Common use of Proprietary Information Defined Clause in Contracts

Proprietary Information Defined. By way of illustration, but not limitation, Proprietary Information includes trade secrets, ideas, processes, drawings, specifications, data, formulations, computer programs, software, other original works of authorship, know-how, improvements, discoveries, developments, designs, innovations, techniques, business development strategies, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, strategic alliances, ventures, and customer and supplier lists. The foregoing obligations of confidentiality and non-use shall not apply to any Proprietary Information that: 5.1.1 was known to the Executive prior to the date of disclosure pursuant to this Agreement and not obtained or derived directly or indirectly from the Company; 5.1.2 is or becomes public or available to the general public otherwise than through the act or default of the Executive; 5.1.3 is obtained subsequent to any disclosure under this Agreement from a third party who is lawfully in possession of same and which information is not subject to any confidential or non-use obligations owed to the Company or others; 5.1.4 has been furnished by the Company to a third party without similar restrictions on disclosure; or 5.1.5 is required to be disclosed pursuant to requirements of Federal, state or local statute, regulation or court order, provided that Executive delivers prior written notice to Company of such pending disclosure, and gives Company a reasonable opportunity to oppose such disclosure with the applicable authority.

Proprietary Information Defined. By way of illustration, but not limitation, Proprietary Information includes trade secrets, secrets,- ideas, processes-processes, drawings, specifications, data, formulations, computer programs, software, other original works of authorship, know-how, improvements, discoveries, developments, designs, innovations, techniques, business development strategies, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, strategic alliances, ventures, and customer and supplier lists. The foregoing obligations of confidentiality and non-use shall not apply to any Proprietary Information that: 5.1.1 was known to the Executive prior to the date of disclosure pursuant to this Agreement and not obtained or derived directly or indirectly from the Company; 5.1.2 is or becomes public or available to the general public otherwise than through the act or default of the Executive; 5.1.3 is obtained subsequent to any disclosure under this Agreement from a third party who is lawfully in possession of same and which information is not subject to any confidential or non-use obligations owed to the Company or others; 5.1.4 has been furnished by the Company to a third party without similar restrictions on disclosure; or 5.1.5 is required to be disclosed pursuant to requirements of Federal, state or local statute, regulation or court order, provided that Executive delivers prior written notice to Company of such pending disclosure, and gives Company a reasonable opportunity to oppose such disclosure with the applicable authority.