Non-Disclosure Covenant Sample Clauses

Non-Disclosure Covenant. The Company and Holder acknowledge that by virtue of consulting services performed and to be performed by Holder, and by virtue of Holder's position as a director of the Company, Holder has been and will continue to be in a relationship of confidence and trust with the Company and will come into possession of "Confidential Information" (i) owned or controlled by the Company and its subsidiaries and affiliate companies (as such term is defined from time to time in periodic reports which the Company files with the Securities and Exchange Commission); (ii) in the possession of the Company and its subsidiaries and affiliate companies and belonging to third parties; or (iii) conceived, originated, discovered or developed, in whole or in part, by Holder. As used herein "Confidential Information" means trade secrets and other confidential or proprietary business, technical, personnel or financial information of the Company, whether or not Holder's work product, in written, graphic, oral or other tangible or intangible forms, including but not limited to specifications, samples, records, data, computer programs, drawings, diagrams, models, consumer names, ID's or e-mail addresses, business or marketing plans, studies, analyses, projections and reports, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and software systems and processes that are not readily available to the public, even such items not specifically marked as a trade secret or confidential, unless the Company advises Holder otherwise in writing or unless the information has been shared by the Company with entities not bound by non-disclosure agreements. In consideration of the fees paid, to be paid or provided to Holder, including the grant of this Warrant, Holder agrees not to directly or indirectly use or disclose to anyone, either during the term of his engagement as a consultant to the Company or after the termination of such engagement, except in the performance of his duties or with the Company's prior written consent, any Confidential Information of the Company. This non-disclosure covenant does not apply to information (i) that is disclosed or becomes public through another source; or (ii) which Holder is required to disclose pursuant to court order, subpoena or applicable law (provided that Holder will use reasonable efforts to provide the Company...

Non-Disclosure Covenant. The Executive acknowledges that (i) during the Employment Period and as a part of his employment, the Executive will be afforded access to Confidential Information (as hereinafter defined); (ii) public disclosure of Confidential Information could have a material adverse impact on XRG, on EFS or on the other subsidiaries of XRG (hereinafter "XRG COMPANIES") and their respective businesses; (iii) the Executive possesses substantial knowledge, expertise and skill with respect to the business of the XRG Companies; and (iv) XRG has required the Executive to make the covenants set forth in this Section 12 as a condition to its purchase of the stock of Express Freight Systems, Incorporated and Freeway Systems, Incorporated and the Executive is willing to do so. The Executive acknowledges that the provisions of this Section 12 are reasonable and necessary with respect to the use of Confidential Information.

Non-Disclosure Covenant. Employer and the Executive acknowledge that the services to be performed by the Executive under this Agreement are unique and valuable and that, as a result of the Executive’s employment, the Executive will be in a relationship of confidence and trust with Employer and will come into possession of “Confidential Information” (i) owned or controlled by Employer and its subsidiaries and affiliates; (ii) in the possession of Employer and its subsidiaries and affiliates and belonging to third parties; or (iii) conceived, originated, discovered or developed, in whole or in part, by the Executive. As used herein “

Non-Disclosure Covenant. In the performance of his or her duties for the Company, Executive has had, and will continue to have, access to Confidential Information (as defined below) of the Company. Executive acknowledges that the Confidential Information obtained or developed in the course of employment with the Company remains the property of the Company. Executive acknowledges that the Company has invested substantial sums in the development of the Company's Confidential Information.

Non-Disclosure Covenant. The Executive will not, directly or indirectly, for himself or on behalf of any other Person, use for the Executive’s own benefit or disclose to any other party, any Trade Secrets or Confidential Information; provided, however, that Executive may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, provided, further that in the event disclosure is required by such an order or subpoena, Executive shall promptly notify the Company prior to making any such disclosure so that the Company may seek an appropriate protective order to protect its interests. The foregoing confidentiality obligations shall continue (A) with respect to all Trade Secrets, at all times so long as such Trade Secrets constitute trade secrets under applicable law, and (B) with respect to all Confidential Information, at all times during the Restricted Period.

Non-Disclosure Covenant. Except as set forth in this Section, neither party shall disclose the Proprietary Information of the other party in whole or in part, including derivations, to any third party. If the parties agree to a specific nondisclosure period for a specific document, the disclosing party shall ▇▇▇▇ the document with that nondisclosure period. In the absence of a specific period, the duty of confidentiality for (a) RMSS Software, Source Code and related Documentation shall extend in perpetuity and (b) with respect to any other Proprietary Information shall extend for a period of (5) five years from disclosure. Proprietary Information shall be held in confidence by the receiving party and its employees, and shall be disclosed to only those of the receiving party's employees and professional advisors who have a need for it in connection with the administration and implementation of this Agreement. In no event shall Licensee disclose RMSS Proprietary Information to a Competitor of RMSS. Each party shall use the same degree of care and afford the same protections to the Proprietary Information of the other party as it uses and affords to its own Proprietary Information.

Non-Disclosure Covenant. The Grantee will not, directly or indirectly, for the Grantee or on behalf of any other Person, use for the Grantee's own benefit or disclose to any other party, any Trade Secrets or Confidential Information of the Company. The foregoing confidentiality obligations shall continue (A) with respect to all Trade Secrets, at all times so long as such Trade Secrets constitute trade secrets under applicable law, and (B) with respect to all Confidential Information, at all times during the Restricted Period.

Non-Disclosure Covenant. 4.1 For the purposes of this Article 4, the phrase “Confidential Information” means any and all of the following: trade secrets concerning the business and affairs of the Company and its subsidiaries and affiliates, product specifications, data, know-how, processes, graphs, inventions and ideas, past, current, and planned research and development, current and planned distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code, machine code, and source code), computer software and database technologies, systems, structures, and architecture (and related formulae, compositions, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, and methods); information concerning the business and affairs of the Company and its subsidiaries and affiliates (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, policies and procedures, personnel training techniques and materials, however documented); and notes, analysis, compilations, studies, summaries, and other material prepared by or for the Company and its subsidiaries and affiliates containing or based, in whole or in part, on any information included in the foregoing. Employee acknowledges and agrees that Confidential Information includes any such information that Employee may originate, learn, have access to, or obtain, whether in tangible form or memorized. Notwithstanding the foregoing, Confidential Information shall not include any information that the Employee demonstrates was or became generally available to the public other than as a result of a disclosure of such information by the Employee or any other person under a duty to keep such information confidential.

Non-Disclosure Covenant. During the Employment Period and at all times thereafter, the Employee shall not, either directly or indirectly, disclose to any "unauthorized person" or use for the benefit of the Employee or any person or entity other than the Company, its Subsidiaries or their Affiliates any Work Product or any knowledge or information which the Employee may acquire while employed by the Company (whether before or after the date of this Agreement) relating to (i) the financial, marketing, sales and business plans and affairs, financial statements, analyses, forecasts and projections, books, accounts, records, operating costs and expenses and other financial information of the Company, its Subsidiaries and their Affiliates, (ii) internal management tools and systems, costing policies and methods, pricing policies and methods and other methods of doing business, of the Company, its Subsidiaries and their Affiliates, (iii) customers, sales, customer requirements and usages, distributor lists, of the Company, its Subsidiaries and their Affiliates, (iv) agreements with customers, vendors, independent contractors, employees and others, of the Company, its Subsidiaries and their Affiliates, (v) existing and future products or services and product development plans, designs, analyses and reports, of the Company, its Subsidiaries and their Affiliates, (vi) computer software and data bases developed for the Company, its Subsidiaries or their Affiliates, trade secrets, research, records of research, models, designs, drawings, technical data and reports of the Company, its Subsidiaries and their Affiliates and (vii) correspondence or other private or confidential matters, information or data whether written, oral or electronic, which is proprietary to the Company, its Subsidiaries and their Affiliates and not generally known to the public (individually and collectively "CONFIDENTIAL INFORMATION"), without the Company's prior written permission. For purposes of this Section 4.3, the term "UNAUTHORIZED PERSON" shall mean any person who is not (i) an officer or director of the Company or an employee of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his performance of his assigned duties, or (ii) an employee, officer or director of a Subsidiary or Affiliate of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his performance of his assigned duties, or (iii) a person expressly ...