Non-Disclosure and Non-Use of Proprietary Information Sample Clauses

The Non-Disclosure and Non-Use of Proprietary Information clause obligates parties to keep confidential information private and to refrain from using it for any purpose other than what is permitted under the agreement. Typically, this means that any trade secrets, business plans, or technical data shared between the parties must not be disclosed to third parties or exploited for personal gain. The core function of this clause is to protect sensitive business information, ensuring that proprietary knowledge remains secure and is not misused or improperly disseminated.
Non-Disclosure and Non-Use of Proprietary Information. During the Officer's employment by the Company and for a period of five (5) years thereafter, the Officer covenants and agrees that the Officer (a) shall not disclose to others or use for the benefit of himself or others, any of the Company's Proprietary Information, except that the Officer may disclose such information (i) in the course of and in furtherance of the Officer's employment with the Company to the extent necessary for the benefit of the Company, (ii) with the prior specific written consent of the Board of Directors of the Company, or (iii) to the extent required by law; and (b) shall take all measures reasonably necessary to preserve the confidentiality of all Proprietary Information of the Company known to the Officer, shall cooperate fully with the Company's or its affiliates' enforcement of measures intended to preserve the confidentiality of all Proprietary Information, and shall notify the Board of Directors immediately upon receiving any request for, or making any disclosure of, any Proprietary Information from or to any person other than an officer or employee of the Company or of one of its affiliates who has a need to know such information.
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Non-Disclosure and Non-Use of Proprietary Information. Each Class B Limited Partner agrees at all times during the term of this Agreement to maintain the Proprietary Information in strict confidence, and not to disclose or allow to be disclosed, either directly or indirectly, any Proprietary Information to any third party, other than to persons engaged by the Partnership to further the Business of the Partnership, and not to use directly or indirectly any Proprietary Information except as may be necessary in the ordinary course of performing such Partner’s duties on behalf of the Partnership, all without the prior written consent of the General Partner.
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Non-Disclosure and Non-Use of Proprietary Information. Each of the Partners agrees at all times during the term of this Agreement to maintain the Proprietary Information in strict confidence, and not to disclose or allow to be disclosed, either directly or indirectly, any Proprietary Information to any third party, other than on a need to know basis to Persons engaged by the Partnership to further the Business of the Partnership, to the consultants, attorneys, accountants, lenders, investors, financiers or advisors of such Partner or its Affiliates, and not to use directly or indirectly any Proprietary Information except as may be necessary in the ordinary course of performing such Partner’s duties on behalf of the Partnership, all without the prior written consent of the General Partner or the Class B Limited Partner, with respect to disclosures of the terms of this Agreement or the identity of the Class B Limited Partner or its Affiliates, except that disclosure of the terms of Proprietary Information may be made without the prior written approval of any Partner, to the extent required by law or legal process or by applicable stock exchange rules (provided that, to the extent practicable, advance notice of any such disclosure shall be provided to the General Partner or the Class B Limited Partner, with respect to the disclosure of the terms of this Agreement or the identity of the Class B Limited Partner or its Affiliates) or in any proceeding between the Partners. Notwithstanding any conditions of confidentiality imposed by this Section 7.15, the Partners agree that each Partner (and each employee, representative, or other agent of such Partner) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to the Partner relating to such tax treatment and tax structure; provided, however, that the foregoing is not intended to waive the attorney-client privilege or other privileges, including the tax advisor privilege under section 7525 of the Code.
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Non-Disclosure and Non-Use of Proprietary Information. The Company’s Proprietary Information includes Confidential Information and Trade Secrets.
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Non-Disclosure and Non-Use of Proprietary Information a. Proprietary Information means any information, technical data or know-how in whatever form, including, but not limited to, documented information, machine readable or interpreted information, information contained in physical components, mask works and artwork, which SCIEX India considers proprietary or Proprietary, including but not limited to SCIEX India's service and maintenance manuals. b. Buyer and its customers, employees and a gents will keep confidential all such Proprietary Information obtained directly or indirectly from SCIEX India and will not transfer or disclose it without SCIEX India's prior written consent, or use it for the manufacture, procurement, servicing or calibration of Products or any similar products, or cause such products to be manufactured, serviced or calibrated by or procured from any other source, or reproduce or otherwise appropriate it without SCIEX India's prior written consent. c. All such Proprietary Information remains the sole property of SCIEX India. d. No right or license is granted hereby to Buyer or its customers, employees or agents, expressly or by implication, with respect to the Proprietary Information or any patent, patent application or other proprietary right of SCIEX India, except for the limited use licenses implied by law.
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Non-Disclosure and Non-Use of Proprietary Information. I agree to maintain Proprietary Information in strict confidence, and not to disclose any Proprietary Information. I will not disclose this Agreement to any newspaper or other media representative, other employer, other company. The only exception is a disclosure is to my attorney, tax advisors, spouse, state and federal taxing authorities, and/or if disclosure is required by a lawful subpoena or court order. As to my spouse, I agree that I will be responsible for any breach by my spouse of this confidentiality and nondisclosure requirement. If I believe that any disclosure is required by a lawful subpoena or court order, I agree to give prompt notice of the potential disclosure to HBC's General Counsel so that HBC will have the opportunity to participate in the proceeding concerning the potential disclosure and otherwise protect HBC’s interests. I further agree that I will not interfere with, attempt to interfere with, take any actions or make any communications calculated or likely to have the effect of undermining, or disparaging upon HBC, its pastors, staff, members, or reputation. I also agree that, except as required by the express terms of a lawful subpoena or court order, that I will never aid in any contemplated, threatened or actual litigation of any kind by others against HBC. This agreement does not preclude me from providing truthful statements if called to testify under oath in any legal proceeding.
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Non-Disclosure and Non-Use of Proprietary Information. Employee agrees at all times during the term of his/her employment with Company, and after termination of Employee’s employment, to maintain Proprietary Information in strict confidence, and not to disclose or allow to be disclosed, either directly or indirectly, any Proprietary Information to any third party, other than to persons engaged by Company to further the business of Company, and not to use any Proprietary Information except as may be necessary in the ordinary course of performing Employee’s duties on behalf of Company. Further, Employee shall inform any third party of the confidential nature of Proprietary Information prior to disclosure to such third party, and Employee shall only disclose Proprietary Information to such third party under a confidential disclosure agreement between Company and such third party.
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Non-Disclosure and Non-Use of Proprietary Information. Each Recipient shall, at all times, keep strictly confidential, and shall not disclose or permit the disclosure to any third person or entity, of any or all Proprietary Information received from an Owner, and shall not, in any manner or at any time, use or permit the use of any such Proprietary Information, for the benefit of
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Related to Non-Disclosure and Non-Use of Proprietary Information

  • Non-Disclosure and Non-Use of Confidential Information The Receiving Party shall use the Disclosing Party’s Confidential Information only for the purpose of evaluating the Relationship and for the purposes of the ongoing Relationship, and shall protect such Confidential Information from disclosure to third parties, using the same degree of care used to protect its own proprietary information of like importance, but in any case using no less than a reasonable degree of care. The Receiving Party shall not make any copies of Confidential Information unless the same are previously approved of in writing by the Disclosing Party. The Receiving Party shall reproduce the Disclosing Party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. The Receiving Party may disclose the Disclosing Party’s Confidential Information to its affiliates, employees and consultants (“Representatives”), in each case only if such Representatives have a need to know, and provided that such Representatives (i) use the Confidential Information for the purposes of the Relationship only, and (ii) are bound to protect the Confidential Information as required hereunder. The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information. The Receiving Party agrees not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party’s Confidential Information and which are provided to the Receiving Party hereunder. The Parties shall each be responsible for any breach of the terms of this Agreement by them or their Representatives and agree, at their sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain their respective Representatives from prohibited or unauthorized disclosure or use of the Confidential Information.

  • Non-Disclosure and Non-Use The Executive shall not, during the Term and at all times thereafter, without the written authorization of the Chief Executive Officer (“CEO”) of the Company or such other executive governing body as may exist in lieu of the CEO, (hereinafter referred to as the “Executive Approval”), use (except for the benefit of the Company) any Confidential and Trade Secret Information relating to the Company. The Executive shall hold in strictest confidence and shall not, without the Executive Approval, disclose to anyone, other than directors, officers, employees and counsel of the Company in furtherance of the business of the Company, any Confidential and Trade Secret Information relating to the Company. For purposes of this Agreement, “Confidential and Trade Secret Information” includes: the general or specific nature of any concept in development, the business plan or development schedule of any concept, vendor, merchant or customer lists or other processes, know-how, designs, formulas, methods, software, improvements, technology, new products, marketing and selling plans, business plans, development schedules, budgets and unpublished financial statements, licenses, prices and costs, suppliers, and information regarding the skills, compensation or duties of employees, independent contractors or consultants of the Company and any other information about the Company that is proprietary or confidential. Notwithstanding the foregoing, nothing herein shall prevent the Executive from disclosing Confidential and Trade Secret Information to the extent required by law or by any court or regulatory authority having actual or apparent authority to require such disclosure or in connection with any litigation or arbitration involving this Agreement. The restrictions set forth in this Section 6(b) shall not apply to information that is or becomes generally available to the public or known within the Company’s trade or industry (other than as a result of its wrongful disclosure by the Executive), or information received on a non-confidential basis from sources other than the Company who are not in violation of a confidentiality agreement with the Company. The Executive further represents and agrees that, during the Term and at all times thereafter, the Executive is obligated to comply with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding trading shares and/or exercising options related to the Company's stock. The Executive acknowledges that the Company has not provided opinions or legal advice regarding the Executive’s obligations in this respect and that it is the Executive's responsibility to seek independent legal advice with respect to any stock or option transaction.