COVENANTS NOT TO DISCLOSE Sample Clauses

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COVENANTS NOT TO DISCLOSE. All Proprietary Information shall be and remains the exclusive property of EFH and is for the exclusive use and benefit of EFH. The Independent Contractor hereby agrees to regard and preserve Proprietary Information as sensitive and confidential. The Independent Contractor agrees that it will not, at any time, disclose to any unauthorized persons or entities or use for its own account, or for the benefit of any third party, any Proprietary Information, whether the Independent Contractor has such information in its memory or embodied in writing or other physical form, without EFH’s prior written consent, unless and to the extent that the Proprietary Information is or becomes generally known to and available for use by the public other than as a result of the Independent Contractor’s fault or the fault of any other person or entity bound by a duty of confidentiality to EFH. The Independent Contractor shall, immediately following the effective date of termination of this Agreement, and at any other time EFH may request, return to EFH all Proprietary Information then in the Independent Contractor’s possession or under its control, without retaining any copies or notes thereof. Work Product Ownership.
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COVENANTS NOT TO DISCLOSE. The Employee covenants and agrees that he will not, at any time during or after the termination of his employment by the Employer, communicate or disclose to any person, or use for his own account, or advise, discuss with, or in any way assist any other person or firm in obtaining or learning about, without the prior written consent of the Employer, information concerning any inventions, processes, programs, systems, flow charts or equipment used in, or any secret or confidential information (including, without limitation, any customer lists or trade secrets) concerning, the business and affairs of the Employer or any of its Affiliates acquired by the Employee during the term of his employment by the Employer. The Employee further covenants and agrees that he shall retain all such knowledge and information concerning the foregoing in trust for the sole benefit of the Employer and its Affiliates and their respective successors and assigns.
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COVENANTS NOT TO DISCLOSE. All Proprietary Information shall be and remain the exclusive property of the Company and is for the exclusive use and benefit of the Company. M▇▇▇▇ hereby agrees to regard and preserve Proprietary Information as sensitive and confidential, both during the Term and the Restricted Time (as defined in Section 8(c) below). M▇▇▇▇ agrees that it will not, at any time, disclose to any unauthorized persons or entities or use for its own account, or for the benefit of any third party, any Proprietary Information, whether M▇▇▇▇ has such information in its memory or embodied in writing or other physical form, without the Company’s prior written consent, unless and to the extent that the Proprietary Information is or becomes generally known to and available for use by the public other than as a result of M▇▇▇▇’▇ fault or the fault of any other person or entity bound by a duty of confidentiality to the Company. M▇▇▇▇ shall, immediately following the effective date of termination of his employment by the Company, and at any other time the Company may request, return to the Company all Proprietary Information then in M▇▇▇▇’▇ possession or under its control, without retaining any copies or notes thereof.
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COVENANTS NOT TO DISCLOSE. At all times Consultant will keep inviolate and secret and will not directly, indirectly, or otherwise use, disseminate, disclose, publish or make known in any other manner to any person or entity any “Confidential Information,” as that term is hereinafter defined, pertaining to Company without the written consent of Company. For the purposes of this Agreement, the term “Confidential Information” shall mean all trade secrets and financial information of Company. Should any person or entity seek to legally compel disclosure of Confidential Information by Consultant, or by anyone to whom Consultant has transmitted any Confidential Information, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demands or otherwise, Consultant shall provide Company with prompt written notice sufficient to enable either: (a) a reasonable attempt to obtain a protective order or other appropriate remedy; or (b) a waiver of compliance with the provisions of this paragraph. If Company shall give Consultant written notice that Company desires to obtain a protective order or other appropriate remedy, Consultant shall use reasonable efforts to allow Company to make such attempt at Company’s expense. In any event, Consultant shall furnish only that portion of the information which is legally required and will make a reasonable effort to obtain reliable assurance that confidential treatment will be accorded the information. This Section 2 shall remain in effect during the term of this Agreement and shall survive the termination or expiration of the term of this Agreement for a period of twelve (12) months.
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COVENANTS NOT TO DISCLOSE. The Employee covenants and agrees that he will not, at any time during or after the termination of his employment by the Employer, communicate or disclose to any person, or use for his own account, or advise, discuss with, or in any way assist any other person or firm in obtaining or learning about, without the prior written consent of the Employer, or any secret or confidential information (including, without limitation, any customer lists or trade secrets) concerning, the business and affairs of the Employer or any of its Affiliates acquired by the Employee during the term of his employment by the Employer. The Employee further covenants and agrees that he shall retain all such knowledge and information concerning the foregoing in trust for the sole benefit of the Employer and its Affiliates and their respective successors and assigns.
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COVENANTS NOT TO DISCLOSE. The Employee covenants and agrees that he will not, at any time during or after the termination of his employment by the Company, communicate or disclose to any person, or use for his own account, or advise, discuss with, or in any way assist any other person or firm in obtaining or learning about, without the prior written consent of the Company, information concerning any inventions, processes, programs, systems, flow charts or equipment used in, or any secret or confidential information (including, without limitation, any customer lists, trade secrets or information concerning any work done by the Company for its customers or done in any effort to solicit or obtain customers) concerning, the business and affairs of the Company or any of its Affiliates acquired by the Employee during the term of his employment by the Company. The Employee further covenants and agrees that he shall retain all such knowledge and information concerning the foregoing in trust for the sole benefit of the Company and its Affiliates and their respective successors and assigns.
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COVENANTS NOT TO DISCLOSE. The Company agrees to provide the Employee with confidential and proprietary information and trade secrets in exchange for the Employee's promise not to disclose them (the "Non-disclosure Provision"). In accordance with this Non-disclosure Provision, the Employee covenants and agrees that he will not, at any time during or after the termination of his employment by the Company, communicate, divulge or disclose to any Person (as hereinafter defined) or use for his own account, or advise, discuss with, or in any way assist any other Person in obtaining or learning about, without the prior written consent of the Company, information concerning any of the Company's services, systems, employees, customers, pricing practices, strategies, plans, general or specific "know-how," training programs, methods of doing business, processes, programs, flow charts or equipment used in its business, or any other secret or confidential information (including, without limitation, any customer lists, trade secrets, future business plans or information concerning any work done by the Company for its customers or done in any effort to solicit or obtain customers) concerning the business and affairs of the Company or any of its Affiliates acquired or obtained by the Employee during the term of his employment by the Company. The Employee further covenants and agrees that he shall retain all such knowledge and information concerning the foregoing in trust for the sole benefit of the Company and its Affiliates and their respective successors and assigns. For purposes of this Agreement, the term "Person" shall mean any individual, corporation, partnership, association, trust, estate or other entity of organization. The Employee agrees to return to the Company, within fifteen (15) days from the date of termination of his employment by the Company, all books, catalogues, customer lists, computer diskettes and files, company credit cards, and any other materials and documents relating to Company and its services, systems, employees, customers, pricing practices, strategies, plans, general or specific "know-how," training programs, methods of doing business, processes, programs, flow charts or equipment used in, or any secret or confidential information (including, without limitation, any customer lists, trade secrets, future business plans or information concerning any work done by the Company for its customers or done in any effort to solicit or obtain customers) concerning the busines...
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Related to COVENANTS NOT TO DISCLOSE

  • Covenant Not to Disclose (A) Executive warrants, covenants and agrees that, except in the performance of Executive’s duties under this Employment Agreement, Executive has not and will not at any time or in any manner, make or cause to be made any copies, pictures, duplicates, facsimiles or other reproductions or recordings, or any abstracts or summaries of any reports, studies, memoranda, correspondence, manuals, Customer lists, employee lists, records, plans, data programs, software, or other written, printed or otherwise recorded material of any kind whatsoever, belonging to or in the possession of Employer, which may be produced or created by or come into the possession of Executive in the course of Executive’s employment, or which is related in any manner to the past, present or prospective business of Employer. Executive shall have no right, title or interest in any such material. Executive agrees that, except in the performance of Executive’s duties under this Agreement, Executive will not, without the prior written consent of Employer remove any such material without prior written consent or other proper authorization from any premises of Employer or any applicable Affiliate thereof, and that Executive will surrender all such material to Employer immediately upon the termination of Executive’s employment or at any time prior to termination upon request of Employer, respectively. (B) Executive warrants, covenants and agrees that, except in the performance of Executive’s duties under this Agreement, or with the prior written consent of Employer, Executive will not at any time, whether during or after Executive’s employment with Employer, use, publish, or otherwise disclose for Executive’s own benefit or purpose or for the benefit or purpose of any other Entity, either directly or indirectly, any Confidential and/or Proprietary Information. Executive hereby acknowledges that the Confidential and/or Proprietary Information and materials are commercially and competitively valuable to Employer, and are vital to the success of Employer’s business at all locations at which Employer does business; that by this Agreement, Employer is taking reasonable steps to protect its legitimate interest in its confidential information; and that the restrictions set forth in this Agreement are reasonably necessary in order to protect Employer’s legitimate interest in its Confidential and/or Proprietary Information. (C) Executive acknowledges and agrees that this covenant shall have full force and effect through the Term of this Agreement and shall remain in effect indefinitely after the Term of this Agreement. (D) Notice of Immunity Under the Defend Trade Secrets Act of 2016. Notwithstanding any other provision of this Agreement: (i) Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (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; or (b) is made in a complaint or other document filed under seal in a lawsuit or other proceeding. (ii) If Executive files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Executive may disclose Employer’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing trade secrets under seal; and (b) does not disclose trade secrets, except pursuant to court order.

  • Covenant Not to Disclose Confidential Information The Employee ------------------------------------------------- acknowledges that during the course of his employment with the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, without the prior written consent of the Company, he will not communicate, publish or disclose, to any person anywhere or use any Confidential Information (as hereinafter defined) for any purpose other than carrying out his duties as contemplated by this Agreement. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all Confidential Information in the Employee's possession or under the Employee's control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof the term "Confidential Information" shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future business and products, price lists, customer lists, processes, procedures or standards, know- how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential information.

  • Right to Disclose With respect to any information, knowledge, or data disclosed to the Contractor by the Subcontractor, the Subcontractor warrants that the Subcontractor has full and unrestricted right to disclose the same without incurring legal liability to others, and that the Contractor shall have the full and unrestricted rights to use and publish the same as it may see fit. Any restrictions on Contractor’s use of information, knowledge, or data disclosed by Subcontractor must be made known to Contractor.

  • DUTY TO DISCLOSE If circumstances change or additional information is obtained regarding any of the representations and warranties made by the Applicant in the Application or this Agreement, or any other disclosure requirements, subsequent to the date of this Agreement, the Applicant’s duty to disclose continues throughout the term of this Agreement.

  • Covenants Not to Compete No Initial Stockholder, employee, officer or director of the Company is subject to any noncompetition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an Initial Stockholder, employee, officer and/or director of the Company.