Common use of Board Observation Clause in Contracts

Board Observation. The Company shall cause Executive to be permitted to attend all meetings of the Company’s Board of Directors (the "Board") as an observer, and shall have no voting rights at such meetings. The company(ies) shall give Executive copies of all notices, minutes, consents and other material that the company(ies) provide to its/their directors, except in the event such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect confidential proprietary information, or for other similar reasons. Upon reasonable notice and at a scheduled meeting of the Board of Directors or such other time, if any, as the Board of Directors may determine in its sole discretion, Executive may address the board of Directors with respect to his concerns regarding significant business issues facing the company(ies). Executive shall agree to hold in confidence and trust and not use or disclose any confidential information provided to or learned by him in connection with his rights to receive the information, with common exclusions of (i) the confidentiality obligations shall not apply to information that has become publicly known and made generally available through no wrongful act by executive; or (ii) the confidentiality obligations shall not limit disclosure of information to the extent required by a court of competent jurisdiction or other governmental authority as and to the extent required by law, so long as Executive makes commercially reasonable efforts promptly to inform the company(ies), so that the company(ies) has the opportunity to oppose the disclosure order and, at the request of the company(ies), provides reasonable assistance to the company(ies) in opposing the disclosure of such information; or (iii) other typical circumstance. The rights of Executive to receive information described herein shall terminate and be of no further force or effect upon such time as Executive is no longer employed by the company(ies). The confidentiality provisions hereof will survive any such termination.

Appears in 2 contracts

Sources: Employment Agreement (Vincera, Inc.), Employment Agreement (Vincera, Inc.)

Board Observation. The Company shall cause Executive Contract CTA to be permitted to attend all meetings of the Company’s 's Board of Directors (the "Board") as an observer, and shall have no voting rights at such meetings. The company(ies) company shall give Executive Contract CTA copies of all notices, minutes, consents and other material that the company(ies) company provide to its/their directors, except in the event such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect confidential proprietary information, or for other similar reasons. , Upon reasonable notice and at a scheduled meeting of the Board of Directors or such other time, if any, as the Board of Directors may determine in its sole discretion, Executive Contract CTA may address the board of Directors with respect to his concerns regarding significant business issues facing the company(ies)company. Executive Contract CTA shall agree to hold in confidence and trust and not use or disclose any confidential information provided to or learned by him in connection with his rights to receive the information, with common exclusions of (i) the confidentiality obligations shall not apply to information that has become publicly known and made generally available through no wrongful act by executiveContract CTA; or (ii) the confidentiality obligations shall not limit disclosure of information to the extent required by a court of competent jurisdiction or other governmental authority as and to the extent required by law, so long as Executive Contract CTA makes commercially reasonable efforts promptly to inform the company(ies), company so that the company(ies) company has the opportunity to oppose the disclosure order and, at the request of the company(ies)company, provides reasonable assistance to the company(ies) company in opposing the disclosure of such information; or (iii) other typical circumstance. The rights of Executive Contract CTA to receive information described herein shall terminate and be of no further force or effect upon such time as Executive Contract CTA is no longer employed by the company(ies)company. The confidentiality provisions hereof will survive any such termination.

Appears in 1 contract

Sources: Contract Chief Technical Advisor Agreement (Cloud Security Corp.)