Disclosure and Use Restrictions. The Grantee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company not having a need to know such information); (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the Grantee’s authorized employment duties to the Company or with the prior consent of the Grantee’s supervisor; and (iv) to immediately return and not retain, in any form, any such Confidential Information upon the Separation Date. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or subpoena/order. The Grantee shall promptly provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so. The Grantee understands and acknowledges that the Grantee’s obligations under the Covenants with regard to any particular Confidential Information shall commence immediately upon the Grantee’s first having access to such Confidential Information and shall continue during and after the Grantee’s employment by the Company until such time as such Confidential Information has become public knowledge other than as a result of the Grantee’s breach of the Covenants or breach by those acting in concert with the Grantee or on the Grantee’s behalf.
Appears in 6 contracts
Sources: Nonstatutory Stock Option Agreement (Dollar Tree, Inc.), Performance Based Restricted Stock Unit Agreement (Dollar Tree, Inc.), Restricted Stock Unit Agreement (Dollar Tree, Inc.)
Disclosure and Use Restrictions. The Grantee agrees and covenants(i) Employee agrees: (iA) to treat all Confidential Information as strictly confidentialconfidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; (iiB) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer and, in any event, not to anyone outside of the direct employ of the Employer except as required in the performance of any of the Employee's authorized employment duties to the Employer and only after execution of a confidentiality agreement (such information)as a Non-Disclosure Agreement) by the third party with whom Confidential Information will be shared; (iiiC) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the CompanyEmployer, except as required in the performance of any of the Grantee’s Employee's authorized employment duties to the Company Employer or with the prior consent of an authorized officer acting on behalf of the Grantee’s supervisorEmployer in each instance; and (ivD) to immediately return and not retain, in any form, any such Confidential Information upon the Separation Date. Nothing herein shall be construed to prevent disclosure all copies of Confidential Information as may be required by applicable law or regulationInformation, or pursuant and any other property of Employer, to the valid subpoena or order Employer upon termination of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or subpoena/order. employment.
(ii) The Grantee shall promptly provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so. The Grantee Employee understands and acknowledges that the GranteeEmployee’s obligations under the Covenants this Agreement with regard to any particular Confidential Information shall commence immediately upon his acceptance of the Grantee’s first having access to such Confidential Information RSU Agreement and shall continue during and after the Granteetermination of Employee’s employment by the Company Employer, until such time as such Confidential Information has become public knowledge other than as a result of the Grantee’s Employee's breach of the Covenants this Agreement or breach by those acting in concert with the Grantee Employee or on the Grantee’s Employee's behalf.
Appears in 6 contracts
Sources: Restricted Stock Unit Grant Agreement (United States Steel Corp), Restricted Stock Unit Grant Agreement (United States Steel Corp), Retention Grant Agreement (United States Steel Corp)
Disclosure and Use Restrictions. The Grantee agrees and covenants: (i) Employee agrees:
(A) to treat all Confidential Information as strictly confidential; confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities;
(iiB) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company not having a need to know such information); (iii) and authority to know and use the Confidential Information in connection with the business of the Employer and, in any event, not to access or use anyone outside of the direct employ of the Employer except as required in the performance of any of the Employee's authorized employment duties to the Employer and only after execution of a confidentiality agreement (such as a Non-Disclosure Agreement) by the third party with whom Confidential Information, and Information will be shared;
(C) not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the CompanyEmployer, except as required in the performance of any of the Grantee’s Employee's authorized employment duties to the Company Employer or with the prior consent of an authorized officer acting on behalf of the Grantee’s supervisorEmployer in each instance; and and
(ivD) to immediately return and not retain, in any form, any such Confidential Information upon the Separation Date. Nothing herein shall be construed to prevent disclosure all copies of Confidential Information as may be required by applicable law or regulationInformation, or pursuant and any other property of Employer, to the valid subpoena or order Employer upon termination of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or subpoena/order. employment.
(ii) The Grantee shall promptly provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so. The Grantee Employee understands and acknowledges that the GranteeEmployee’s obligations under the Covenants this Agreement with regard to any particular Confidential Information shall commence immediately upon his acceptance of the Grantee’s first having access to such Confidential Information RSU Agreement and shall continue during and after the Granteetermination of Employee’s employment by the Company Employer, until such time as such Confidential Information has become public knowledge other than as a result of the Grantee’s Employee's breach of the Covenants this Agreement or breach by those acting in concert with the Grantee Employee or on the Grantee’s Employee's behalf.
Appears in 5 contracts
Sources: Restricted Stock Unit Grant Agreement (United States Steel Corp), Restricted Stock Unit Grant Agreement (United States Steel Corp), Restricted Stock Unit Grant Agreement (United States Steel Corp)
Disclosure and Use Restrictions. The Grantee agrees and covenants: (i) I understand that my obligation to treat maintain the confidentiality of all Confidential Information as strictly confidential; (ii) continues at all times during and after my employment. Confidential Information does not become any less confidential or proprietary to the Company because I may commit some of the Confidential Information to memory or because I may otherwise maintain the Confidential Information outside of the Company’s offices. I acknowledge that such Confidential Information, including but not limited to Trade Secrets, is utilized by the Company throughout the entire United States and in other locations in which it conducts business. I agree that any Confidential Information of the Company is to be used by me solely and exclusively for the purpose of conducting business on behalf of the Company. I am expected to keep such Confidential Information confidential and not to directly or indirectly divulge, use, disclose, publishor make available this information except for such purpose. Accordingly, communicateI have not, and will not, divulge, use, disclose, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or in part, to any entity or person whatsoever anyone (including other executives and employees of the Company employees) not having a need to know such information); (iii) not and authority to access or know and use any the Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from Information in connection with the premises or control business of the Company. Notwithstanding the above, except as required I understand that nothing in the performance of the Grantee’s authorized employment duties to the Company this Agreement (or with the prior consent of the Grantee’s supervisor; and (iv) to immediately return and not retain, in any formother agreement with, any such Confidential Information upon or policy or plan of, the Separation Date. Nothing herein Company) shall be construed to restrict or prevent disclosure of me from: (i) disclosing Confidential Information as may be to the extent required by applicable law or law, regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction jurisdiction; or (ii) communicating with, making a report to or filing a charge or complaint with any administrative, regulatory or self-regulatory federal, state or local agency or from participating in an authorized government on-going investigation with such agency, provided that the disclosure does not exceed the extent of disclosure required by such lawincluding providing documents, regulationinformation, or subpoena/testimony, without providing notice to the Company; or (iii) discussing the terms and conditions of my employment with coworkers or union representatives in exercise of my rights under section 7 of the National Labor Relations Act if such rights apply given my role(s) with the Company. If I am required to disclose information pursuant to a valid court order. The Grantee shall , I agree to promptly provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so. The Grantee understands and acknowledges that the Grantee’s obligations under the Covenants with regard to any particular Confidential Information shall commence immediately upon the Grantee’s first having access to such Confidential Information and shall continue during and after the Grantee’s employment by an authorized officer of the Company until within 48 hours of receiving such time as such Confidential Information has become public knowledge other than as a result of the Grantee’s breach of the Covenants or breach by those acting in concert with the Grantee or on the Grantee’s behalforder.
Appears in 3 contracts
Sources: Restricted Share Rights Award Agreement (Wells Fargo & Company/Mn), Non Qualified Stock Option Award Agreement (Wells Fargo & Company/Mn), Performance Share Award Agreement (Wells Fargo & Company/Mn)
Disclosure and Use Restrictions. The Grantee agrees and covenants(i) Employee agrees: (iA) to treat all Confidential Information as strictly confidentialconfidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; (iiB) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer and, in any event, not to anyone outside of the direct employ of the Employer except as required in the performance of any of the Employee's authorized employment duties to the Employer and only after execution of a confidentiality agreement (such information)as a Non-Disclosure Agreement) by the third party with whom Confidential Information will be shared; (iiiC) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the CompanyEmployer, except as required in the performance of any of the Grantee’s Employee's authorized employment duties to the Company Employer or with the prior consent of an authorized officer acting on behalf of the Grantee’s supervisorEmployer in each instance; and (ivD) to immediately return and not retain, in any form, any such Confidential Information upon the Separation Date. Nothing herein shall be construed to prevent disclosure all copies of Confidential Information as may be required by applicable law or regulationInformation, or pursuant and any other property of Employer, to the valid subpoena or order Employer upon termination of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or subpoena/order. employment.
(ii) The Grantee shall promptly provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so. The Grantee Employee understands and acknowledges that the GranteeEmployee’s obligations under the Covenants this Agreement with regard to any particular Confidential Information shall commence immediately upon his acceptance of the Grantee’s first having access to such Confidential Information Grant Agreement and shall continue during and after the Granteetermination of Employee’s employment by the Company Employer, until such time as such Confidential Information has become public knowledge other than as a result of the Grantee’s Employee's breach of the Covenants this Agreement or breach by those acting in concert with the Grantee Employee or on the Grantee’s Employee's behalf.
Appears in 3 contracts
Sources: Performance Share Award Grant Agreement (United States Steel Corp), Performance Share Award Grant Agreement (United States Steel Corp), Performance Share Award Grant Agreement (United States Steel Corp)
Disclosure and Use Restrictions. The Grantee Employee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company Employer) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer and, in any event, not to anyone outside of the direct employ of the Employer except as required in the performance of the Employee's authorized employment duties to the Employer or with the prior consent of [POSITION NAME] acting on behalf of the Employer in each instance (and then, such informationdisclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the CompanyEmployer [Group], except as required in the performance of the Grantee’s Employee's authorized employment duties to the Company Employer or with the prior consent of [POSITION NAME] acting on behalf of the Grantee’s supervisor; Employer in each instance (and (iv) then, such disclosure shall be made only within the limits and to immediately return and not retain, in any form, any the extent of such Confidential Information upon the Separation Dateduties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or subpoena/order. The Grantee Employee shall promptly provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so[POSITION NAME]. The Grantee Employee understands and acknowledges that the Grantee’s Employee's obligations under the Covenants this Agreement with regard to any particular Confidential Information shall commence immediately upon the Grantee’s Employee first having access to such Confidential Information (whether before or after beginning employment with the Employer [Group]) and shall continue during and after the Grantee’s Employee's employment by the Company Employer until such time as such Confidential Information has become public knowledge other than as a result of the Grantee’s Employee's breach of the Covenants this Agreement or breach by those acting in concert with the Grantee Employee or on the Grantee’s Employee's behalf.]
Appears in 3 contracts
Sources: Non Competition Agreement, Employee Non Compete Agreement, Employee Non Compete Agreement
Disclosure and Use Restrictions. The Grantee Employee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company Employer Group) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer Group and, in any event, not to anyone outside of the direct employ of the Employer Group except as required in the performance of any of the Employee's remaining authorized employment duties to the Employer and only after execution of a confidentiality agreement by the third party with whom Confidential Information will be shared or with the prior consent of an authorized officer acting on behalf of the Employer Group in each instance (and then, such informationdisclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the CompanyEmployer Group, except as required in the performance of any of the Grantee’s Employee's remaining authorized employment duties to the Company Employer or with the prior consent of an authorized officer acting on behalf of the Grantee’s supervisor; Employer Group in each instance (and (iv) then, such disclosure shall be made only within the limits and to immediately return and not retain, in any form, any the extent of such Confidential Information upon the Separation Dateduties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, regulation or subpoena/order. The Grantee Employee shall promptly provide written notice of any such order to an authorized officer of the Company’s Chief Legal Officer, if permitted by law to do soEmployer Group. The Grantee Employee understands and acknowledges that the Grantee’s his obligations under the Covenants this Agreement with regard to any particular Confidential Information shall commence immediately upon the Grantee’s first having access to such Confidential Information and shall continue during and after the Grantee’s his employment by the Company Employer until such time as such Confidential Information has become public knowledge other than as a result of the Grantee’s Employee's breach of the Covenants this Agreement or breach by those acting in concert with the Grantee Employee or on the Grantee’s Employee's behalf.
Appears in 2 contracts
Sources: Separation and Release of Claims Agreement (Eurosite Power Inc.), Separation and Release of Claims Agreement (American Dg Energy Inc)
Disclosure and Use Restrictions. The Grantee agrees and covenants: i. Employee agrees:
(iA) to treat all Confidential Information as strictly confidential; confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities;
(iiB) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company not having a need to know such information); (iii) and authority to know and use the Confidential Information in connection with the business of the Employer and, in any event, not to access or use anyone outside of the direct employ of the Employer except as required in the performance of any of the Employee's authorized employment duties to the Employer and only after execution of a confidentiality agreement (such as a Non-Disclosure Agreement) by the third party with whom Confidential Information, and Information will be shared;
(C) not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the CompanyEmployer, except as required in the performance of any of the Grantee’s Employee's authorized employment duties to the Company Employer or with the prior consent of an authorized officer acting on behalf of the Grantee’s supervisorEmployer in each instance; and and
(ivD) to immediately return and not retain, in any form, any such Confidential Information upon the Separation Date. Nothing herein shall be construed to prevent disclosure all copies of Confidential Information as may be required by applicable law or regulationInformation, or pursuant and any other property of Employer, to the valid subpoena or order Employer upon termination of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or subpoena/orderemployment.
ii. The Grantee shall promptly provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so. The Grantee Employee understands and acknowledges that the GranteeEmployee’s obligations under the Covenants this Agreement with regard to any particular Confidential Information shall commence immediately upon his acceptance of the Grantee’s first having access to such Confidential Information Grant Agreement and shall continue during and after the Granteetermination of Employee’s employment by the Company Employer, until such time as such Confidential Information has become public knowledge other than as a result of the Grantee’s Employee's breach of the Covenants this Agreement or breach by those acting in concert with the Grantee Employee or on the Grantee’s Employee's behalf.
Appears in 2 contracts
Sources: Performance Cash Award Grant Agreement (United States Steel Corp), Performance Share Award Grant Agreement (United States Steel Corp)
Disclosure and Use Restrictions. The Grantee Employee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company Employer Group) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer Group and, in any event, not to anyone outside of the direct employ of the Employer Group except as required in the performance of the Employee's authorized employment duties to the Employer and only after execution of a confidentiality agreement by the third party with whom Confidential Information will be shared and with the prior consent of an authorized officer acting on behalf of the Employer Group in each instance (and then, such informationdisclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the CompanyEmployer Group, except as required in the performance of the Grantee’s Employee's authorized employment duties to the Company Employer or with the prior consent of an authorized officer acting on behalf of the Grantee’s supervisor; Employer Group in each instance (and (iv) then, such disclosure shall be made only within the limits and to immediately return and not retain, in any form, any the extent of such Confidential Information upon the Separation Dateduties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, regulation or subpoena/order. The Grantee Employee shall promptly provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so. The Grantee understands and acknowledges that the Grantee’s obligations under the Covenants with regard to any particular Confidential Information shall commence immediately upon the Grantee’s first having access to such Confidential Information and shall continue during and after the Grantee’s employment by the Company until such time as such Confidential Information has become public knowledge other than as a result an authorized officer of the Grantee’s breach Employer Group. In addition, this Section does not, in any way, restrict or impede the Employee from discussing the terms and conditions of his/her employment with co-workers or union representatives, exercising his/her rights under Section 7 of the Covenants National Labor Relations Act, exercising protected rights to the extent that such rights cannot be waived by agreement, or breach disclosing information as required by those acting in concert with the Grantee or on the Grantee’s behalflaw.
Appears in 2 contracts
Sources: Employment Agreement (TRANS LUX Corp), Employment Agreement (Trans Lux Corp)
Disclosure and Use Restrictions. The Grantee Employee ratifies all prior agreements concerning this subject matter and re-states here that Employee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company Team not having a need to know and authority to know and use the Confidential Information in connection with the business of Team and, in any event, not to anyone outside of the direct employ of Team) except as required in the performance of any of Employee’s remaining authorized employment duties to Team, if any, and only with the prior consent of an authorized officer acting on behalf of Team in each instance (and then, such informationdisclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the CompanyTeam, except as required in the performance of the Granteeany of Employee’s remaining authorized employment duties to the Company Team or with the prior consent of an authorized officer acting on behalf of Team in each instance (and then, such disclosure shall be made only within the Grantee’s supervisor; limits and (iv) to immediately return and not retainthe extent of such duties or consent). This Agreement does not, in any formway, restrict or impede Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any such Confidential Information upon the Separation Date. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, regulation or pursuant to the a valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure such compliance does not exceed the extent of disclosure that required by such the law, regulation, regulation or subpoena/order. The Grantee Employee shall promptly provide written notice of any such order or non-waivable legal right to the Company’s Chief Legal Officersenior legal officer of Team. Further, if permitted by law to do so. The Grantee understands and acknowledges that this Agreement does not prevent Employee from exercising the Grantee’s obligations under the Covenants with regard Protected Rights addressed above, including making a good faith report or related disclosures to any particular Confidential Information shall commence immediately upon the Grantee’s first having access governmental agency or entity regarding potential violations of applicable federal, state or local law or to such Confidential Information and shall continue during and after the Grantee’s employment by take other actions protected as whistleblower activity under applicable law. Employee is not required to notify the Company until such time as such Confidential Information has become public knowledge other than as a result of the Grantee’s breach of the Covenants any actions or breach by those acting in concert with the Grantee or on the Grantee’s behalfdisclosures pursuant to these Protected Rights.
Appears in 2 contracts
Sources: Transition, Severance, and Release Agreement (Team Inc), Severance Agreement (Team Inc)
Disclosure and Use Restrictions. The Grantee Employee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company Team not having a need to know and authority to know and use the Confidential Information in connection with the business of Team and, in any event, not to anyone outside of the direct employ of Team except as required in the performance of any of the Employee’s remaining authorized employment duties to Team, if any, and only with the prior consent of an authorized officer acting on behalf of Team in each instance (and then, such informationdisclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the CompanyTeam, except as required in the performance of any of the GranteeEmployee’s remaining authorized employment duties to the Company Team or with the prior consent of an authorized officer acting on behalf of Team in each instance (and then, such disclosure shall be made only within the Grantee’s supervisor; limits and (iv) to immediately return and not retainthe extent of such duties or consent). This Agreement does not, in any formway, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any such Confidential Information upon the Separation Date. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, regulation or pursuant to the a valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure such compliance does not exceed the extent of disclosure that required by such the law, regulation, or subpoena/order. The Grantee Employee shall promptly provide written notice of any such order or non-waivable legal right to the Company’s Chief Legal OfficerGeneral Counsel of Team. Further, if permitted by law to do so. The Grantee understands and acknowledges that this Agreement does not prevent Employee from the Grantee’s obligations under the Covenants with regard Protected Rights addressed above, including making a good faith report or related disclosures to any particular Confidential Information shall commence immediately upon the Grantee’s first having access governmental agency or entity regarding potential violations of applicable federal, state, or local law or to such Confidential Information and shall continue during and after the Grantee’s employment by take other actions protected as whistleblower activity under applicable law. Employee is not required to notify the Company until such time as such Confidential Information has become public knowledge other than as a result of the Grantee’s breach of the Covenants these reports or breach by those acting in concert with the Grantee or on the Grantee’s behalfdisclosures.
Appears in 2 contracts
Sources: Severance Agreement, Severance Agreement (Team Inc)
Disclosure and Use Restrictions. The Grantee agrees and covenants: (i) The Restricted Party covenants:
(A) to treat all Confidential Information as strictly confidential; ;
(iiB) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other executives and employees or members of the Company NJDA) not having a need to know and authority to know and to use the Confidential Information in connection with the operation of NJDA and, in any event, not to anyone outside of the direct employ of NJDA, except as required in the performance of any of the Restricted Party’s authorized employment duties to NJDA and only after execution of a confidentiality agreement by the third party with whom Confidential Information will be shared or with the prior consent of an authorized representative acting on behalf of NJDA in each instance (and then, such informationdisclosure shall be made only within the limits and to the extent of such duties or consent); and
(iiiC) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the CompanyNJDA, except as required in the performance of any of the GranteeRestricted Party’s authorized employment duties to the Company NJDA or with the prior consent of the Grantee’s supervisor; an authorized representative acting on behalf of NJDA in each instance (and (iv) to immediately return and not retainthen, in any form, any such Confidential Information upon the Separation Date. Nothing herein disclosure shall be construed made only within the limits and to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, duties or subpoena/orderconsent). The Grantee shall promptly provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so. The Grantee Restricted Party understands and acknowledges that the GranteeRestricted Party’s obligations under the Covenants with regard to this Agreement regarding any particular Confidential Information shall commence begin immediately upon the Grantee’s first having access to such Confidential Information and shall continue during and after the GranteeRestricted Party’s employment by NJDA until the Company until such time as such Confidential Information has become public knowledge other than as a result of the GranteeRestricted Party’s breach of the Covenants this Agreement or a breach by those acting in concert with the Grantee Restricted Party or on the GranteeRestricted Party’s behalf.
Appears in 2 contracts
Sources: Confidentiality Agreement, Confidentiality Agreement
Disclosure and Use Restrictions. The Grantee agrees and covenantsExecutive shall: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company Company) not having a need to know such informationand authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of the Company acting on behalf of the Company in each instance (and then, the disclosure shall be made only within the limits and to the extent of his duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such these documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the GranteeExecutive’s authorized employment duties to the Company or with the prior consent of the Grantee’s supervisor; Company acting on behalf of the Company in each instance (and (iv) then, disclosure shall be made only within the limits and to immediately return and not retain, in any form, any such Confidential Information upon the Separation Dateextent of his duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or subpoena/order. The Grantee Executive shall promptly provide written notice of any such order to the Company’s Chief Legal Officer. Notwithstanding the foregoing, in accordance with the Defend Trade Secrets Act of 2016, the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made (i) 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 (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if permitted such filing is made under seal. In addition, nothing in this Agreement shall limit the Executive’s ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by law any government agency, including providing documents or other information, without notice to do sothe Company. The Grantee understands and acknowledges that the GranteeExecutive’s obligations under the Covenants this Agreement with regard to any particular Confidential Information shall commence immediately upon the Grantee’s Executive first having access to such the Confidential Information (whether before or after his begins employment by the Company) and shall continue during and after the Grantee’s his employment by the Company until such time as such the Confidential Information has become public knowledge other than as a result of the GranteeExecutive’s breach of the Covenants this Agreement or breach by those acting in concert with the Grantee Executive or on the GranteeExecutive’s behalf.
Appears in 2 contracts
Sources: Employment Agreement (P10, Inc.), Employment Agreement (P10, Inc.)
Disclosure and Use Restrictions. The Grantee Employee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company Employer Group not having a need to know such information)and authority to know and use the Confidential Information in connection with the business of the Employer Group and, in any event, not to anyone outside of the direct employ of the Employer Group except as required in the performance of the Employee’s authorized employment duties to the Employer; and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the CompanyEmployer Group, except as required in the performance of the GranteeEmployee’s authorized employment duties to the Company Employer or with the prior consent of an authorized officer acting on behalf of the Grantee’s supervisor; Employer Group in each instance (and (iv) then, such disclosure shall be made only within the limits and to immediately return and not retain, in any form, any the extent of such Confidential Information upon the Separation Dateduties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, regulation or subpoena/order. The Grantee Employee shall promptly provide written notice of any such order to an authorized officer of the CompanyEmployer Group within three (3) days of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the Employer to contest the order or seek confidentiality protections, as determined in the Employer’s Chief Legal Officersole discretion. In addition, if this Section does not, in any way, restrict or impede the Employee from exercising his rights under Section 7 of the National Labor Relations Act to the extent that such rights cannot be waived by agreement or disclosing information as permitted by law law. Nothing herein shall prevent Employee from providing truthful testimony under oath or to do so. The Grantee understands and acknowledges that the Grantee’s obligations under the Covenants with regard to any particular Confidential Information shall commence immediately upon the Grantee’s first having access to such Confidential Information and shall continue during and after the Grantee’s employment by the Company until such time as such Confidential Information has become public knowledge other than as a result of the Grantee’s breach of the Covenants or breach by those acting in concert with the Grantee or on the Grantee’s behalfgovernment agency.
Appears in 1 contract
Disclosure and Use Restrictions. The Grantee agrees and covenants: (i) Employee agrees:
(A) to treat all Confidential Information as strictly confidential; confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities;
(iiB) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company not having a need to know such information); (iii) and authority to know and use the Confidential Information in connection with the business of the Employer and, in any event, not to access or use anyone outside of the direct employ of the Employer except as required in the performance of any of the Employee's authorized employment duties to the Employer and only after execution of a confidentiality agreement (such as a Non-Disclosure Agreement) by the third party with whom Confidential Information, and Information will be shared;
(C) not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the CompanyEmployer, except as required in the performance of any of the Grantee’s Employee's authorized employment duties to the Company Employer or with the prior consent of an authorized officer acting on behalf of the Grantee’s supervisorEmployer in each instance; and and
(iv) A. to immediately return and not retain, in any form, any such Confidential Information upon the Separation Date. Nothing herein shall be construed to prevent disclosure all copies of Confidential Information as may be required by applicable law or regulationInformation, or pursuant and any other property of Employer, to the valid subpoena or order Employer upon termination of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or subpoena/order. employment.
(ii) The Grantee shall promptly provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so. The Grantee Employee understands and acknowledges that the GranteeEmployee’s obligations under the Covenants this Agreement with regard to any particular Confidential Information shall commence immediately upon his acceptance of the Grantee’s first having access to such Confidential Information Grant Agreement and shall continue during and after the Granteetermination of Employee’s employment by the Company Employer, until such time as such Confidential Information has become public knowledge other than as a result of the Grantee’s Employee's breach of the Covenants this Agreement or breach by those acting in concert with the Grantee Employee or on the Grantee’s Employee's behalf.
Appears in 1 contract
Sources: Performance Cash Award Grant Agreement (United States Steel Corp)
Disclosure and Use Restrictions. The Grantee Employee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any [entity or person whatsoever (including other executives and employees of the Company Employer [Group])/third party] not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer [Group] and, in any event, not to anyone outside of the direct employ of the Employer [Group] except as required in the performance of the Employee's authorized employment duties to the Employer [and only after execution of a confidentiality agreement by the third party with whom Confidential Information will be shared] [or with the prior consent of an authorized officer acting on behalf of the Employer [Group] in each instance] (and then, such informationdisclosure shall be made only within the limits and to the extent of such duties or consent)]; (iii) and not to access or use any Confidential Information, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the CompanyEmployer [Group], except as required in the performance of the Grantee’s Employee's authorized employment duties to the Company Employer or with the prior consent of an authorized officer acting on behalf of the Grantee’s supervisor; Employer [Group] in each instance (and (iv) then, such disclosure shall be made only within the limits and to immediately return and not retain, in any form, any the extent of such Confidential Information upon the Separation Dateduties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required required[ or permitted] by applicable law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, regulation or subpoena/order. The Grantee Employee shall promptly provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so. The Grantee understands and acknowledges that the Grantee’s obligations under the Covenants with regard to any particular Confidential Information shall commence immediately upon the Grantee’s first having access to such Confidential Information and shall continue during and after the Grantee’s employment by the Company until such time as such Confidential Information has become public knowledge other than as a result an authorized officer of the Grantee’s breach Employer [Group] within [NUMBER] [hours/days] of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the Covenants Employer to contest the order or breach by those acting seek confidentiality protections, as determined in concert with the Grantee or on the Grantee’s behalfEmployer's sole discretion.
Appears in 1 contract
Sources: Confidentiality Agreement
Disclosure and Use Restrictions. The Grantee agrees Ja▇▇▇▇▇▇ ▇grees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other executives and employees consultants of the Company Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of Ja▇▇▇▇▇▇'▇ ▇uthorized Engagement duties with the Company or with the prior consent of Board in each instance (and then, such informationdisclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, Information and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the Company, except as required in the performance of the Grantee’s authorized employment Ja▇▇▇▇▇▇'▇ ▇uthorized Engagement duties to with the Company or with the prior consent of Board (and then, such disclosure shall be made only within the Grantee’s supervisor; limits and (iv) to immediately return and not retain, in any form, any the extent of such Confidential Information upon the Separation Dateduties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, regulation or subpoena/order. The Grantee shall Ja▇▇▇▇▇▇ ▇hall promptly provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do soBoard. The Grantee understands Ja▇▇▇▇▇▇ ▇nderstands and acknowledges that the Grantee’s obligations Ja▇▇▇▇▇▇’▇ ▇bligations under the Covenants this Agreement with regard to any particular Confidential Information shall commence immediately upon the Grantee’s first Ja▇▇▇▇▇▇ ▇irst having access to such Confidential Information (whether before or after Ja▇▇▇▇▇▇ ▇egins the Engagement with the Company) and shall continue during and after the Grantee’s employment Ja▇▇▇▇▇▇’▇ ▇ngagement by the Company until such time as such Confidential Information has become public knowledge other than as a result of the Grantee’s breach Ja▇▇▇▇▇▇'▇ ▇reach of the Covenants this Agreement or breach by those acting in concert with the Grantee or Ja▇▇▇▇▇▇ ▇r on the Grantee’s behalfJa▇▇▇▇▇▇'▇ ▇ehalf.
Appears in 1 contract
Sources: Employment Agreement (Amazing Energy Oil & Gas, Co.)
Disclosure and Use Restrictions. The Grantee agrees and covenants: i. Employee agrees:
(iA) to treat all Confidential Information as strictly confidentialconfidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities; (iiB) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer and, in any event, not to anyone outside of the direct employ of the Employer except as required in the performance of any of the Employee's authorized employment duties to the Employer and only after execution of a confidentiality agreement (such information)as a Non-Disclosure Agreement) by the third party with whom Confidential Information will be shared; (iiiC) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the CompanyEmployer, except as required in the performance of any of the Grantee’s Employee's authorized employment duties to the Company Employer or with the prior consent of an authorized officer acting on behalf of the Grantee’s supervisorEmployer in each instance; and (ivD) to immediately return and not retain, in any form, any such Confidential Information upon the Separation Date. Nothing herein shall be construed to prevent disclosure all copies of Confidential Information as may be required by applicable law or regulationInformation, or pursuant and any other property of Employer, to the valid subpoena or order Employer upon termination of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or subpoena/orderemployment.
ii. The Grantee shall promptly provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so. The Grantee Employee understands and acknowledges that the GranteeEmployee’s obligations under the Covenants this Agreement with regard to any particular Confidential Information shall commence immediately upon his acceptance of the Grantee’s first having access to such Confidential Information Grant Agreement and shall continue during and after the Granteetermination of Employee’s employment by the Company Employer, until such time as such Confidential Information has become public knowledge other than as a result of the Grantee’s Employee's breach of the Covenants this Agreement or breach by those acting in concert with the Grantee Employee or on the Grantee’s Employee's behalf.
Appears in 1 contract
Disclosure and Use Restrictions. The Grantee Employee and Employee Applicant agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other executives Employee and employees Employee Applicants of the Company Employer)/third party] not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer [and, in any event, not to anyone outside of the direct employ of the Employer except as required in the performance of the Employee and Employee Applicant's authorized employment duties to the Employer [and only after execution of a confidentiality agreement by the third party with whom Confidential Information will be shared] [or with the prior consent of an authorized officer acting on behalf of the Employer in each instance] (and then, such informationdisclosure shall be made only within the limits and to the extent of such duties or consent)]; and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the CompanyEmployer, except as required in the performance of the Grantee’s Employee and Employee Applicant's authorized employment duties to the Company Employer or with the prior consent of an authorized officer acting on behalf of the Grantee’s supervisor; Employer in each instance (and (iv) then, such disclosure shall be made only within the limits and to immediately return and not retain, in any form, any the extent of such Confidential Information upon the Separation Dateduties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required [or permitted] by applicable law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, regulation or subpoena/order. The Grantee Employee and Employee Applicant shall promptly provide written notice of any such order to an authorized officer of the Company’s Chief Legal OfficerEmployer within 24 hours of receiving such order, if but in any event sufficiently in advance of making any disclosure to permit the Employer to contest the order or seek confidentiality protections, as determined in the Employer's sole discretion. In addition, this Section does not, in any way, restrict or impede the Employee and Employee Applicant from [discussing the terms and conditions of [his/her] employment with co- workers or union representatives/exercising [his/her] rights under Section 7 of the National Labor Relations Act/exercising protected rights to the extent that such rights cannot be waived by agreement][, or otherwise] disclosing information as permitted by law to do so. The Grantee understands and acknowledges that the Grantee’s obligations under the Covenants with regard to any particular Confidential Information shall commence immediately upon the Grantee’s first having access to such Confidential Information and shall continue during and after the Grantee’s employment by the Company until such time as such Confidential Information has become public knowledge other than as a result of the Grantee’s breach of the Covenants or breach by those acting in concert with the Grantee or on the Grantee’s behalflaw.
Appears in 1 contract
Sources: Confidentiality Agreement
Disclosure and Use Restrictions. The Grantee Employee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company Employer Group) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer Group and, in any event, not to anyone outside of the direct employ of the Employer Group except as required in the performance of any of the Employee's remaining authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer Group in each instance (and then, such informationdisclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the CompanyEmployer Group, except as required in the performance of any of the Grantee’s Employee's remaining authorized employment duties to the Company Employer or with the prior consent of an authorized officer acting on behalf of the Grantee’s supervisor; Employer Group in each instance (and (iv) then, such disclosure shall be made only within the limits and to immediately return and not retain, in any form, any the extent of such Confidential Information upon the Separation Dateduties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order, subpoena or order other process of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulationregulation or order, subpoena or subpoena/orderother process. The Grantee Employee shall promptly provide written notice of any such order order, subpoena or other process to an authorized officer of the Company’s Chief Legal OfficerEmployer Group and shall cooperate with the Employer Group in reasonably resisting any such order, if permitted by law to do sosubpoena or other process. The Grantee Employee understands and acknowledges that the Grantee’s his obligations under the Covenants this Agreement with regard to any particular Confidential Information shall commence immediately upon the Grantee’s first having access to such Confidential Information and shall continue during and after the Grantee’s his employment by the Company Employer until such time as such Confidential Information has become public knowledge other than as a result of the Grantee’s Employee's breach of the Covenants this Agreement or breach by those acting in concert with the Grantee Employee or on the Grantee’s Employee's behalf.
Appears in 1 contract
Sources: Separation and Release of Claims Agreement (Magellan Midstream Partners Lp)
Disclosure and Use Restrictions. The Grantee Employee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company Employer) not having a need to know and authority to know and to use the Confidential Information in connection with the business of the Employer and, in any event, not to anyone outside of the direct employ of the Employer except as required in the performance of any of the Employee’s authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer in each instance (and then, such informationdisclosure shall be made only within the limits and to the extent of such duties or consent); (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the CompanyEmployer, except as required in the performance of any of the GranteeEmployee’s authorized employment duties to the Company Employer or with the prior consent of an authorized officer acting on behalf of the Grantee’s supervisor; Employer in each instance (and (iv) to immediately return and not retainthen, in any form, any such Confidential Information upon the Separation Date. Nothing herein disclosure shall be construed made only within the limits and to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, duties or subpoena/orderconsent). The Grantee shall promptly provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so. The Grantee Employee understands and acknowledges that the GranteeEmployee’s obligations under the Covenants with regard to this Agreement regarding any particular Confidential Information shall commence begin immediately upon the Grantee’s first having access to such Confidential Information and shall continue during and after the GranteeEmployee’s employment by the Company Employer until such time as such the Confidential Information has become public knowledge other than as a result of the GranteeEmployee’s breach of the Covenants this Agreement or a breach by those acting in concert with the Grantee Employee or on the GranteeEmployee’s behalf.
Appears in 1 contract
Sources: Confidentiality Agreement
Disclosure and Use Restrictions. The Grantee Employee ratifies all prior agreements concerning this subject matter and re-states here that Employee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company Team not having a need to know and authority to know and use the Confidential Information in connection with the business of Team and, in any event, not to anyone outside of the direct employ of Team) except as required in the performance of any of Employee’s remaining authorized employment duties to Team, if any, and only with the prior consent of an authorized officer acting on behalf of Team in each instance (and then, such informationdisclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the CompanyTeam, except as required in the performance of the Granteeany of Employee’s remaining authorized employment duties to the Company Team or with the prior consent of an authorized officer acting on behalf of Team in each instance (and then, such disclosure shall be made only within the Grantee’s supervisor; limits and (iv) to immediately return and not retainthe extent of such duties or consent). This Agreement does not, in any formway, restrict or impede Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any such Confidential Information upon the Separation Date. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, regulation or pursuant to the a valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure such compliance does 6 not exceed the extent of disclosure that required by such the law, regulation, regulation or subpoena/order. The Grantee Employee shall promptly provide written notice of any such order or non-waivable legal right to the Company’s Chief Legal Officersenior legal officer of Team. Further, if permitted by law to do so. The Grantee understands and acknowledges that this Agreement does not prevent Employee from exercising the Grantee’s obligations under the Covenants with regard Protected Rights addressed above, including making a good faith report or related disclosures to any particular Confidential Information shall commence immediately upon the Grantee’s first having access governmental agency or entity regarding potential violations of applicable federal, state or local law or to such Confidential Information and shall continue during and after the Grantee’s employment by take other actions protected as whistleblower activity under applicable law. Employee is not required to notify the Company until such time as such Confidential Information has become public knowledge other than as a result of the Grantee’s breach of the Covenants any actions or breach by those acting in concert with the Grantee or on the Grantee’s behalfdisclosures pursuant to these Protected Rights.
Appears in 1 contract
Sources: Severance Agreement
Disclosure and Use Restrictions. The Grantee Employee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company Employer Group) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer Group and, in any event, not to anyone outside of the direct employ of the Employer Group except as required in the performance of Employee’s authorized employment duties to the Employer Group or with the prior consent of the Employer’s Chief Executive Officer (the “CEO”) acting on behalf of the Employer Group in each instance (and then, such informationdisclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the CompanyEmployer Group, except as required in the performance of the GranteeEmployee’s authorized employment duties to the Company Employer Group or with the prior consent of the Grantee’s supervisor; CEO acting on behalf of the Employer Group in each instance (and (iv) to immediately return and not retainthen, in any form, any such Confidential Information upon the Separation Date. Nothing herein disclosure shall be construed made only within the limits and to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, duties or subpoena/orderconsent). The Grantee shall promptly provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so. The Grantee Employee understands and acknowledges that the GranteeEmployee’s obligations under the Covenants with regard to this Agreement regarding any particular Confidential Information shall commence begins immediately upon the Grantee’s when Employee first having has access to such the Confidential Information (whether before or after Employee begins employment with the Employer Group) and shall continue during and after the GranteeEmployee’s employment by the Company Employer Group until such the time as such that the Confidential Information has become public knowledge other than as a result of the GranteeEmployee’s breach of the Covenants this Agreement or breach by those acting in concert with the Grantee Employee or on the GranteeEmployee’s behalf.
Appears in 1 contract
Sources: Executive Employment Agreement (Gryphon Digital Mining, Inc.)
Disclosure and Use Restrictions. The Grantee Employee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company Employer) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer and, in any event, not to anyone outside of the direct employ of the Employer except as required in the performance of any of the Employee's remaining authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer in each instance (and then, such informationdisclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Informationlnfo1mation, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the CompanyEmployer, except as required in the performance of any of the Grantee’s Employee's remaining authorized employment duties to the Company Employer or with the prior consent of an authorized officer acting on behalf of the Grantee’s supervisor; Employer in each instance (and (iv) then, such disclosure shall be made only within the limits and to immediately return and not retain, in any form, any the extent of such Confidential Information upon the Separation Dateduties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or subpoena/order. The Grantee Employee shall promptly provide written notice of any such order to an authorized officer of the Company’s Chief Legal Officer, if permitted by law to do soEmployer. The Grantee Employee understands and acknowledges that the Grantee’s his obligations under the Covenants this Agreement with regard to any particular Confidential Information shall commence immediately upon the Grantee’s first having access to such Confidential Information and shall continue during and after the Grantee’s his employment by the Company Employer until such time as such Confidential Information has become public knowledge other than as a result of the Grantee’s Employee's breach of the Covenants this Agreement or breach by those acting in concert with the Grantee Employee or on the Grantee’s Employee's behalf.
Appears in 1 contract
Sources: Separation and Release of Claims Agreement (Western Alliance Bancorporation)
Disclosure and Use Restrictions. The Grantee Employee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and its Affiliates and, in any event, not to anyone outside of the direct employ of the Company or its Affiliates except as required in the performance of the Employee's authorized employment duties to the Company or with the prior consent of the President acting on behalf of the Company in each instance (and then, such informationdisclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the CompanyCompany or its Affiliates, except as required in the performance of the Grantee’s Employee's authorized employment duties to the Company or with the prior consent of the Grantee’s supervisor; President acting on behalf of the Company in each instance (and (iv) then, such disclosure shall be made only within the limits and to immediately return and not retain, in any form, any the extent of such Confidential Information upon the Separation Dateduties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency; provided, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, regulation or subpoena/order. The Grantee Employee shall promptly provide written notice of any such order to the President of the Company’s Chief Legal Officer, if permitted by law to do so. The Grantee Employee understands and acknowledges that the Grantee’s his obligations under the Covenants this Agreement with regard to any particular Confidential Information shall commence immediately upon the Grantee’s Employee first having access to such Confidential Information and shall continue during and after the Grantee’s his employment by the Company until such time as such Confidential Information has become public knowledge other than as a result of the Grantee’s Employee's breach of the Covenants this Agreement or breach by those acting in concert with the Grantee Employee or on the Grantee’s Employee's behalf.
Appears in 1 contract
Disclosure and Use Restrictions. The Grantee Director agrees and covenants: :
(i) to treat all Confidential Information as strictly confidential; ;
(ii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other executives and employees Directors of the Company Employer Group) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer Group and, in any event, not to anyone outside of the direct employ of the Employer Group except as required in the performance of the Director’s authorized employment duties to the Employer Group or with the prior consent of the Chief Executive Officer acting on behalf of the Employer Group in each instance (and then, such informationdisclosure shall be made only within the limits and to the extent of such duties or consent); and
(iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the CompanyEmployer Group, except as required in the performance of the GranteeDirector’s authorized employment duties to the Company Employer Group or with the prior consent of the Grantee’s supervisor; Chief Executive Officer acting on behalf of the Employer Group in each instance (and (iv) to immediately return and not retainthen, in any form, any such Confidential Information upon the Separation Date. Nothing herein disclosure shall be construed made only within the limits and to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, duties or subpoena/orderconsent). The Grantee shall promptly provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so. The Grantee Director understands and acknowledges that the GranteeDirector’s obligations under the Covenants with regard to this Agreement regarding any particular Confidential Information shall commence begin immediately upon when the Grantee’s Director first having has access to such the Confidential Information (whether before or after beginning employment with the Employer Group) and shall continue during and after the GranteeDirector’s employment by the Company Employer Group until such the time as such that the Confidential Information has become public knowledge other than as a result of the GranteeDirector’s breach of the Covenants this Agreement or breach by those acting in concert with the Grantee Director or on the GranteeDirector’s behalf.
Appears in 1 contract
Sources: Director Non Compete Agreement (Aspire Biopharma Holdings, Inc.)
Disclosure and Use Restrictions. The Grantee Employee agrees and covenants: :
(i) to treat all Confidential Information as strictly confidential; ;
(ii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company Employer [Group]) not having a need to know and authority to know and use the Confidential Information in connection with the business of Employer [Group] and, in any event, not to anyone outside of the direct employ of Employer [Group] except as required in the performance of any of Employee's remaining authorized employment duties to Employer [and only after execution of a confidentiality agreement by the third party with whom Confidential Information will be shared] [or with the prior consent of an authorized officer acting on behalf of Employer [Group] in each instance] (and then, such informationdisclosure shall be made only within the limits and to the extent of such duties or consent); and
(iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the CompanyEmployer [Group], except as required in the performance of the Grantee’s any of Employee's remaining authorized employment duties to the Company Employer [or with the prior consent of the Grantee’s supervisor; an authorized officer acting on behalf of Employer [Group] in each instance] (and (iv) to immediately return and not retainthen, in any form, any such Confidential Information upon the Separation Date. Nothing herein disclosure shall be construed made only within the limits and to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law[, regulation, duties,] or subpoena/order. The Grantee shall promptly provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so. The Grantee understands and acknowledges that the Grantee’s obligations under the Covenants with regard to any particular Confidential Information shall commence immediately upon the Grantee’s first having access to such Confidential Information and shall continue during and after the Grantee’s employment by the Company until such time as such Confidential Information has become public knowledge other than as a result of the Grantee’s breach of the Covenants or breach by those acting in concert with the Grantee or on the Grantee’s behalfconsent]).]
Appears in 1 contract
Sources: Settlement Agreement
Disclosure and Use Restrictions. The Grantee agrees and covenants: (i) The Employee covenants:
(A) to treat all Confidential Information as strictly confidential; ;
(iiB) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company Employer Group) not having a need to know and authority to know and to use the Confidential Information in connection with the business of the Employer Group and, in any event, not to anyone outside of the direct employ of the Employer Group, except with the prior consent of an authorized officer acting on behalf of the Employer Group in each instance (and then, such information)disclosure shall be made only within the limits and to the extent of such consent) and only after execution of a confidentiality agreement by the third party with whom Confidential Information will be shared; and
(iiiC) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the CompanyEmployer Group, except as required in the performance of the Grantee’s authorized employment duties to the Company or with the prior consent of the Grantee’s supervisor; and (iv) to immediately return and not retain, in any form, any such Confidential Information upon the Separation Date. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agencyofficer acting on behalf of the Employer Group in each instance (and then, provided that such access or use shall only be within the disclosure does not exceed limits and to the extent of disclosure required by such law, regulation, or subpoena/orderconsent). The Grantee shall promptly provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so. The Grantee Employee understands and acknowledges that the GranteeEmployee’s obligations under the Covenants with regard to this Agreement regarding any particular Confidential Information shall commence begin immediately upon the Grantee’s first having access to such Confidential Information and shall continue during and after the GranteeEmployee’s employment by the Company Employer until such time as such the Confidential Information has become public knowledge other than as a result of the GranteeEmployee’s breach of the Covenants this Agreement or a breach by those acting in concert with the Grantee Employee or on the GranteeEmployee’s behalf.
Appears in 1 contract
Sources: Employee Confidentiality and Proprietary Rights Agreement (Reed's, Inc.)
Disclosure and Use Restrictions. The Grantee Employee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any [entity or person whatsoever (including other executives and employees of the Company Employer [Group])/third party] not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer [Group][ and, in any event, not to anyone outside of the direct employ of the Employer [Group] except as required in the performance of the Employee's authorized employment duties to the Employer [and only after execution of a confidentiality agreement by the third party with whom Confidential Information will be shared] [or with the prior consent of an authorized officer acting on behalf of the Employer [Group] in each instance] (and then, such informationdisclosure shall be made only within the limits and to the extent of such duties or consent)]; and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the CompanyEmployer [Group], except as required in the performance of the Grantee’s Employee's authorized employment duties to the Company Employer or with the prior consent of an authorized officer acting on behalf of the Grantee’s supervisor; Employer [Group] in each instance (and (iv) then, such disclosure shall be made only within the limits and to immediately return and not retain, in any form, any the extent of such Confidential Information upon the Separation Dateduties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required required[ or permitted] by applicable law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, regulation or subpoena/order. The Grantee Employee shall promptly provide written notice of any such order to an authorized officer of the Company’s Chief Legal OfficerEmployer [Group] within [NUMBER] [hours/days] of receiving such order, if but in any event sufficiently in advance of making any disclosure to permit the Employer to contest the order or seek confidentiality protections, as determined in the Employer's sole discretion. In addition, this Section does not, in any way, restrict or impede the Employee from [discussing the terms and conditions of [his/her] employment with co-workers or union representatives/exercising [his/her] rights under Section 7 of the National Labor Relations Act/exercising protected rights to the extent that such rights cannot be waived by agreement][, or otherwise] disclosing information as permitted by law to do so. The Grantee understands and acknowledges that the Grantee’s obligations under the Covenants with regard to any particular Confidential Information shall commence immediately upon the Grantee’s first having access to such Confidential Information and shall continue during and after the Grantee’s employment by the Company until such time as such Confidential Information has become public knowledge other than as a result of the Grantee’s breach of the Covenants or breach by those acting in concert with the Grantee or on the Grantee’s behalflaw.
Appears in 1 contract
Sources: Confidentiality Agreement
Disclosure and Use Restrictions. The Grantee Employee agrees to keep in strict confidence and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to not, either directly or indirectly discloseindirectly, publishto make known, communicate, or divulge, reveal, furnish, make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company not having a need to know such information); (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from except for use in the premises or control Employee’s regular authorized duties on behalf of the Company, except as required in . Employee acknowledges that all documents and other property including or reflecting Confidential Information furnished to Employee by the performance Company or otherwise acquired or developed by the Company shall at all times be the property of the GranteeCompany. Employee agrees that upon termination of Employee’s authorized employment duties with the Company, for any reason, Employee shall return to the Company any such documents or with the prior consent other property (including copies, summaries or analyses of the Grantee’s supervisor; and (ivforegoing) to immediately return containing Confidential Information which are in her possession, custody or control. The obligations of Employee under this Section are in addition to, and not retainin limitation of or pre-emption of, in any form, any such Confidential Information upon the Separation Date. Nothing herein shall be construed to prevent disclosure all other obligations of Confidential Information as confidentiality which she may be required by applicable law or regulation, or pursuant have to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or subpoena/orderCompany under general legal and equitable principles. The Grantee shall promptly provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so. The Grantee Employee understands and acknowledges that the Grantee’s her obligations under the Covenants this Agreement with regard to any particular Confidential Information shall commence immediately upon the Grantee’s Employee first having access to such Confidential Information and shall continue during and after the Grantee’s her employment by the Company until such time as such Confidential Information has become public Employee Initials LSP Date 6/24/17 knowledge other than as a result of the GranteeEmployee’s breach of the Covenants this Agreement or breach by those acting in concert with the Grantee Employee or on the GranteeEmployee’s behalf.
Appears in 1 contract
Sources: Employee Confidentiality, Noncompetition and Invention Agreement (Osiris Therapeutics, Inc.)
Disclosure and Use Restrictions. The Grantee agrees and covenants: (i) Employee agrees:
(A) to treat all Confidential Information as strictly confidential; confidential and to use such Confidential Information only for the benefit of the Company and as required by Employee’s job responsibilities;
(iiB) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company not having a need to know such information); (iii) and authority to know and use the Confidential Information in connection with the business of the Employer and, in any event, not to access or use anyone outside of the direct employ of the Employer except as required in the performance of any of the Employee's authorized employment duties to the Employer and only after execution of a confidentiality agreement (such as a Non-Disclosure Agreement) by the third party with whom Confidential Information, and Information will be shared;
(C) not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the CompanyEmployer, except as required in the performance of any of the Grantee’s Employee's authorized employment duties to the Company Employer or with the prior consent of an authorized officer acting on behalf of the Grantee’s supervisorEmployer in each instance; and and
(ivD) to immediately return and not retain, in any form, any such Confidential Information upon the Separation Date. Nothing herein shall be construed to prevent disclosure all copies of Confidential Information as may be required by applicable law or regulationInformation, or pursuant and any other property of Employer, to the valid subpoena or order Employer upon termination of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or subpoena/order. employment.
(ii) The Grantee shall promptly provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so. The Grantee Employee understands and acknowledges that the GranteeEmployee’s obligations under the Covenants this Agreement with regard to any particular Confidential Information shall commence immediately upon his acceptance of the Grantee’s first having access to such Confidential Information Grant Agreement and shall continue during and after the Granteetermination of Employee’s employment by the Company Employer, until such time as such Confidential Information has become public knowledge other than as a result of the Grantee’s Employee's breach of the Covenants this Agreement or breach by those acting in concert with the Grantee Employee or on the Grantee’s Employee's behalf.
Appears in 1 contract
Sources: Performance Share Award Grant Agreement (United States Steel Corp)
Disclosure and Use Restrictions. [Nothing herein voids, alters or modifies the employee’s obligations under the [NAME OF CONFIDENTIALITY AGREEMENT] entered into on [DATE]. The Grantee Employee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated, communicated or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company Employer [Group]) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer [Group] and, in any event, not to anyone outside of the direct employ of the Employer [Group] except as required in the performance of the Employee’s authorized employment duties to the Employer [Group] or with the prior consent of [POSITION NAME] acting on behalf of the Employer [Group] in each instance (and then, such informationdisclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, media or other resources containing any Confidential Information, or remove any such documents, records, files, media, media or other resources from the premises or control of the CompanyEmployer [Group], except as required in the performance of the GranteeEmployee’s authorized employment duties to the Company Employer [Group] or with the prior consent of [POSITION NAME] acting on behalf of the Grantee’s supervisor; Employer [Group] in each instance (and (iv) then, such disclosure shall be made only within the limits and to immediately return and not retain, in any form, any the extent of such Confidential Information upon the Separation Dateduties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, regulation or subpoena/order. The Grantee Employee shall promptly provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so[POSITION NAME]. The Grantee Employee understands and acknowledges that the GranteeEmployee’s obligations under the Covenants this Agreement with regard to any particular Confidential Information shall commence immediately upon the Grantee’s Employee first having access to such Confidential Information (whether before or after beginning employment with the Employer [Group]) and shall continue during and after the GranteeEmployee’s employment by the Company Employer [Group] until such time as such Confidential Information has become public knowledge other than as a result of the GranteeEmployee’s breach of the Covenants this Agreement or breach by those acting in concert with the Grantee Employee or on the GranteeEmployee’s behalf.]
Appears in 1 contract
Sources: Employee Non Compete Agreement