Promise Not To Use Or Disclose Clause Samples

The "Promise Not To Use Or Disclose" clause obligates a party to refrain from using or sharing certain confidential information received from another party. Typically, this clause applies to sensitive business data, trade secrets, or proprietary information exchanged during a business relationship, and it requires the recipient to protect the information from unauthorized access or dissemination. Its core practical function is to safeguard confidential information, ensuring that it is not misused or exposed, thereby protecting the disclosing party’s competitive advantage and business interests.
POPULAR SAMPLE Copied 2 times
Promise Not To Use Or Disclose. You agree to not use or disclose, except as necessary for the performance of your services on behalf of the Company or as required by law or legal process, any Protected Information. This promise applies only for so long as such Protected Information remains confidential and not generally known to, or not readily ascertainable through proper means by, the Company’s competitors. In compliance with the requirements of the Defend Trade Secrets Act you acknowledge the following: (i) you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, (ii) you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and (iii) if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose trade secrets to your attorney and use the trade secret information in the court proceeding if you: (A) file any document containing the trade secret under seal; and (B) do not disclose the trade secret, except pursuant to court order.
View SourceView Similar (2)
Promise Not To Use Or Disclose. Executive agrees to not use or disclose, except as necessary for the performance of Executive’s services on behalf of the Company or as required by law or legal process, any Protected Information where such use or disclosure would be detrimental to the interests of the Company. This promise applies only for so long as such Protected Information remains confidential and not generally known to, and not readily ascertainable through proper means by, the Company’s competitors, or two years following the end of Executive’s employment with the Company, whichever occurs first. And, because the Company has significant sales throughout the world (as referenced in Section 6.a. above), and because Protected Information is generally very portable and transferable without geographic borders or constraints, this prohibition applies worldwide.
View Source
Promise Not To Use Or Disclose. Employee agrees to not use or disclose, except as necessary for the performance of his or her services on behalf of the Company or as required by law or legal process, any Protected Information where such use or disclosure would be detrimental to the interests of the Company. This promise applies only for so long as such Protected Information remains confidential and not generally known to, and not readily ascertainable through proper means by, the Company’s competitors, or two years following the end of Employee’s employment with the Company, whichever occurs first. And, because the Company has significant sales throughout the United States (as referenced in paragraph 1 above), and because Protected Information is generally very portable and transferable without geographic borders or constraints, this prohibition applies throughout the United States.
View Source
Promise Not To Use Or Disclose. J▇▇ agrees to not use or disclose, except as necessary for the performance of his services on behalf of the Company or as required by law or legal process, any Protected Information where such use or disclosure would be detrimental to the interests of the Company. This promise applies only for so long as such Protected Information remains confidential and not generally known to, and not readily ascertainable through proper means by, the Company’s competitors, or two years following the end of Jon’s employment with the Company, whichever occurs first. And, because the Company has significant sales throughout North America (as referenced in Section 4.a. above), and because Protected Information is generally very portable and transferable without geographic borders or constraints, this prohibition applies worldwide.
View Source
Promise Not To Use Or Disclose. Executive agrees to not use or disclose, except as necessary for the performance of his services on behalf of the Company or as required by law or legal process, any Protected Information where such use or disclosure would be detrimental to the interests of the Company. This promise applies only for so long as such Protected Information remains confidential and not generally known to, and not readily ascertainable through proper means by, the Company’s competitors.
View Source
Promise Not To Use Or Disclose. The Parties agrees to not use or disclose any Protected Information (without the other Party’s prior written consent or except as required by law or the performance of such Party’s obligations hereunder) during the term of this Agreement and after this Agreement ends for any reason (“Restricted Period”), where such disclosure would be detrimental to the interests of the other Party.
View Source
Promise Not To Use Or Disclose. Consultant agrees to not use or disclose any Protected Information (unless required by law) while providing Services pursuant to this Agreement and for twenty-four (24) months after this Agreement ends for any reason (“Restricted Period”), where such disclosure would be detrimental to the interests of the Company. The limited time period for protection stated in this paragraph does not apply to Protected Information that constitutes trade secrets.
View Source

Related to Promise Not To Use Or Disclose

  • No Unauthorized Use or Disclosure Executive agrees that he will not, at any time during or after Executive’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

  • Unauthorized Use or Disclosure The Contractor shall notify COMMERCE within five (5) working days of any unauthorized use or disclosure of any confidential information, and shall take necessary steps to mitigate the harmful effects of such use or disclosure.

  • Covenant Not to Disclose (A) Executive warrants, covenants and agrees that, except in the performance of Executive’s duties under this Employment Agreement, Executive has not and will not at any time or in any manner, make or cause to be made any copies, pictures, duplicates, facsimiles or other reproductions or recordings, or any abstracts or summaries of any reports, studies, memoranda, correspondence, manuals, Customer lists, employee lists, records, plans, data programs, software, or other written, printed or otherwise recorded material of any kind whatsoever, belonging to or in the possession of Employer, which may be produced or created by or come into the possession of Executive in the course of Executive’s employment, or which is related in any manner to the past, present or prospective business of Employer. Executive shall have no right, title or interest in any such material. Executive agrees that, except in the performance of Executive’s duties under this Agreement, Executive will not, without the prior written consent of Employer remove any such material without prior written consent or other proper authorization from any premises of Employer or any applicable Affiliate thereof, and that Executive will surrender all such material to Employer immediately upon the termination of Executive’s employment or at any time prior to termination upon request of Employer, respectively. (B) Executive warrants, covenants and agrees that, except in the performance of Executive’s duties under this Agreement, or with the prior written consent of Employer, Executive will not at any time, whether during or after Executive’s employment with Employer, use, publish, or otherwise disclose for Executive’s own benefit or purpose or for the benefit or purpose of any other Entity, either directly or indirectly, any Confidential and/or Proprietary Information. Executive hereby acknowledges that the Confidential and/or Proprietary Information and materials are commercially and competitively valuable to Employer, and are vital to the success of Employer’s business at all locations at which Employer does business; that by this Agreement, Employer is taking reasonable steps to protect its legitimate interest in its confidential information; and that the restrictions set forth in this Agreement are reasonably necessary in order to protect Employer’s legitimate interest in its Confidential and/or Proprietary Information. (C) Executive acknowledges and agrees that this covenant shall have full force and effect through the Term of this Agreement and shall remain in effect indefinitely after the Term of this Agreement. (D) Notice of Immunity Under the Defend Trade Secrets Act of 2016. Notwithstanding any other provision of this Agreement: (i) Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (a) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed under seal in a lawsuit or other proceeding. (ii) If Executive files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Executive may disclose Employer’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing trade secrets under seal; and (b) does not disclose trade secrets, except pursuant to court order.

  • Sublicense to Use the Scudder Trademarks As exclusive licensee of the rights to use an▇ ▇▇▇▇▇cense the use of the "Scudder," "Scudder Investments" and "Scudder, Stevens & Clark, In▇." ▇▇▇dema▇▇▇ (▇▇gether, the "Scudde▇ ▇▇▇▇▇"), ▇▇▇ ▇ere▇▇ ▇▇ant the Trust a nonexclusive right ▇▇▇ ▇▇▇license to use (i) the "Scudder" name and mark as part of the Trust's name (the "Fund Nam▇"), ▇▇d (ii) the Scudder Marks in connection with the Trust's investment products ▇▇▇ ▇▇▇vices, in each case only for so long as this Agreement, any other investment management agreement between you or any organization which shall have succeeded to your business as investment manager ("your Successor") and the Trust, or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as you are a licensee of the Scudder Marks, provided however, that you agree to use your best ▇▇▇▇▇▇▇ to maintain your license to use and sublicense the Scudder Marks. The Trust agrees that it shall have no right to su▇▇▇▇▇▇▇e or assign rights to use the Scudder Marks, shall acquire no interest in the Scudder Marks oth▇▇ ▇▇▇▇ the rights granted herein, that all of t▇▇ ▇▇▇▇t's uses of the Scudder Marks shall inure to the benefit of Scudder Trust Company ▇▇ ▇▇▇er and licensor of the Scudder Marks (▇▇▇ "▇rademark Owner"), and that the Trust shall n▇▇ ▇▇▇▇lenge the validity of the Scudder Marks or the Trademark Owner's ownership thereof. The Tru▇▇ ▇▇▇▇her agrees that all services and products it offers in connection with the Scudder Marks shall meet commercially reasonable standards of dua▇▇▇▇, ▇s may be determined by you or the Trademark Owner from time to time, provided that you acknowledge that the services and products the Trust rendered during the one-year period preceding the date of this Agreement are acceptable. At your reasonable request, the Trust shall cooperate with you and the Trademark Owner and shall execute and deliver any and all documents necessary to maintain and protect (including but not limited to in connection with any trademark infringement action) the Scudder Marks and/or enter the Trust as a registered user thereof. ▇▇ ▇▇ch time as this Agreement or any other investment management agreement shall no longer be in effect between you (or your Successor) and the Trust, or you no longer are a licensee of the Scudder Marks, the Trust shall (to the extent that, and as soon a▇, ▇▇ ▇awfully can) cease to use the Fund Name or any other name indicating that it is advised by, managed by or otherwise connected with you (or your Successor) or the Trademark Owner. In no event shall the Trust use the Scudder Marks or any other name or mark confusingly similar there▇▇ (▇▇▇luding, but not limited to, any name or mark that includes the name "Scudder") if this Agreement or any other investment advisory agre▇▇▇▇▇ ▇etween you (or your Successor) and the Fund is terminated.

  • Covenant Not to Sue The Discharger covenants not to sue or pursue any administrative or civil claim(s) against any State Agency or the State of California, their officers, Board Members, employees, representatives, agents, or attorneys arising out of or relating to any matter expressly addressed by this Stipulation and Order.