company shall promptly provide Old Point with prior notice of the contemplated disclosure same and cooperates cooperate with Old Point in Old Point's effort, at the Company’s cost with the Company its sole expense, to avoid disclosure. Federal law provides certain protections to individuals who disclose a trade secret to their attorney, a court, or a government official in seeking a protective order or other appropriate protection of such information) certain, confidential circumstances. The Company and Executive acknowledge that Specifically, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), federal law provides that an individual may shall not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret secret under either of the following conditions: · Where the disclosure is made ( i A) made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney , ; and (B) solely for the purpose of reporting or investigating a suspected violation of law law; or (ii) · Where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge Federal law also provides that an individual suing who files a lawsuit for retaliation by an employer for retaliation based on the reporting of a suspected violation of law may disclose a the trade secret to his the attorney of the individual and use the trade secret information in the court proceeding, so long as if the individual (A) files any document containing the trade secret is filed under seal seal; and the individual (B) does not disclose the trade secret secret, except pursuant to court order.

Appears in 3 contracts

Samples: Employment Agreement (Old Point Financial Corp), Employment Agreement (Old Point Financial Corp), Employment Agreement (Old Point Financial Corp)

Confidentiality. During the Term and ending upon the later of (i) two years after the Executive’s termination of employment with the Company or (ii) the end of any Severance Period, the Executive agrees that Executive will shall not , without the prior express written consent of the Company, directly or indirectly, use use for any purpose any Confidential Information (as defined below) in any way, make available, sell or divulge, disclose or otherwise communicate make available or accessible any Confidential Information to any person person, firm, partnership, corporation, trust or entity, any other than in the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder entity or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that third party unless (i) was known to such disclosure is reasonably necessary or appropriate in connection with the public prior to its disclosure to Executive; performance by the Executive of his duties as an executive of the Company or (ii) becomes generally known to the public or in the Employer’s industry subsequent to such disclosure to Executive through no wrongful act is required by Executive or any of Executive’s representatives; applicable law or (iii) the Executive is requested or required by a judicial or arbitration body or governmental agency (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose by applicable law any such information, regulation or legal process in which case the Executive will ( provided that Executive provides A) promptly notify the Company of such request or requirement, so that the Company may seek an appropriate protective order and (B) cooperate with prior notice the Company, at its expense, in seeking such an order. “Confidential Information” means all information respecting the business and activities of the contemplated disclosure Company and cooperates at any of its affiliates, including, without limitation, respecting the clients, customers, suppliers, employees, consultants, prospects, computer or other files, projects, products, computer disks or other media, computer hardware or computer software programs, underwriting, lending or investment standards, marketing plans, financial information, methodologies, know-how, processes, trade secrets, policies, practices, projections, forecasts, formats, operational methods, product development techniques, research, strategies or information agreed to with third-parties to be kept confidential by the Company and any of its affiliates. Notwithstanding the immediately preceding sentence, Confidential Information shall not include any information that is, or becomes, a part of the public domain or generally available to the public (unless such availability occurs as a result of any breach by the Executive of this Agreement) or any business knowledge and experience of the type usually acquired by persons engaged in positions similar to the Executive’s position with the Company ’s cost with , to the extent such knowledge and experience is non-Company specific and not proprietary to the Company in seeking a protective order or other appropriate protection any of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order its affiliates.

Appears in 3 contracts

Samples: Employment Agreement (Patriot Capital Funding, Inc.), Employment Agreement (Patriot Capital Funding, Inc.), Employment Agreement (Patriot Capital Funding, Inc.)

Confidentiality. Executive agrees that Executive At all times, both during my Employment and after the Cessation of my Employment, whether the cessation is voluntary or involuntary, for any reason or no reason, or by disability, I will not keep in strictest confidence and trust all Proprietary Information, directly or indirectly, use, make available, sell, and I will not disclose or otherwise communicate use or permit the use or disclosure of any Proprietary Information or Rights pertaining to any person Proprietary Information, or entity anything related thereto, other than without the prior written consent of the Company, except as may be necessary in the ordinary course of Executive’s assigned performing my duties hereunder and for the benefit Company or as required by law or requested by any governmental agency or court of the Employer, either while Executive is employed by competent jurisdiction. I recognize that the Company hereunder or at any time thereafter, any business has received and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent future will receive from third parties (including Business Partners) their confidential or proprietary information subject to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at a duty on the Company’s cost with part to maintain the Company in seeking a protective order or other appropriate protection confidentiality of such information ) . The I agree that I owe the Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b such third parties (including Business Partners), an during my Employment and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence, and I will not disclose or use or permit the use or disclosure of any such confidential or Proprietary Information without the prior written consent of the Company, except as may be necessary in the ordinary course of performing my duties for the Company consistent with the Company’s agreement with such third party. I acknowledge receipt of the following notice under the Defend Trade Secrets Act: An individual may shall not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret: secret if he/she (i) made makes such disclosure in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, attorney and such disclosure is made solely for the purpose of reporting or investigating a suspected violation of law law; or (ii) such disclosure was made in a complaint or other document filed in a lawsuit or other proceeding, proceeding if such filing is made under seal. The Company and Executive further acknowledge that Further, an individual suing who files a lawsuit for retaliation by an employer for retaliation based on the reporting of a suspected violation of law may disclose a the employer’s trade secret secrets to his the attorney and use the trade secret information in the court proceeding, so long as proceeding if the individual: (i) files any document containing the trade secret is filed under seal seal; and the individual (ii) does not disclose the trade secret secret, except pursuant to court order.

Appears in 3 contracts

Samples: Employment Agreement (Vyant Bio, Inc.), Employment Agreement (Vyant Bio, Inc.), Employment Agreement (Vyant Bio, Inc.)

Confidentiality. The Executive agrees that Executive will shall not , without the prior --------------- express written consent of the Company, directly or indirectly, use use for any purpose any Confidential Information (as defined below) in any way, make available, sell or divulge, disclose or otherwise communicate make available or accessible any Confidential Information to any person person, firm, partnership, corporation, trust or entity, any other than in the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder entity or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that third party unless (i) was known to such disclosure is reasonably necessary or appropriate in connection ------ with the public prior to its disclosure to Executive; performance by the Executive of his duties as an executive of the Company or (ii) becomes generally known to the public or in the Employer’s industry subsequent to such disclosure to Executive through no wrongful act is required by Executive or any of Executive’s representatives; applicable law or (iii) the -- -- Executive is requested or required by a judicial or arbitration body or governmental agency (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose by applicable law any such information, regulation or legal process in which case the Executive will ( provided that Executive provides A) promptly notify the Company of such request or requirement, so that the Company may seek an appropriate protective order and (B) cooperate with prior notice the Company, at its --- expense, in seeking such an order. "Confidential Information" means all ------------------------ information respecting the business and activities of the contemplated disclosure Company and cooperates at any of its Subsidiaries, including, without limitation, respecting the clients, customers, suppliers, employees, consultants, prospects, computer or other files, projects, products, computer disks or other media, computer hardware or computer software programs, underwriting, lending or investment standards, marketing plans, financial information, methodologies, know-how, processes, trade secrets, policies, practices, projections, forecasts, formats, operational methods, product development techniques, research, strategies or information agreed to with third-parties to be kept confidential by the Company and any of its Subsidiaries. Notwithstanding the immediately preceding sentence, Confidential Information shall not include any information that is, or becomes, a part of the public domain or generally available to the public (unless such availability occurs as a result of any breach by the Executive of this Agreement) or any business knowledge and experience of the type usually acquired by persons engaged in positions similar to the Executive's position with the Company ’s cost with , to the extent such knowledge and experience is non-Company specific and not proprietary to the Company in seeking a protective order or other appropriate protection any of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order its Subsidiaries.

Appears in 3 contracts

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

Confidentiality. The Executive understands he will receive “Confidential Information” during his employment with the Company, including without limitation: (i) information concerning the business or affairs of the Company, (ii) development, marketing or strategy concerning products, locations or services, (iii) fees, costs and pricing structures, (iv) proprietary databases, (v) accounting and business methods, (vi) vendor or client lists, (vii) proprietary methods, processes, technology and trade secrets, (viii) business strategies, acquisition plans and candidates, financial or other performance data and personnel lists and data. The Executive agrees that Executive will not, directly to take all appropriate steps to safeguard and to protect against improper disclosure or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity, other than in the course of Executive’s assigned duties hereunder and for the benefit misuse of the Employer, either while Executive is employed by the Company hereunder Confidential Information. Upon termination or at any time thereafter the Company requests, any business and technical information the Executive agrees to return all Confidential Information in his possession or trade secrets control, nonpublic, proprietary regardless of where or confidential information, knowledge or data relating to how it is stored. If the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required ever compelled to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective produce Confidential Information under court order or other appropriate protection of such information) process or government request believed to be lawful, he will give the Company notice (to the extent practical and permitted) so as to provide the Company an opportunity to object, and will not disclose any more Confidential Information than required to comply therewith. The Executive and the Company and Executive acknowledge that, notwithstanding anything to the contrary contained agree that this Section 4 survives termination of this Agreement. Nothing in this Agreement Agreement shall be construed to prohibit Executive from reporting alleged improper or unlawful conduct to, pursuant to 18 USC § 1833(b) or participating in, an individual may not be held liable under any criminal investigation or civil proceeding conducted by any federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly agency or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order self- regulatory agency.

Appears in 3 contracts

Samples: Executive Employment Agreement (ECP Environmental Growth Opportunities Corp.), Executive Employment Agreement (ECP Environmental Growth Opportunities Corp.), Executive Employment Agreement (ECP Environmental Growth Opportunities Corp.)

Confidentiality. Executive agrees that during Executive’s employment with the Company, will have access to confidential information and/or proprietary information about the Company and/or its clients, including, but not limited to, investment strategies, programs or ideas, trade secrets, methods, models, passwords, access to computer files, financial information and records, forecasts, computer software programs, agreements and/or contracts between the Company and its respective clients, client contracts, prospective contracts, creative policies and ideas, public relations and public affairs campaigns, media materials, budgets, practices, concepts, strategies, methods of operation, technical and scientific information, discoveries, developments, formulas, specifications, know-how, design inventions, marketing and business strategies and financial or business projects, and information about or received from clients and other companies with which the Company does business. The foregoing shall be collectively referred to as “Confidential Information.” Any information that is not readily available to the public shall be considered to be Confidential Information, even if it is not specifically marked as such, unless the Company advises Executive otherwise in writing. Such Confidential Information is not readily available to the public and accordingly, Executive agrees that he or she will not not at any time, directly whether during his or indirectly, use, make available, sell her employment with the Company or thereafter, disclose or otherwise communicate to any person or entity anyone, (other than in furtherance of the course business of Executive’s assigned duties hereunder and the Company) any Confidential Information, or utilize such Confidential Information for his or her own benefit, or for the benefit of third parties. Executive also agrees to preserve and protect the Employer, either while Executive is employed by the Company hereunder or at confidentiality of any time thereafter, any business and technical third party information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating similar to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known Confidential Information to the public prior to its disclosure to Executive; (ii) becomes generally known to same extent, and on the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law same basis, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at as the Company’s cost with Confidential Information. To the extent that any Confidential Information shall become the subject of any search warrant, court order, lawful subpoena, governmental investigation disclosure request or mandate, or the like (a “Disclosure Request”), Executive will notify the Company immediately, provide the Company adequate opportunity to oppose such Disclosure Request and reasonably assist the Company, at no cost to Executive, in opposing such Disclosure Request or seeking a protective order or such other appropriate protection of limitation on disclosure as may be reasonably requested by the Company. If, after providing the notice and assistance required by the immediately preceding sentence, Executive is still required by lawful order to disclose any Confidential Information, Executive shall only disclose such information) information as is specifically required by such lawful order. The confidentiality protections available in this Agreement are in addition to, and not exclusive of, any and all other rights, including those provided under copyright, officer or director fiduciary duties and trade secret and confidential information laws. This confidentiality covenant has no temporal, geographical or territorial restriction. This Section 17 shall survive the termination of this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall (x) prohibit Executive from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934, as amended, or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of federal law or regulation, or (y) require notification or prior approval by the Company and Executive acknowledge of any such report; provided that, notwithstanding anything Executive is not authorized to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) disclose communications with counsel that were made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting receiving legal advice or investigating a suspected violation of law that contain legal advice or (ii) in a complaint that are protected by the attorney work product or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order similar privilege.

Appears in 3 contracts

Samples: Employment Agreement (Inhibikase Therapeutics, Inc.), Employment Agreement (Twin Vee PowerCats, Co.), Employment Agreement (Forza X1, Inc.)

Confidentiality. During the course of the Executive’s employment with the Company, the Executive will have access to Confidential Information. For purposes of this Agreement, “Confidential Information” means all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, patterns, models, plans and strategies, and all other confidential or proprietary information or trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to or arising from the past, current or potential business, activities and/or operations of the Company or any of its affiliates, including, without limitation, any such information relating to or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, partners and/or competitors. The Executive agrees that the Executive will shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity person, other than in the course of the Executive’s assigned duties hereunder and for the benefit of the Employer Company, either while Executive is employed by during the Company hereunder period of the Executive’s employment or at any time thereafter, any business Confidential Information or other confidential or proprietary information received from third parties subject to a duty on the Company’s and technical information or trade secrets, nonpublic, proprietary or confidential its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, knowledge or data relating and to the Employer whether the foregoing will use such information only for specified limited purposes, in each case, which shall have been obtained by the Executive during the Executive’s employment hereunder by the Company (or otherwise any predecessor). The foregoing will shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to the Executive through no wrongful act by of the Executive or any representative of the Executive ’s representatives ; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company at its expense in seeking a protective order or other appropriate protection of such information). The Company Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement shall remain strictly confidential, and the Executive acknowledge that hereby agrees not to disclose the terms and conditions hereof to any person or entity, notwithstanding anything to the contrary contained in this Agreement other than immediate family members, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal legal advisors or civil federal personal tax or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly financial advisors, or to an attorney, prospective future employers solely for the purpose of reporting or investigating a suspected violation disclosing the limitations on the Executive’s conduct imposed by the provisions of this Section 9 who, in each case, agree to keep such information confidential. Notwithstanding anything herein to the contrary, nothing in this Section 9(a) will (x) prohibit the Executive from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under any whistleblower protection provisions of state or federal law or regulation, or ( ii y) in a complaint require notification or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The prior approval by the Company and Executive further acknowledge that an individual suing an employer for retaliation based on the of any reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information described in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order foregoing clause (x).

Appears in 3 contracts

Samples: Employment Agreement (Vince Holding Corp.), Employment Agreement (Vince Holding Corp.), Employment Agreement (Vince Holding Corp.)

Confidentiality. Executive agrees that Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity, other than in In the course of Executive ’s assigned duties hereunder 's employment with and involvement with Sterling and its affiliates, Executive has obtained, or may obtain, secret or confidential information, knowledge or data concerning Sterling's and its affiliates' businesses, strategies, operations, clients, customers, prospects, financial affairs, organizational and personnel matters, policies, procedures and other nonpublic matters, or concerning those of third parties. Executive shall hold in a fiduciary capacity for the benefit of the Employer Sterling and its affiliates, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary all secret or confidential information, knowledge or data relating to the Employer whether the foregoing will Sterling or any of its affiliated companies, and their respective businesses, which shall have been obtained by Executive during Executive ’s 's employment hereunder by Sterling or otherwise. The foregoing will any of its affiliates and which shall not apply to information that be or become public knowledge ( i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act other than by acts by Executive or representatives of Executive in violation of this Agreement). All records, files, memoranda, reports, customer lists, documents and the like (whether in paper or electronic format) that Executive has used or prepared during Executive's employment shall remain the sole property of Sterling and shall be promptly returned to Sterling's premises upon any termination of employment. After termination of Executive ’s representatives; 's services with Sterling, Executive shall not, without the prior written consent of the Bank or (iii) Executive as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Bank and those designated by it. The confidentiality provision contained herein is required in addition to disclose by and not in limitation of Executive's duties as an officer and director under applicable law . For purposes of this Section 8 and Section 9, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at references to the Company ’s cost with , the Company in seeking a protective order or other appropriate protection of such information) Bank, and their affiliates shall include their predecessor and any successor entities. The Company and Notwithstanding the foregoing, Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may will not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for a disclosure of a trade secret: secret that (a) is made (i) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law law; or ( ii b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and protected from public disclosure. Further, nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the individual Department of Justice, the Securities and Exchange Commission, Congress, and any federal Inspector General, or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive does not disclose need the trade secret except pursuant prior authorization of the Company to court order make any such reports or disclosures and is not required to notify the Company that he has made such reports or disclosures.

Appears in 3 contracts

Samples: Release Agreement (Sterling Bancorp), Release Agreement (Sterling Bancorp), Release Agreement (Sterling Bancorp)

Confidentiality. Executive In the course of the Grantee’s performing Grantee’s duties for the Company and its Affiliates, the Company expects to provide Grantee with various proprietary, confidential and trade secret information of the Company and its Affiliates. Such proprietary, confidential and trade secret information may include, but not be limited to, any database of customer accounts; any customer, supplier and distributor list; customer profiles; information regarding sales and marketing activities and strategies; trade secrets; data regarding technology, products and services; information regarding pricing, pricing techniques and procurement; financial data and forecasts regarding the Company and customers, suppliers and distributors of the Company; software programs and intellectual property (collectively, “Confidential Information”). All Confidential Information shall be and remain the sole property of the Company and its assigns, and the Company shall be and remain the sole owner of all patents, copyrights, trademarks, names and other rights in connection therewith and without regard to whether the Company is at any particular time developing or marketing the same. The Grantee acknowledges that the Confidential Information is a valuable, special and unique asset of the Company and its Affiliates and that Grantee’s access to and knowledge of the Confidential Information is essential to the performance of Grantee’s duties as an employee of the Company and its Affiliates. In light of the competitive nature of the business in which the Company and its Affiliates are engaged, the Grantee agrees that Executive Grantee will, both during Grantee’s employment or service with the Company and its Affiliates and thereafter, maintain the strict confidentiality of all Confidential Information known or obtained by him or to which Grantee has access in connection with Grantee’s employment by or service with the Company and that Grantee will not, directly or indirectly, use, make available, sell, not (i) disclose or otherwise communicate any Confidential Information to any person or entity, entity (other than in the course proper performance of Executive Grantee’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i hereunder) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) make any use of any Confidential Information for Grantee’s own purposes or for the direct or indirect benefit of any person or entity other than the Company or its Affiliates. Confidential Information shall not be deemed to include information that (w) becomes generally available to the public through no fault of Grantee, (x) is previously known by the Grantee prior to Grantee’s receipt of such information from the Company, (y) becomes available to Grantee on a non-confidential basis from a source which, to Grantee’s knowledge, is not prohibited from disclosing such information by legal, contractual or fiduciary obligation to the Company or (z) is required to be disclosed in a complaint order to comply with any applicable law or court order. Nothing in this Confidentiality provision prohibits Grantee from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Grantee does not require prior authorization to make any such reports or disclosures and is not required to notify the company such reports or disclosures have been made. Immediately upon termination of the Grantee’s employment or at any other time upon the Company’s request, the Grantee will return to the Company all memoranda, notes and data, computer software and hardware, records or other document filed documents compiled by Grantee or made available to the Grantee during the Grantee’s employment with the Company concerning the Business of the Company, including without limitation, all files, records, documents, lists, equipment, supplies, promotional materials, keys, phone or credit cards and similar items and all copies thereof or extracts therefrom. Notwithstanding the foregoing, in a lawsuit or other proceeding certain limited circumstances described in the Company’s Confidentiality Guidelines, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law Grantee may disclose a Confidential Information that consists of materials that would otherwise be subject to trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order protection.

Appears in 3 contracts

Samples: Restricted Stock Unit and Performance Share Unit (Flagstar Bancorp Inc), Restricted Stock Unit (Flagstar Bancorp Inc), Restricted Stock Unit (Flagstar Bancorp Inc)

Confidentiality. Executive agrees that Executive will shall not, directly during the Employment Term or indirectly, use anytime thereafter, make available, sell, use of or disclose or otherwise communicate any Confidential Information to any person or entity (including, but not limited to any bank, trust company, credit union, corporation, firm, unincorporated organization, association, partnership, limited liability company, trust estate, joint venture or other business organization or entity , ) (“Person”) for any reason or purpose whatsoever other than in the course furtherance of Employer’s business. The term “Confidential Information” shall mean all confidential information of or relating to Employer and any Person effectively controlling, effectively controlled by or effectively under common control with Employer (“Affiliate”) 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 Executive’s assigned duties hereunder and for breach or nonobservance of his obligations described in this Section 5.1. Notwithstanding the benefit of the Employer foregoing, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is may disclose such Confidential Information as he may be legally required to disclose by applicable law do so on the advice of counsel in connection with any legal or regulatory proceeding; provided, regulation or legal process (provided however, that Executive provides the Company shall provide Employer with prior written notice of the contemplated any such required or potentially required disclosure and cooperates at the Company’s cost shall cooperate with the Company Employer and use his best efforts under such circumstances to obtain appropriate confidential treatment of any such Confidential Information that may be so required to be disclosed in seeking a protective order connection with any such legal or other appropriate protection of such information) regulatory proceeding. The Company and Executive acknowledge that Furthermore, notwithstanding anything to the contrary contained nothing in this Agreement Section 5.1 prohibits Executive from reporting possible violations of federal securities law to any governmental agency, pursuant to 18 USC § 1833(b) including the Securities and Exchange Commission, an individual may not be held liable or making any other disclosures that are protected under any criminal or civil the whistleblower provisions of federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint regulation. Executive does not need Employer’s prior written notice to make any such report or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company disclosures and Executive further acknowledge is not required to notify Employer that an individual suing an employer for retaliation based on the reporting he has made such report or disclosures. Executive’s obligation to refrain from disclosing Confidential Information under this Section 5.1 shall continue in effect in accordance with its terms following any termination of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except this Agreement pursuant to court order Section 4 above.

Appears in 3 contracts

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

Confidentiality. Executive agrees that Executive As an employee of the Bank, Employee will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate have access to any person or entity, other than and may participate in the course origination of Executive’s assigned duties hereunder non-public, proprietary and for confidential information relating to the benefit of Bank and/or its affiliates, and Employee acknowledges a fiduciary duty owed to the Employer Bank and its affiliates not to disclose impermissibly any such information. Confidential information may include, either while Executive but is employed by the Company hereunder or at any time thereafter not limited to, any business and technical information or trade secrets, nonpublic, proprietary or confidential customer lists and information, knowledge internal corporate planning, methods of marketing and operation, and other data or data relating to information of or concerning the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder Bank or otherwise. The foregoing will its customers that is not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or generally in the Employer banking industry. Employee agrees that during employment and for a period of five (5) years following the cessation of employment, Employee will not use or disclose to any third party any such confidential information, either directly or indirectly, except as may be authorized in writing specifically by the Bank; provided, however that to the extent the information covered by this Section 8 is otherwise protected by the law, such as “trade secrets,” as defined by the Virginia Uniform Trade Secrets Act, or customer information protected by banking privacy laws, that information shall not be disclosed or used for however long the legal protections applicable to such information remain in effect. Notwithstanding the foregoing, nothing in this Agreement is intended to prohibit Employee from performing any duty or obligation that shall arise as a matter of law or limit Employee’s industry subsequent right to disclosure to Executive through no wrongful act by Executive communicate with a government agency, as provided for, protected under or any of Executive’s representatives; or (iii) Executive is required to disclose warranted by applicable law . Specifically, regulation Employee shall continue to be under a duty to truthfully respond to any legal and valid subpoena or other legal process. In the event Employee is requested to disclose confidential information by subpoena or other legal process (provided that Executive provides or lawful exercise of authority, Employee shall promptly provide the Company Bank with prior notice of the contemplated disclosure same and cooperates at the Company’s cost cooperate with the Company Bank in seeking the Bank's effort, at its sole expense, to avoid disclosure. Federal law provides certain protections to individuals who disclose a protective order trade secret to their attorney, a court, or other appropriate protection of such information) a government official in certain, confidential circumstances. The Company and Executive acknowledge that Specifically, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), federal law provides that an individual may shall not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret secret under either of the following conditions: • Where the disclosure is made ( i A) made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney , ; and (B) solely for the purpose of reporting or investigating a suspected violation of law law; or (ii) • Where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge Federal law also provides that an individual suing who files a lawsuit for retaliation by an employer for retaliation based on the reporting of a suspected violation of law may disclose a the trade secret to his the attorney of the individual and use the trade secret information in the court proceeding, so long as if the individual (A) files any document containing the trade secret is filed under seal seal; and the individual (B) does not disclose the trade secret secret, except pursuant to court order.

Appears in 3 contracts

Samples: Change of Control Severance Agreement (Old Point Financial Corp), Change of Control Severance Agreement (Old Point Financial Corp), Change of Control Severance Agreement (Old Point Financial Corp)

Confidentiality. Executive agrees recognizes and acknowledges that the Proprietary Information (as defined in below) is a valuable, special and unique asset of the business of the Company and its affiliates. As a result, both during the Term and thereafter, Executive will not, directly or indirectly without the prior written consent of the Company, use, make available, sell, disclose or otherwise communicate for any reason divulge to any person third-party or use for his own benefit, or for any purpose other than the exclusive benefit of the Company and its affiliates, any Proprietary Information. Notwithstanding the foregoing, nothing in this Agreement prohibits Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other than in disclosures that are protected under the whistleblower provisions of state or federal law or regulation. In connection with any such activity, Executive must identify any information that is confidential and ask the Regulator for confidential treatment of such information. Despite the foregoing, Executive is not permitted to reveal to any third party, including any governmental, law enforcement, or regulatory authority, information employee came to learn during the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege, attorney work product doctrine and/or other appropriate protection of such information) applicable legal privileges. The Company and Executive acknowledge that its affiliates do not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, notwithstanding anything to the contrary contained in attorney work product, and other privileged information. Notwithstanding any other provisions of this Agreement, pursuant to 18 USC § Section 1833(b), an individual may Executive shall not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a the Company’s or its affiliate’s trade secret secret that is made: ( i a) made in confidence confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law law; or ( ii b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and If Executive further acknowledge that an individual suing an employer files a lawsuit for retaliation based on by the Company for reporting of a suspected violation of law law, Executive may disclose a trade secret to his Executive’s attorney and use the trade secret information in the related court proceeding proceedings, so long as provided that Executive files any document containing the trade secret is filed information under seal and the individual does not disclose the trade secret secret, except pursuant to court order.

Appears in 3 contracts

Samples: Employment Agreement (Sito Mobile, Ltd.), Employment Agreement (Sito Mobile, Ltd.), Employment Agreement (Sito Mobile, Ltd.)

Confidentiality. (i) The Executive acknowledges and agrees that (i) by virtue of her employment, she will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Employer’s Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Employer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that the preservation and protection of Confidential Information is an essential part of her duties of employment and that, as a result of her employment with the Employer, she has a duty of fidelity, loyalty, and trust to the Employer in safeguarding Confidential Information. The Executive further agrees that she will use her best efforts, exercise utmost diligence, and take all steps necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Employer, Customers, Prospective Customers, or vendors or suppliers of the Employer, and that she will not, directly or indirectly, use, make available disclose, sell distribute, disclose or disseminate to any other person or entity or otherwise communicate to any person employ Confidential Information, either for her own benefit or entity, other than in the course of Executive’s assigned duties hereunder and for the benefit of another, except as required in the ordinary course of her employment by the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating except to the Employer whether extent that the foregoing will have been obtained by Executive during communication of such Confidential Information is required pursuant to a compulsory proceeding in which the Executive’s employment hereunder failure to provide such information would subject the Executive to criminal or otherwise civil sanctions. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained Nothing in this Agreement Agreement prohibits the Executive from reporting possible violations of federal law or regulations to any governmental agency or entity, pursuant to 18 USC § 1833(b) including but not limited to, an individual the Department of Justice, the Securities and Exchange Commission, Congress, and/or any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive may not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret secret that: (a) is made (i) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law law; or ( ii b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding , if such filing is made under seal . The Company Executive is not required to obtain the Employer’s prior authorization to make any such report or disclosure or to notify the Employer that such report or disclosure has been made. Subject to the preceding, the Executive shall follow all Employer policies and Executive further acknowledge that an individual suing an employer for retaliation based on procedures to protect all Confidential Information and shall take any additional precautions necessary under the reporting circumstances to preserve and protect against the prohibited use or disclosure of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order Confidential Information.

Appears in 3 contracts

Samples: Change in Control Severance Agreement (Bear State Financial, Inc.), Change in Control Severance Agreement (Bear State Financial, Inc.), Change in Control Severance Agreement (Bear State Financial, Inc.)

Confidentiality. Executive agrees that Executive will not not at any time during Executive's employment with the Company or thereafter, except in performance of Executive's obligations to the Company hereunder, disclose, either directly or indirectly, use any Confidential Information (as hereinafter defined) that Executive may learn by reason of his association with the Company. The term "Confidential Information" shall mean any past, make available present, sell or future confidential or secret plans, programs, documents, agreements, internal management reports, financial information, or other material relating to the business, strategies, services, or activities of the Company, including, without limitation, information with respect to the Company's operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, including leases, regulatory status, compensation paid to employees, or other terms of employment, and trade secrets, market reports, customer investigations, customer lists, and other similar information that is proprietary information of the Company; provided, however, the term "Confidential Information" shall not include any of the above forms of information which has become public knowledge, unless such Confidential Information became public knowledge due to any act or acts by Executive or his representative(s) in violation of this Agreement. Notwithstanding the foregoing, Executive may disclose such Confidential Information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company and/or its affiliates, as the case may be, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or otherwise communicate to any person or entity make accessible such information; provided, other than further, that in the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while event that Executive is employed ordered by the Company hereunder any such court or at other government agency, administrative body, or legislative body to disclose any time thereafter Confidential Information, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that shall (i) was known to promptly notify the public prior to its disclosure to Executive; Company of such order, (ii) becomes generally known at the reasonable written request of the Company, diligently contest such order at the sole expense of the Company as expenses occur, and (iii) at the reasonable written request of the Company, seek to obtain, at the public sole expense of the Company, such confidential treatment as may be available under applicable laws for any information disclosed under such order. Nothing contained herein prohibits Executive from: (1) reporting possible violations of federal law or in regulations, including any possible securities laws violations, to any governmental agency or entity; (2) making any other disclosures that are protected under the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive whistleblower provisions of federal law or any of Executive’s representatives regulations; or ( iii 3) otherwise fully participating in any federal whistleblower programs, including but not limited to any such programs managed by the U.S. Securities and Exchange. Executive is required to disclose by applicable law, regulation or legal process (provided hereby notified in accordance with the Defend Trade Secrets Act of 2016 that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may will not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret secret that: (a) is made (i) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law law; or ( ii b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding , . Executive is further notified that if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer files a lawsuit for retaliation based on by the Company for reporting of a suspected violation of law law, Executive may disclose a the Company’s trade secret secrets to his Executive’s attorney and use the trade secret information in the court proceeding, so long as proceeding if Executive: (a) files any document containing the trade secret is filed under seal seal; and the individual (b) does not disclose the trade secret secret, except pursuant to court order.

Appears in 3 contracts

Samples: Restricted Stock Unit Agreement (CHURCHILL DOWNS Inc), Churchill Downs Incorporated (CHURCHILL DOWNS Inc), Churchill Downs Incorporated (CHURCHILL DOWNS Inc)

Confidentiality. During the Term of Employment, and at all times thereafter, the Executive agrees that shall maintain the confidentiality of all confidential or proprietary information of MFA and/or any of its subsidiaries or affiliates, or of any other person or entity with which the Executive will not has been involved as a direct or indirect result of his employment by, or performance of consulting or other services (including, without limitation, as a director, officer, advisor, agent, consultant or other independent contractor) for, MFA or any of its subsidiaries or affiliates (“Confidential Information”), and, except in furtherance of his employment by MFA or as specifically required by law or by court order or in the course of carrying out his duties for MFA, he shall not directly or indirectly, use, make available, sell, indirectly disclose or otherwise communicate any such information to any person or entity , other than in the course of Executive’s assigned duties hereunder and ; nor shall he use Confidential Information for any purpose except for the benefit of the Employer MFA. For purposes of this Agreement, either while Executive is employed by the Company hereunder “Confidential Information” includes, without limitation: client or at any time thereafter customer lists, any identities, contacts, business and technical financial information; investment strategies; pricing information or trade secrets policies, nonpublic fees or commission arrangements of MFA; marketing plans, proprietary projections, presentations or confidential strategies of MFA; financial and budget information of MFA; personnel information, knowledge personnel lists, resumes, personnel data, organizational structure, compensation and performance evaluations; information regarding the existence or terms of any agreement or relationship between MFA or any of its subsidiaries or affiliates and any other party; and any other information of whatever nature, which gives to MFA or any of its subsidiaries or affiliates an opportunity to obtain an advantage over its competitors who or which do not have access to such information. This restriction shall apply regardless of whether such Confidential Information is in written, graphic, recorded, photographic, data relating to or any machine readable form or is orally conveyed to, or memorized by, the Employer whether the foregoing will have been obtained by Executive during Executive ’s employment hereunder or otherwise. The foregoing will ; provided, however, that this Paragraph 7(a) shall not apply to information Confidential Information that (i) was is or becomes publicly known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of omission on the Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information) part. The Company and Executive acknowledge that, notwithstanding anything Anything to the contrary contained notwithstanding, nothing in this Agreement Agreement shall prevent the Executive from retaining a home computer and security system, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure papers and other materials of a trade secret: (i) made in confidence to a government official personal nature, either directly or indirectly including personal diaries, or to an attorney calendars and Rolodexes, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret information relating to his attorney compensation or relating to reimbursement of expenses, information that he reasonably believes may be needed for tax purposes, and use the trade secret information in the court proceeding copies of plans, so long as any document containing the trade secret is filed under seal programs and the individual does not disclose the trade secret except pursuant agreements relating to court order his employment.

Appears in 3 contracts

Samples: Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.)

Confidentiality. Executive hereby acknowledges his understanding that as a result of his employment by CSL, in order to assist Executive with his duties, the Company and its affiliates will provide Executive with, and Executive will develop on behalf of the Company and its affiliates, valuable and important confidential or proprietary data, documents and information concerning CSL and its affiliates, their operations and their future plans. Executive hereby agrees that Executive he will not, directly either during the term of his employment with CSL, or indirectly at any time after the term of his employment with CSL, use, make available, sell, disclose divulge or otherwise communicate to any person or entity, other than in or direct any Executive or agent of CSL or its affiliates or of his to divulge or communicate to any person or entity, or use to the course detriment of Executive’s assigned duties hereunder and CSL or its affiliates or for the benefit of the Employer any other person or entity, either while Executive is employed by the Company hereunder or at make or remove any time thereafter copies of, any business and technical such confidential information or trade secrets, nonpublic, proprietary data or confidential information, knowledge whether or data not marked or otherwise identified as confidential or secret. Upon any termination of this Agreement for any reason whatsoever, Executive shall surrender to CSL any and all materials, including but not limited to drawings, manuals, reports, documents, lists, photographs, maps, surveys, plans, specifications, accountings and any and all other materials relating to the Employer Company, its affiliates or any of its or their business, including all copies thereof, that Executive has in his possession, whether or not such material was created or compiled by Executive, but excluding, however, personal memorabilia belonging to Executive. With the foregoing will have been obtained by exception of such excluded items, materials, etc., Executive during Executive’s employment hereunder acknowledges that all such material is solely the property of CSL or otherwise its affiliates, and that Executive has no right, title or interest in or to such materials. The foregoing will Notwithstanding anything to the contrary set forth in this Section 8, the provisions of this Section 8 shall not apply to information that which: (i) was known is or becomes generally available to the public prior to its other than as a result of improper disclosure to by Executive ; , or (ii) becomes generally is already known to Executive as of the public date of this Agreement from sources other than CSL or its affiliates, (iii) is required to be disclosed by law or by regulatory or judicial process, or (iv) is used or disclosed by or on behalf of Executive in connection with the Employer’s industry subsequent to disclosure to Executive through no wrongful act enforcement of any claim against, or defense of any claim by Executive or on behalf of, the Company or any of Executive’s representatives; or (iii) its affiliates. Executive is required to disclose by applicable law, regulation or legal process (provided acknowledges that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may shall not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret: secret that - ( i A) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (y) solely for the purpose of reporting or investigating a suspected violation of law law; or ( ii B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal . The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order .

Appears in 3 contracts

Samples: Executive Employment Agreement (Capital Senior Living Corp), Executive Employment Agreement (Capital Senior Living Corp), Executive Employment Agreement (Capital Senior Living Corp)

Confidentiality. During Executive's employment hereunder and thereafter, the Executive agrees shall hold in strict confidence any Proprietary or Confidential Information related to Company or its subsidiaries, except that Executive will not may disclose such information as required by law, directly court order, regulation or indirectly similar order. For purposes of this Agreement, use the term "Proprietary or Confidential Information" shall mean all information relating to Company, make available its subsidiaries or affiliates (such as business plans, sell, disclose or otherwise communicate to any person or entity, other than in the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic or financial information of strategic importance to Company or its subsidiaries or affiliates) that is not generally known in the airline industry, proprietary that was learned, discovered, developed, conceived, originated or confidential information, knowledge or data relating prepared during Executive's employment with Company and the disclosure of which would be harmful to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder business prospects, financial status or otherwise. The foregoing will not apply to information that (i) was known to the public prior to reputation of Company or its disclosure to Executive; (ii) becomes generally known to the public subsidiaries or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates affiliates at the Company’s cost with the Company in seeking a protective order or other appropriate protection time of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order by Executive.

Appears in 3 contracts

Samples: Employment Agreement (Continental Airlines Inc /De/), Employment Agreement (Continental Airlines Inc /De/), Employment Agreement (Continental Airlines Inc /De/)

Confidentiality. Executive agrees that As an employee of the Company, the Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate have access to any person or entity, other than and may participate in the course origination of Executive’s assigned duties hereunder non-public, proprietary and for the benefit of the Employer, either while Executive is employed by confidential information relating to the Company hereunder or at and/or its affiliates and subsidiaries, and the Executive acknowledges a fiduciary duty owed to the Company and its affiliates and subsidiaries not to disclose impermissibly any time thereafter such information. Confidential information may include, any business and technical information or but is not limited to, trade secrets, nonpublic, proprietary or confidential customer lists and information, knowledge internal corporate planning, methods of marketing and operation, and other data or data relating to information of or concerning the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder Company, its affiliates and subsidiaries or otherwise. The foregoing will their customers that is not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or generally in the Employer’s industry subsequent banking industry. The Executive agrees that for a period of five (5) years following the cessation of employment, the Executive will not use or disclose to disclosure any third party any such confidential information, either directly or indirectly, except as may be authorized in writing specifically by the Company; provided, however that to Executive through no wrongful act the extent the information covered by this Section 9 is otherwise protected by the law, such as “trade secrets,” as defined by the Virginia Uniform Trade Secrets Act, or customer information protected by banking privacy laws, that information shall not be disclosed or used for however long the legal protections applicable to such information remain in effect. Nothing in this Agreement restricts or prohibits the Executive or any of the Executive’s representatives; counsel from initiating communications directly with, responding to any inquiry from, volunteering information to, or providing testimony before a self-regulatory authority or a governmental, law enforcement or other regulatory authority, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Congress, and any Office of Inspector General ( iii) collectively, the “Regulators”), from participating in any reporting of, investigation into, or proceeding regarding suspected violations of law, or from making other disclosures that are protected under or from receiving an award for information provided under the whistleblower provisions of state or federal law or regulation. The Executive does not need the prior authorization of the Company to engage in such communications with the Regulators, respond to such inquiries from the Regulators, provide confidential information or documents containing confidential information to the Regulators, or make any such reports or disclosures to the Regulators. The Executive is not required to disclose by applicable law, regulation or legal process (provided that Executive provides notify the Company with prior notice of that the contemplated disclosure and cooperates at the Company’s cost Executive has engaged in such communications with the Company in seeking a protective order or other appropriate protection of such information) Regulators. The Company Executive recognizes and Executive acknowledge agrees that, notwithstanding anything in connection with any such activity outlined above, the Executive must inform the Regulators that the information the Executive is providing is confidential. Federal law provides certain protections to the contrary contained individuals who disclose a trade secret to their attorney, a court, or a government official in this Agreement certain, pursuant to 18 USC § 1833(b) confidential circumstances. Specifically, federal law provides that an individual may shall not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret secret under either of the following conditions: • Where the disclosure is made ( i a) made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney , ; and (b) solely for the purpose of reporting or investigating a suspected violation of law law; or (ii) • Where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge Federal law also provides that an individual suing who files a lawsuit for retaliation by an employer for retaliation based on the reporting of a suspected violation of law may disclose a the trade secret to his the attorney of the individual and use the trade secret information in the court proceeding, so long as if the individual (a) files any document containing the trade secret is filed under seal seal; and the individual (b) does not disclose the trade secret secret, except pursuant to court order.

Appears in 3 contracts

Samples: Employment Agreement (Access National Corp), Employment Agreement (Access National Corp), Employment Agreement (Access National Corp)

Confidentiality. The Executive agrees and understands that in the Executive’s position with the Company, the Executive will be exposed to and will receive information relating to the confidential affairs of the Company, including but not limited to, information regarding the Company’s ownership, technical information, intellectual property, business and marketing plans, strategies, customer information, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company, and other forms of information considered by the Company reasonably and in good faith to be confidential and in the nature of trade secrets (“Confidential Information”). Confidential Information does not include information that is or becomes widely available in any industry in which the Company does business other than as a result of any act or omission by the Executive in violation of this Agreement or law. The Executive agrees that during the Employment Term and thereafter, the Executive will shall not, other than on behalf of the Company, disclose such Confidential Information, either directly or indirectly, use, make available, sell, disclose or otherwise communicate to any third person or entity, other than in entity without the course of Executive’s assigned duties hereunder and for the benefit prior written consent of the Employer Company; provided that disclosure may be made to the extent required by law, either while regulation, or order of a regulatory body, in each case so long as the Executive is employed by gives the Company hereunder as much advance notice of the disclosure as possible to enable the Company to seek a protective order, confidential treatment, or at any time thereafter other appropriate relief. This confidentiality covenant has no temporal, any business and technical information geographical, or trade secrets territorial restriction. Upon termination of the Employment Term, nonpublic, proprietary or confidential information, knowledge or data relating the Executive shall promptly supply to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that Company: (i) was known to all property of the public prior to its disclosure to Executive Company; and (ii) becomes generally known all notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, or any other tangible product or document containing Confidential Information produced by, received by, or otherwise submitted to the public Executive during or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, Employment Term. Executive acknowledges that pursuant to 18 USC § 1833(b) the Defend Trade Secrets Act, an individual may not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret secret that is made: (i) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that Also, an individual suing who files a lawsuit for retaliation by an employer for retaliation based on the reporting of a suspected violation of law may disclose a the trade secret to his the attorney of the individual and use the trade secret information in the court proceeding, so long as proceeding if the individual files any document containing the trade secret is filed under seal and the individual does not disclose the trade secret secret, except pursuant to court Court order.

Appears in 3 contracts

Samples: Employment Agreement (Espey MFG & Electronics Corp), Employment Agreement (Espey MFG & Electronics Corp), Employment Agreement (Espey MFG & Electronics Corp)

Confidentiality. During the Restricted Period, neither the Executive agrees that Executive nor any Controlled Entity will not, directly or indirectly indirectly disclose to anyone, use, make available, sell, disclose or use or otherwise communicate to any person or entity, other than in exploit for the course of Executive’s assigned duties hereunder and or any Controlled Entity’s own benefit or for the benefit of anyone other than the Employer, either while Executive is employed by the Company hereunder or at any time thereafter Company, any business and technical information or confidential information, including, without limitation, any confidential “know-how”, trade secrets, nonpublic customer lists, proprietary details of customer contracts, pricing policies, operational methods, marketing plans or confidential strategies, product development techniques or plans, business acquisition plans and new personnel acquisition plans of the Company or any affiliate related to the Business or any portion or phase of any scientific, engineering or technical information, knowledge design, process, procedure, formula, improvement, discovery, invention, machinery or data relating device of the Company or any affiliate, whether or not in written or tangible form (all of the preceding is hereinafter referred to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise as “Confidential Information”). The foregoing will term “Confidential Information” does not apply to include, and there shall be no obligation hereunder with respect to, information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known available to the public or in the Employer Company’s industry subsequent to competitors other than as a result of a disclosure to Executive through no wrongful act by the Executive or a Controlled Entity or any of Executive’s representatives; agent or (iii) other representative thereof. Neither the Executive nor any Controlled Entity shall have any obligation hereunder to keep confidential any Confidential Information to the extent disclosure is required by law, or determined in good faith by the Executive to disclose by applicable law be necessary or appropriate to comply with any legal or regulatory order, regulation or legal process (provided requirement; provided, however, that in the event disclosure is required by law, the Executive provides or the Controlled Entity concerned shall provide the Company with prior prompt advance written notice of such requirement so that the contemplated disclosure Company may seek an appropriate protective order. It is understood that in any new employment, the Executive may use his ordinary skill and cooperates non-confidential knowledge, even though said skill and non-confidential knowledge may have been gained at the Company . The Executive’s cost with obligations under this Section 10(c) shall be in addition to, not in substitution for, any common law fiduciary duties the Executive has to the Company in seeking a protective order or other appropriate protection regarding information acquired during the course of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order employment.

Appears in 3 contracts

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

Confidentiality. Executive agrees that Executive During the period of your employment and for a period of three years following any termination of your employment, you will not keep confidential any trade secrets and confidential or proprietary information of SPC, SPR and Platinum which are now known to you or which hereafter may become known to you as a result of your employment or association with SPC, SPR and Platinum and will not at any time directly or indirectly, use, make available, sell, indirectly disclose or otherwise communicate any such information to any person person, firm or entity corporation, or use the same in any way other than in connection with the business of SPC, SPR and Platinum during, and at all times after, the termination of your employment. For purposes of this Letter Agreement, "trade secrets and confidential or proprietary information" means information unique to SPC, SPR and Platinum which has a significant business purpose and is not known or generally available from sources outside SPC, SPR and Platinum or typical of industry practice, but shall not include any of the foregoing (i) that becomes a matter of public record or is published in a newspaper, magazine or other periodical available to the general public, other than in the course as a result of Executive’s assigned duties hereunder and for the benefit any act or omission of the Employer, either while Executive is employed by the Company hereunder you or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive that is required to disclose be disclosed by applicable any law, regulation or legal process ( order of any court or regulatory commission, department or agency, provided that Executive provides the Company with prior you give prompt notice of the contemplated disclosure such requirement to SPC, SPR and cooperates at the Company’s cost with the Company in seeking a Platinum, as appropriate, to enable SPC, SPR and Platinum, as appropriate, to seek an appropriate protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order confidential treatment.

Appears in 3 contracts

Samples: Platinum Underwriters Holdings LTD, Platinum Underwriters Holdings LTD, Platinum Underwriters Holdings LTD

Confidentiality. Executive agrees that Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity, other than in In connection with the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise with the Company, the Company promises to provide the Executive with access to Confidential Information in support of the Executive’s employment duties. The foregoing will not apply to information Executive recognizes that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with business interests require a confidential relationship between the Company in seeking a protective order and the Executive and the fullest practical protection and confidential treatment of all Confidential Information. At all times, both during and after the Executive’s term of employment, the Executive will not directly or other appropriate protection indirectly use or disclose any Confidential Information, except for the Company’s benefit within the course and scope of such information) the Executive’s employment. The Company and Executive acknowledge that, notwithstanding anything to the contrary contained As used in this Agreement, pursuant to 18 USC § 1833(b “Confidential Information” means any and all material, information, ideas, inventions, formulae, patterns, compilations, programs, devices, methods, techniques, processes, know how, plans (marketing, business, strategic, technical or otherwise), arrangements, pricing and other data of or relating to the Company (as well as its customers and/or vendors) that is confidential, proprietary, or trade secret (A) by its nature, (B) based on how it is treated or designated by the Company, (C) because the disclosure of which would have an adverse effect on the business or planned business of the Company and/or (D) as a matter of law. At any time that the Company may request, during or after the Executive’s employment, the Executive will deliver to the Company all originals and copies of Confidential Information and all other information and property affecting or relating to the business of the Company within the Executive’s possession, custody or control, regardless of form or format, including, without limitation any Confidential Information produced by the Executive. Both during and after the Executive’s term of employment, the Company has the right of reasonable access to review, inspect, copy and/or confiscate any Confidential Information within the Executive’s possession, custody or control. Upon termination or expiration of this Agreement, the Executive must immediately return to the Company all Confidential Information, and all other information and property affecting or relating to the business of the Company, within the Executive’s possession, custody or control, regardless of form or format, without the necessity of a prior Company request. During the Executive’s term of employment and for a period of 3 years thereafter, the Executive represents and agrees that the Executive will not use or disclose any confidential or proprietary information or trade secrets of others, including but not limited to former employers, and that the Executive will not bring onto the premises of the Company or access such confidential or proprietary information or trade secrets of such others, unless consented to in writing by said others, and then only with the prior written authorization of the Company. Notwithstanding the foregoing, the Parties acknowledge that an individual may shall not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret Confidential Information that: (A) is made (i) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law or law; ( ii B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal ; or (C) becomes public knowledge other than as a result of an unauthorized disclosure by the Executive. The Company and Executive further Parties acknowledge that an individual suing who files a lawsuit for retaliation by an employer for retaliation based on the of reporting of a suspected violation of law may disclose a trade secret the Confidential Information to his the attorney of the individual and use the trade secret information Confidential Information in the court proceeding, so long as if the individual (i) files any document containing the trade secret is filed Confidential Information under seal and the individual seal; and, (ii) does not disclose the trade secret Confidential Information, except pursuant to court order.

Appears in 3 contracts

Samples: Executive Employment Agreement (Glimpse Group, Inc.), Executive Employment Agreement (Glimpse Group, Inc.), Executive Employment Agreement (Glimpse Group, Inc.)

Confidentiality. Executive agrees that Executive During the Covered Employment Term and thereafter, (i) the Employee will not not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any such order), directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity, other than in the regular and proper course of Executive’s assigned duties hereunder business of the Company, any confidential knowledge or information with respect to the operations, finances, organization or employees of the Company or its subsidiaries or affiliates, or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company or its subsidiaries or its affiliates, including, but not limited to, producer lists, pricing information and customer lists; and (ii) the Employee will not use, directly or indirectly, any confidential information for the benefit of anyone other than the Employer Company; provided, either while Executive however, that the Employee has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is employed or hereafter shall become available to the public other than through disclosure by the Employee. All new processes, techniques, know-how, inventions, plans, products, patents and devices developed, made or invented by the Employee, alone or with others, while an employee of the Company hereunder which are related to the business of the Company, shall be and become the sole property of the Company, unless released in writing by the Company, and the Employee hereby assigns any and all rights therein or at thereto to the Company. This Section 4.3 is intended as a supplement to, and not a limitation of or in lieu of, the Confidentiality Agreement and any time thereafter obligations or restrictions imposed upon the Employee under any other law or statute including, but not limited to, any business and technical information or obligations the Employee may owe under any law governing trade secrets, nonpublic any common law duty of loyalty, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise any fiduciary duty. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law notwithstanding, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained nothing in this Agreement Agreement or the Confidentiality Agreement shall be construed to prevent the Employee from communicating or cooperating with any government agency regarding matters that are within the agency's jurisdiction. Further, pursuant to 18 USC § 1833(b), an individual the Employee may not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret secret that is made: ( i a) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and provided that such disclosure is solely for the purpose of reporting or investigating a suspected violation of law the law, or ( ii b) in a complaint or other document filed in a lawsuit or other proceeding, if provided that such filing is made under seal. The Additionally, in the event the Employee files a lawsuit against the Company and Executive further acknowledge that an individual suing an employer for retaliation based on by the Company against the Employee for reporting of a suspected violation of law may disclose a law, the Employee has the right to provide trade secret information to his the Employee's attorney and use the trade secret information in the court proceeding, so long as although the Employee must file any document containing the trade secret is filed under seal and the individual does Employee may do not disclose the trade secret secret, except pursuant to court order.

Appears in 3 contracts

Samples: Officer Employment Agreement (Independence Holding Co), Officer Employment Agreement, Officer Employment Agreement (Independence Holding Co)

Confidentiality. Executive agrees that Executive will During the Term of this Agreement and for three (3) years thereafter, Employee shall not, directly or indirectly in any manner, use, make available, sell, disclose or otherwise communicate to for any person or entity, other than in the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official reason, either directly or indirectly, divulge or communicate to an attorney any person, solely for the purpose of reporting firm or investigating a suspected violation of law corporation, any confidential information concerning any matters not generally known in Company's industry or (ii) in a complaint otherwise made public by Company which affects or relates to Company's business, finances, marketing and/ or operations, research, development, inventions, products, designs, plans, procedures, or other document filed in a lawsuit or other proceeding data (collectively, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information “Confidential Information”) except in the court proceeding ordinary course of his duties for Company or as required by applicable law. Without regard to whether any item of Confidential Information is deemed or considered confidential, so long material, or important, the parties hereto stipulate that as between them, to the extent such item is not generally known in the Company's industry, such item is important, material, and confidential and affects the successful conduct of Company’s business and good will, and that any document containing breach of the trade secret is filed under seal terms of this Section 6.1 shall be a material and the individual does not disclose the trade secret except pursuant to court order incurable breach of this Agreement.

Appears in 3 contracts

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

Confidentiality. Executive (a) Each party acknowledges and understands that with respect to the activities described in this Agreement any and all technical, trade secret, or business information, including, without limitation, financial information, business or marketing strategies or plans, business relationships, product development or customer information (“Proprietary Information”) shared by one party with the other is confidential and proprietary, constitutes trade secrets of the owner of such Proprietary Information, and is of great value and importance to the success of the owner’s business. The recipient of any such Proprietary Information agrees to use efforts not less than that Executive will employed to protect its own proprietary information, and in any event, commercially reasonable efforts, to safeguard any Proprietary Information received from the other party and to prevent the unauthorized, negligent or inadvertent use or disclosure thereof. The recipient of any such Proprietary Information shall not , without the prior written approval of the owner, directly or indirectly, use, make available, sell, disclose or otherwise communicate the Proprietary Information to any person or entity business entity except for a limited number of employees, attorneys, accountants and other than in the course of Executive’s assigned duties hereunder and for the benefit advisors of the Employer, either while Executive is employed recipient on a need-to-know basis or as may be required by the Company hereunder law or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise regulation. The foregoing will not apply to information that recipient of any such Proprietary Information shall promptly notify the owner in writing of (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public any unauthorized, negligent or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive inadvertent use or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official Proprietary Information, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) any disclosure required by law or regulation. The recipient of any such Proprietary Information shall be liable under this Agreement to the owner for any use or disclosure in a complaint violation of this Agreement by it or its employees, attorneys, accountants, or other document filed in a lawsuit advisors or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order agents.

Appears in 3 contracts

Samples: Marketing Agent Agreement (THL Credit Senior Loan Fund), Marketing Agent Agreement (KKR Income Opportunities Fund), Marketing Agent Agreement (THL Credit Senior Loan Fund)

Confidentiality. Executive agrees recognizes and acknowledges that personal information and knowledge thereof regarding the customers of the Company and its Affiliates are protected by state and federal law and the Privacy Principles of the Company and its Affiliates, as amended from time to time (collectively, “Protected Customer Information”), and that customer lists, trade secrets, nonpublic financial information, and nonpublic past, present, planned or considered business activities of the Company and its Affiliates and any plans for such business activities (collectively, “Proprietary Information”) are valuable, special and unique assets of the Company. Executive will not, directly during or indirectly, use, make available, sell after the Employment Period, disclose any Protected Customer Information or otherwise communicate Proprietary Information or his knowledge thereof to any person or entity, Legal Entity other than in the course Company or any Affiliate, or use any Protected Customer Information or Proprietary Information to the detriment of Executive’s assigned duties hereunder and the Company, any Affiliate or any of their respective customers or employees, or for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter himself, any business and technical information person or trade secrets any Legal Entity, nonpublic for any reason or purpose whatsoever. Notwithstanding the foregoing, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that may (i) disclose and use information that becomes publicly known through no wrongful act or omission of Executive, but only if the disclosure of such information is not restricted by any applicable state or federal laws or regulations and the information is not received from a person who was known or is bound by an obligation not to the public prior to its disclosure to Executive disclose such information; (ii) becomes generally known to the public disclose and use any financial, banking, business or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive economic principles, concepts or any of Executive’s representatives ideas that do not constitute Protected Customer Information or Proprietary Information; or (iii) Executive is disclose any information regarding the business activities of the Company or its Affiliates to a governmental authority pursuant to a formal written request made by such governmental authority; and (iv) disclose any information required to disclose be disclosed by Executive pursuant to an order or judicial process issued by a court of competent jurisdiction; provided, however, that to the extent not prohibited by applicable state or federal law, regulation or legal process (provided that Executive provides shall provide the Company or the applicable Affiliate with at least ten (10) days’ prior written notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything his intention to the contrary contained in this Agreement, disclose information pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: subparagraph ( i iii) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or ( ii iv) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order this Section 8(c).

Appears in 3 contracts

Samples: Employment Agreement (BankFinancial CORP), Employment Agreement (BankFinancial CORP), Employment Agreement (BankFinancial CORP)

Confidentiality. Executive agrees that Executive will During the Term of this Agreement and for three (3) years thereafter, Employee shall not, directly or indirectly in any manner, use, make available, sell, disclose or otherwise communicate to for any person or entity, other than in the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official reason, either directly or indirectly, divulge or communicate to an attorney any person, solely for the purpose of reporting firm or investigating a suspected violation of law corporation, any confidential information concerning any matters not generally known in Company's industry or (ii) in a complaint otherwise made public by Company which affects or relates to Company's business, finances, marketing and/ or operations, research, development, inventions, products, designs, plans, procedures, or other document filed in a lawsuit or other proceeding data (collectively, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information "Confidential Information") except in the court proceeding ordinary course of his duties for Company or as required by applicable law. Without regard to whether any item of Confidential Information is deemed or considered confidential, so long material, or important, the parties hereto stipulate that as between them, to the extent such item is not generally known in the Company's industry, such item is important, material, and confidential and affects the successful conduct of Company's business and good will, and that any document containing breach of the trade secret is filed under seal terms of this Section 6.1 shall be a material and the individual does not disclose the trade secret except pursuant to court order incurable breach of this Agreement.

Appears in 3 contracts

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

Confidentiality. Executive agrees recognizes and acknowledges that the Confidential Information (as hereinafter defined) is a valuable, special and unique asset of the Company. As a result, Executive will shall not, without the prior written consent of the Company, for any reason, either directly or indirectly, use, make available, sell, disclose or otherwise communicate indirectly divulge to any person third party or entity, use for Executive’s own benefit or for any purpose other than the exclusive benefit of the Company any confidential, proprietary, business or technical information or trade secrets of the Company or of any subsidiary or affiliate of the Company (“Confidential Information”) revealed, obtained or developed in the course of Executive’s assigned duties hereunder employment with the Company. Executive understands and for acknowledges that Executive’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business first having access to such Confidential Information and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive shall continue during and after Executive’s employment hereunder until such time as such Confidential Information has become public knowledge other than as a result of the Employee’s breach of this Agreement or otherwise breach by those acting in concert with the Employee or on the Employee’s behalf. The foregoing will Such Confidential Information shall include, but shall not apply be limited to, intangible personal property, any information relating to information methods of production, manufacture, service, research, specifications, computer codes, business, marketing and sales techniques and concepts, other data and materials used in performing the Executive’s duties (other than Executive’s personal contact list), costs, business studies, finances, marketing data, plans and efforts, the terms of contracts and agreements with clients, contractors and suppliers, litigation strategy and other Confidential Information relating to litigation, the Company’s relationship with actual and prospective customers, contractors and suppliers and the needs and requirements of, and the Company’s course of dealing with, any such actual or prospective customers, contractors and suppliers, personnel information, and any other materials that (i) was known have not been made available to the public prior industry; provided, that nothing herein contained shall restrict Executive’s ability to its disclosure to Executive; (ii) becomes generally known to make such disclosures during the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any course of Executive’s representatives employment as may be necessary or appropriate to the effective and efficient discharge of the duties required by or appropriate for Executive’s Position or as such disclosures may be required by law; and further provided, that nothing herein contained shall restrict Executive from divulging or (iii) using for Executive’s own benefit or for any other purpose any Confidential 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 Executive’s breach of this Section 7. Notwithstanding any provision in this Agreement to the contrary, in the event Executive is required by judicial or administrative process to disclose any Confidential Information, Executive may disclose that portion of the Confidential Information that Executive’s legal counsel advises is required to be disclosed; provided that, unless prohibited by applicable law, regulation or legal process (provided that Executive provides shall notify the Company with prior notice promptly and in advance of any such proposed disclosure, and Executive shall support the efforts of the contemplated Company to limit the scope of the disclosure and cooperates at the Company’s cost with the Company in seeking or to obtain a protective order or other appropriate protection of for such information) Confidential Information. The Company In addition, and Executive acknowledge that, notwithstanding anything any provision in this Agreement to the contrary contained in this Agreement contrary, pursuant to under 18 USC § U.S.C. §1833(b), an “An individual may shall not be held criminally or civilly liable under any criminal Federal or civil federal or state State trade secret law for the disclosure of a trade secret: secret that (A) is made (i) made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law law; or ( ii B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an An individual suing who files a lawsuit for retaliation by an employer for retaliation based on the reporting of a suspected violation of law may disclose a the trade secret to his the attorney of the individual and use the trade secret information in the court proceeding, so long as if the individual (A) files any document containing the trade secret is filed under seal seal; and the individual (B) does not disclose the trade secret secret, except pursuant to court order. ” Nothing in this Agreement or any Company policy is intended to conflict with this statutory protection, and no Company director, officer, or member of management has the authority to impose any rule to the contrary.

Appears in 3 contracts

Samples: Nic Employment Agreement (Nic Inc), Nic Employment Agreement for Doug Rogers (Nic Inc), Nic Employment Agreement (Nic Inc)

Confidentiality. At all times after the Effective Date, Executive agrees that will maintain the confidentiality of all information in whatever form concerning Company or any of its subsidiaries or affiliates relating to its or their businesses, customers, finances, strategic or other plans, marketing, employees, trade practices, trade secrets, know-how or other matters which are not generally known outside Company or any of its subsidiaries or affiliates, and Executive will not, directly or indirectly, use make any disclosure thereof to anyone, or make available any use thereof, sell on Executive’s own behalf or on behalf of any third party, unless specifically requested by or agreed to in writing by an executive officer of Company. In addition, Executive agrees that Executive will not disclose the existence or otherwise communicate terms of this Agreement to any person or entity, other than in third parties with the course exception of Executive’s assigned duties hereunder accountants, attorneys, or spouse, and for shall ensure that none of them discloses such existence or terms to any other person, except as required to comply with law. Executive will promptly return to Company all reports, files, memoranda, records, computer equipment and software, credit cards, cardkey passes, door and file keys, computer access codes or disks and instructional manuals, and other physical or personal property which Executive received or prepared or helped prepare in connection with Executive’s employment and Executive will not retain any copies, duplicates, reproductions or excerpts thereof. The obligations of this paragraph 7 shall survive the benefit expiration of this Agreement. Notwithstanding any other provision of this Agreement, Executive is not prohibited from (i) providing truthful testimony or accurate information in connection with any investigation being conducted into the business or operations of the Employer, either while Executive Company by any government agency or other regulator that is employed responsible for enforcing a law on behalf of the government or (ii) otherwise providing information to the appropriate government agency regarding conduct or action undertaken or omitted to be taken by the Company hereunder that Executive reasonably believes is illegal or at in non-compliance with any time thereafter, any business and technical information financial disclosure or trade secrets, nonpublic, proprietary other legal or confidential information, knowledge or data relating regulatory requirement applicable to the Employer whether Company, or from making any other disclosures that are protected under the foregoing whistleblower provisions of applicable law or regulation; provided, that in making any such disclosures, Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any confidential information to any parties other than the relevant government agencies. Additionally, Executive will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for any disclosure of a trade secret secret that: ( i A) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (2) solely for the purpose of reporting or investigating a suspected violation of law law; or ( ii B) is made in a complaint or other document filed under seal in a lawsuit or other proceeding , if such filing is made under seal . The Company and If Executive further acknowledge that an individual suing an employer files a lawsuit for retaliation based on by the Company for reporting of a suspected violation of law law, Executive may disclose a the Company's trade secret secrets to his the Executive’s attorney and use the trade secret information in the court proceeding, so long as proceeding if the Executive (A) files any document containing the trade secret is filed secrets under seal seal; and the individual (B) does not disclose the trade secret secrets, except pursuant to court order . Executive is not required to obtain the approval of, or give notice to, the Company or any of its representatives to take any action permitted under this Section 7.

Appears in 3 contracts

Samples: Severance/Change in Control Agreement (Hanesbrands Inc.), Severance/Change in Control Agreement (Hanesbrands Inc.), Severance/Change in Control Agreement (Hanesbrands Inc.)

Confidentiality. The Executive acknowledges that the Company or an affiliate may disclose Secret or Confidential Information to the Executive during the Term to enable him to perform his duties hereunder. The Executive agrees that Executive will not that, directly or indirectly subject to the following sentence, use he shall not during the Term (except in connection with the proper performance of his duties hereunder) and thereafter, make available, sell without the prior written consent of the Company, disclose or otherwise communicate to any person or entity, other than in entity any material or significant Secret or Confidential Information concerning the course of Executive’s assigned duties hereunder and for the benefit business of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business an affiliate. This paragraph shall not be applicable if and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether extent the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such Secret or Confidential Information is required to be disclosed by applicable the Executive by any law, regulation or legal process (provided order of any court or regulatory commission, department or agency. The Executive further agrees that Executive provides if his employment by the Company is terminated for any reason, he shall not take with prior notice him, but shall leave with the Company, all records and papers and all matter of whatever nature that bears Secret or Confidential Information. For purposes of this Agreement, the contemplated disclosure term “Secret or Confidential Information” shall include, without limitation, any and cooperates at all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Company’s cost with and any affiliates’ financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations, or any other information of whatever nature in the possession or control of the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that an affiliate, notwithstanding anything that has not been published or disclosed to the contrary contained in this Agreement general public or the construction industry, pursuant provided that such term shall not include knowledge, skills, and information that is common to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in or profession of the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order Executive.

Appears in 3 contracts

Samples: Employment Agreement (Textura Corp), Employment Agreement (Textura Corp), Employment Agreement of William Eichhorn (Textura Corp)

Confidentiality. Executive agrees that Executive will shall not, during the Employment Period or at any time thereafter directly or indirectly, use disclose, make available reveal, sell, disclose divulge or otherwise communicate to any person or entity, Person other than in authorized officers, directors and employees of the course of Company or use or otherwise exploit for Executive’s assigned duties hereunder and own benefit or for the benefit of anyone other than the Employer Company, either while Executive is employed by any Confidential Information (as defined below). “Confidential Information” means any information with respect to the Company hereunder or at any time thereafter of its affiliates, any business and technical information or including methods of operation, customer lists, products, prices, fees, costs, technology, formulas, inventions, trade secrets, nonpublic know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary or confidential information matters; provided, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment that, there shall be no obligation hereunder or otherwise. The foregoing will not apply to with respect to, information that (i) was known is generally available to the public prior to its disclosure to Executive; on the Effective Date, (ii) becomes generally known available to the public or in the Employer’s industry subsequent to other than as a result of a disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; not otherwise permissible hereunder, or (iii) Executive is required to disclose be disclosed by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective court order or other appropriate protection of such information). The Company legal or regulatory process and Executive acknowledge that gives the Company prompt written notice and the opportunity to seek a protective order. For the avoidance of doubt, notwithstanding anything Executive understands that pursuant to the contrary contained in this Agreement federal Defend Trade Secrets Act of 2016, pursuant to 18 USC § 1833(b), an individual may Executive shall not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret: secret that (A) is made (i) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney , ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law law; or ( ii B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Nothing contained in this Agreement shall limit Executive’s ability to communicate with any federal, state or local governmental agency or commission, including to provide documents or other information, without notice to the Company. Further, nothing in this Agreement shall be deemed to preclude Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of from testifying truthfully under oath if Executive is required or compelled by law may disclose a trade secret to his attorney and use the trade secret information testify in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order judicial action or before any government authority or agency or from making any other legally-required truthful statements or disclosures.

Appears in 3 contracts

Samples: Employment Agreement (Unicycive Therapeutics, Inc.), Employment Agreement (Unicycive Therapeutics, Inc.), Employment Agreement (Sidus Space Inc.)

Confidentiality. Executive agrees that As an employee of Company, Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate have access to any person or entity, other than and may participate in the course origination of Executive’s assigned duties hereunder non-public, proprietary and for the benefit of the Employer confidential information relating to Company and/or its affiliates and Executive acknowledges a fiduciary duty owed to Company and its affiliates not to disclose any such information. Confidential information may include, either while Executive but is employed by the Company hereunder or at any time thereafter not limited to, any business and technical information or trade secrets, nonpublic, proprietary or confidential customer lists and information, knowledge internal corporate planning, methods of marketing and operation, and other data or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder information of or otherwise. The foregoing will concerning Company and its affiliates or their customers that is not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or generally in the Employer’s industry subsequent banking industry. Executive agrees that for a period of five (5) years following the cessation of employment, Executive will not use or disclose to disclosure any third party any such confidential information, either directly or indirectly, except as may be authorized in writing specifically by Company; provided, however that to Executive through no wrongful act the extent the information covered by this Section 8 is otherwise protected by the law, such as “trade secrets,” as defined by the Virginia Uniform Trade Secrets Act, or customer information protected by banking privacy laws, that information shall not be disclosed or used for however long the legal protections applicable to such information remain in effect. Nothing in this Agreement restricts or prohibits Executive or any of Executive’s representatives; counsel from initiating communications directly with, responding to any inquiry from, volunteering information to, or providing testimony before a self-regulatory authority or a governmental, law enforcement or other regulatory authority, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Congress, and any Office of Inspector General ( iii) collectively, the “Regulators”), from participating in any reporting of, investigation into, or proceeding regarding suspected violations of law, or from making other disclosures that are protected under or from receiving an award for information provided under the whistleblower provisions of state or federal law or regulation. Executive does not need the prior authorization of Company to engage in such communications with the Regulators, respond to such inquiries from the Regulators, provide confidential information or documents containing confidential information to the Regulators, or make any such reports or disclosures to the Regulators. Executive is not required to disclose by applicable law, regulation or legal process (provided notify Company that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost has engaged in such communications with the Company in seeking a protective order or other appropriate protection of such information) Regulators. The Company Executive recognizes and Executive acknowledge agrees that, notwithstanding anything in connection with any such activity outlined above, Executive must inform the Regulators that the information Executive is providing is confidential. Federal law provides certain protections to the contrary contained individuals who disclose a trade secret to their attorney, a court, or a government official in this Agreement certain, pursuant to 18 USC § 1833(b) confidential circumstances. Specifically, federal law provides that an individual may shall not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret secret under either of the following conditions: ​ ● Where the disclosure is made ( i a) made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney , ; and (b) solely for the purpose of reporting or investigating a suspected violation of law law; or (ii) ● Where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge Federal law also provides that an individual suing who files a lawsuit for retaliation by an employer for retaliation based on the reporting of a suspected violation of law may disclose a the trade secret to his the attorney of the individual and use the trade secret information in the court proceeding, so long as if the individual (a) files any document containing the trade secret is filed under seal seal; and the individual (b) does not disclose the trade secret secret, except pursuant to court order.

Appears in 3 contracts

Samples: Employment Agreement (C & F Financial Corp), Employment Agreement (C & F Financial Corp), Employment Agreement (C & F Financial Corp)

Confidentiality. Executive agrees that Executive will shall not, directly during the Employment Term or indirectly, use anytime thereafter, make available, sell, use of or disclose or otherwise communicate any Confidential Information to any person or entity (including, but not limited to any bank, trust company, credit union, corporation, firm, unincorporated organization, association, partnership, limited liability company, trust estate, joint venture or other business organization or entity , ) (“Person”) for any reason or purpose whatsoever other than in the course furtherance of Employer’s business. The term “Confidential Information” shall mean all confidential information of or relating to Employer and any Person effectively controlling, effectively controlled by or effectively under common control with Employer (“Affiliate”) 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 Executive’s assigned duties hereunder breach or nonobservance of his obligations described in this Section 5.1. Notwithstanding the foregoing, 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 Executive shall provide Employer with prior written notice of any such required or potentially required disclosure and for the benefit shall cooperate with Employer and use his best efforts under such circumstances to obtain appropriate confidential treatment of the Employer, either while Executive is employed by the Company hereunder any such Confidential Information that may be so required to be disclosed in connection with any such legal or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during regulatory proceeding. Executive’s employment hereunder or otherwise. The foregoing will not apply obligation to information that (i) was known to the public prior to refrain from disclosing Confidential Information under this Section 5.1 shall continue in effect in accordance with its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or terms following any termination of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, Agreement pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order Section 4 above.

Appears in 3 contracts

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

Confidentiality. During the Term of Employment, and at all times thereafter, the Executive agrees that shall maintain the confidentiality of all confidential or proprietary information of MFA and any of its subsidiaries or affiliates, if any, or of any other person or entity with which the Executive will not has been involved as a direct or indirect result of his employment by, or performance of consulting or other services (including, without limitation, as a director, officer, advisor, agent, consultant or other independent contractor) for, MFA or any of its subsidiaries or affiliates (“Confidential Information”), and, except in furtherance of the Business of MFA or as specifically required by law or by court order, he shall not directly or indirectly, use, make available, sell, indirectly disclose or otherwise communicate any such information to any person or entity , other than in the course of Executive’s assigned duties hereunder and ; nor shall he use Confidential Information for any purpose except for the benefit of the Employer MFA. For purposes of this Agreement, either while Executive is employed by the Company hereunder “Confidential Information” includes, without limitation: client or at any time thereafter customer lists, any identities, contacts, business and technical financial information; investment strategies; pricing information or trade secrets policies, nonpublic fees or commission arrangements of MFA; marketing plans, proprietary projections, presentations or confidential strategies of MFA; financial and budget information of MFA; personnel information, knowledge personnel lists, resumes, personnel data, organizational structure, compensation and performance evaluations; information regarding the existence or terms of any agreement or relationship between MFA or any of its subsidiaries or affiliates and any other party; and any other information of whatever nature, which gives to MFA or any of its subsidiaries or affiliates an opportunity to obtain an advantage over its competitors who or which do not have access to such information. This restriction shall apply regardless of whether such Confidential Information is in written, graphic, recorded, photographic, data relating to or any machine readable form or is orally conveyed to, or memorized by, the Employer whether the foregoing will have been obtained by Executive during Executive ’s employment hereunder or otherwise. The foregoing will ; provided, however, that this Paragraph 7(a) shall not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge Confidential Information that , notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret : (i) made in confidence is or becomes publicly known through no act or omission on the Executive's part; (b) was rightfully known by the Executive without confidentiality restriction before disclosure to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law Executive by MFA; or ( ii c) in becomes rightfully known by the Executive without confidentiality restriction from a complaint or source other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge than MFA that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant owe a duty of confidentiality to court order MFA with respect thereto.

Appears in 2 contracts

Samples: Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.)

Confidentiality. Executive Except as otherwise required by applicable law or order of a court or government agency of competent jurisdiction, Superintendent agrees that Executive will not, and covenants: (i) to treat all WCSD Confidential Information (as defined below) as strictly confidential; and (ii) not to directly or indirectly, indirectly use, make available copy, sell remove from WCSD premises, disclose disclose, publish, or otherwise communicate to any entity or person or entity, other than any Confidential Information except as required in the course performance of Executive Superintendent’s assigned duties hereunder and for the benefit effective administration of the Employer WCSD. “Confidential Information” includes, either while Executive but is employed not limited to, all information, whether developed by the Company hereunder Superintendent or at any time thereafter others, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will that is not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public public, in any format whatsoever, relating to WCSD business, practices, methods, policies, plans, documents, research, operations, personnel, staff, employees, students, programs, data, records, finances, and other information that may be marked or identified as confidential or proprietary or that would appear to a reasonable person to be confidential or proprietary in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive context and circumstances in which the information is known or any used. This covenant shall survive the termination of Executive’s representatives; or (iii) Executive is required to disclose by applicable this Agreement and shall be enforceable, in addition other remedies available under this Agreement and under the law, regulation by injunctive relief issued by a court of competent jurisdiction without necessity of posting a bond or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order security or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order demonstrating actual damages.

Appears in 2 contracts

Samples: Employment Agreement, Employment Agreement

Confidentiality. Executive agrees I understand and agree that Executive my performance of services for the Company (the “Services”) creates a relationship of confidence and trust between me and the Company with respect to (i) all Proprietary Information (as defined in Section 7 herein) and (ii) Third Party Information (as defined in Section 7 herein). The information referred to in clauses (i) and (ii) of the preceding sentence is referred to in this Agreement, collectively, as “Confidential Information.” At all times, both during my relationship with the Company and after its termination, I will, subject to the exceptions set forth herein, keep in confidence and trust all such Confidential Information, and will not not use or disclose any such Confidential Information without the written consent of the Company, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity, other than except as may be necessary in the ordinary course of Executive’s assigned performing my duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise Company. The foregoing restrictions set forth in this Section 1 will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes is generally known now or in the future to the public or in the Employer’s industry subsequent trade, unless such knowledge results from an unauthorized disclosure by me, but this exception will not affect the application of any other provision of this Agreement to disclosure to Executive through no wrongful act by Executive such information in accordance with the terms of such provision. Notwithstanding the foregoing, I acknowledge that nothing in this agreement or in any of Executive’s representatives; policy or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost agreement with the Company shall be construed or applied to prohibit or limit me (or my counsel) from initiating communications directly with, responding to any inquiry from, volunteering information to, or providing testimony before, the Securities and Exchange Commission, the Department of Justice, FINRA, any other self-regulatory organization, or any other governmental, law enforcement, or regulatory authority, regarding any reporting of, investigation into, or proceeding concerning suspected violations of law. I further acknowledge that I am not required to advise or seek permission from the Company before engaging in seeking a protective order or other appropriate protection of any such information). The Company and Executive acknowledge activity, but that, notwithstanding anything in connection with any such activity, I must inform such authority that the information provided is confidential. Despite the foregoing, I recognize that I am not permitted to reveal to any third-party, including any governmental, law enforcement, or regulatory authority, information I came to learn during the course of employment with the Company that is protected from disclosure by any applicable privilege, including but not limited to the contrary contained in this Agreement attorney-client privilege or attorney work product doctrine, as the Company does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information. I further acknowledge that I am hereby advised that, pursuant to 18 USC § 1833(b) U.S. federal law, an individual may not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret: secret that is made (a) (i) made in confidence to a federal, state, or local government official, either directly or indirectly, official or to an attorney, attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law law; or ( ii b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal . The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order .

Appears in 2 contracts

Samples: Employment Agreement (Edgar Express, Inc.), Employment Agreement (Edgar Express, Inc.)

Confidentiality. The Executive agrees acknowledges that the Company and its Affiliates continually develop Confidential Information (as that term is defined in Section 11.2, below); that the Executive has developed and will continue to develop Confidential Information for the Company and its Affiliates and that the Executive has learned and will continue to learn of Confidential Information during the course of his/her employment. The Executive will not, directly comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and shall never use or indirectly, use, make available, sell, disclose or otherwise communicate to any person Person (except as required by applicable law or for the proper performance of his/her duties and responsibilities to the Company) any Confidential Information obtained by the Executive incident to his/her employment or other association with the Company or any of its Affiliates. The Executive understands that this restriction shall continue to apply after employment terminates, regardless of the reason for such termination. For the avoidance of doubt, (a) nothing contained in this Agreement limits, restricts or in any other way affects the Executive’s communicating with any governmental agency or entity, other than in or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity and (b) the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for disclosure of disclosing a trade secret: secret (i) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law law, or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding ; provided, however, that notwithstanding this immunity from liability, the Executive may be held liable if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a he/she unlawfully accesses trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order secrets by unauthorized means.

Appears in 2 contracts

Samples: Employment Agreement (Dominos Pizza Inc), Employment Agreement (Dominos Pizza Inc)