Common use of Proprietary Information Obligations Clause in Contracts

Proprietary Information Obligations. During the duration of employment under this Agreement, Executive will have access to and become acquainted with confidential and proprietary information of NorthWestern and its affiliates, including but not limited to information or plans regarding customer relationships, personnel, sales, marketing, and financial operations and methods, trade secrets, formulas, devices, secret inventions, processes, and other compilations of information, records, and specifications (collectively, except to the extent it was already known from other sources, or is or becomes general knowledge, in each case without known violation of any confidentiality obligation, "Proprietary Information"). Executive shall not disclose any of the Proprietary Information, directly or indirectly, or use it in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of his employment with NorthWestern or as authorized in writing by NorthWestern or pursuant to order of any court, legislature or government agency. All files, records, documents, computer-recorded information, drawings, specifications, intellectual property, equipment and similar items relating to the business of NorthWestern, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of NorthWestern, respectively, and shall not be removed under any circumstances whatsoever without the prior written consent of NorthWestern, except when (and only for the period) necessary to carry out Executive's duties hereunder, and if removed shall be immediately returned to NorthWestern upon any termination of his employment and no copies thereof shall be kept by Executive; provided, however, that Executive shall be entitled to retain documents that were personally owned or that reflect personal notes that do not contain Proprietary Information. Executive shall disclose promptly to NorthWestern any and all significant conceptions and ideas for inventions, improvements and valuable discoveries, whether patentable or not, which are conceived or made by Executive, solely or jointly with another, during the period of employment or within one (1) year thereafter, and which are related to the business or activities of NorthWestern, and which Executive conceives as a result of or in connection with his employment with NorthWestern. Executive hereby assigns and agrees to assign all his interests therein to NorthWestern or its nominee. Whenever requested to do so by NorthWestern, Executive shall execute any and all applications, assignments or other instruments that NorthWestern shall deem necessary to apply for and obtain Letters Patent of the United States or any foreign country or to otherwise protect NorthWestern's interest therein.

Proprietary Information Obligations. During the duration term of employment under this Agreement, Executive will have access to and become acquainted with IH’s and its Affiliates’ confidential and proprietary information of NorthWestern and its affiliatesinformation, including including, but not limited to to, information or plans regarding IH’s and its Affiliates’ customer relationships, personnel, or sales, marketing, and financial operations and methods, ; trade secrets, ; formulas, ; devices, ; secret inventions, ; processes, ; and other compilations of information, records, and specifications (collectively, except to the extent it was already known from other sources, or is or becomes general knowledge, in each case without known violation of any confidentiality obligation, "collectively “Proprietary Information"”). Executive shall not disclose any of the IH’s or its Affiliates’ Proprietary Information, Information directly or indirectly, or use it in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of his employment with NorthWestern for IH or as authorized in writing by NorthWestern or pursuant to order of any court, legislature or government agencyIH. All memoranda, notes, plans, files, records, reports, documents, computer-recorded information, printouts, software, drawings, specifications, intellectual property, equipment and similar items relating to the Proprietary Information, Work Product (as defined below) or the business of NorthWesternIH or its Affiliates, whether prepared by Executive or otherwise coming into his possessionpossession or under his control, shall remain the exclusive property of NorthWesternIH or its Affiliates, respectivelyas the case may be, and shall not be removed from the premises of IH under any circumstances whatsoever without the prior written consent of NorthWesternIH, except when (and only for the period) necessary to carry out Executive's ’s duties hereunder, and if removed shall be immediately returned to NorthWestern IH upon any termination of his employment and no copies thereof shall be kept by Executiveemployment; provided, however, that Executive shall be entitled may retain copies of documents reasonably related to retain his interest as a stockholder and any documents that were personally owned or that reflect personal notes that do not contain Proprietary Information. Executive shall disclose promptly to NorthWestern any and all significant conceptions and ideas for inventions, improvements and valuable discoveries, whether patentable or notowned, which are conceived copies and the information contained therein Executive agrees not to use for any business purpose. Notwithstanding the foregoing, Proprietary Information shall not include (i) information which is or made by Executive, solely becomes generally public knowledge or jointly with another, during the period of employment or within one (1) year thereafter, and which are related to the business or activities of NorthWestern, and which Executive conceives public other than as a result of Executive’s acts or omissions in connection with his employment with NorthWestern. Executive hereby assigns violation of this Agreement and agrees (ii) information that may be required to assign all his interests therein to NorthWestern or its nominee. Whenever requested to do so be disclosed by NorthWestern, Executive shall execute any and all applications, assignments or other instruments that NorthWestern shall deem necessary to apply for and obtain Letters Patent of the United States or any foreign country or to otherwise protect NorthWestern's interest thereinapplicable law.

Proprietary Information Obligations. During the duration term of employment under this Agreement, Executive will have access to and become acquainted with the Company’s, ▇▇▇▇▇▇▇’ and any of their respective Affiliates’ confidential and proprietary information of NorthWestern and its affiliatesinformation, including including, but not limited to to, information or plans regarding the Company’s, ▇▇▇▇▇▇▇’ and any of their respective Affiliates’ customer relationships, personnel, or sales, marketing, and financial operations and methods, ; trade secrets, ; formulas, ; devices, ; secret inventions, ; processes, ; and other compilations of information, records, and specifications (collectively, except to the extent it was already known from other sources, or is or becomes general knowledge, in each case without known violation of any confidentiality obligation, "collectively “Proprietary Information"”). Executive shall not disclose any of the Company’s, ▇▇▇▇▇▇▇’ or any of their respective Affiliates’ Proprietary Information, Information directly or indirectly, or use it in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of his employment with NorthWestern for the Company or ▇▇▇▇▇▇▇ or as authorized in writing by NorthWestern or pursuant to order of any court, legislature or government agencythe Company. All files, records, documents, computer-recorded information, drawings, specifications, intellectual property, equipment and similar items relating to the business of NorthWesternthe Company, ▇▇▇▇▇▇▇ or any of their respective Affiliates, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of NorthWesternthe Company, respectively▇▇▇▇▇▇▇ or any of their Affiliates, as the case may be, and shall not be removed from the premises of the Company or ▇▇▇▇▇▇▇ under any circumstances whatsoever without the prior written consent of NorthWesternthe Company, except when (and only for the period) necessary to carry out Executive's ’s duties hereunder, and if removed shall be immediately returned to NorthWestern the Company or ▇▇▇▇▇▇▇, as the case may be, upon any termination of his employment and no copies thereof shall be kept by Executiveemployment; provided, however, that Executive shall be entitled may retain copies of documents reasonably related to retain his interest as a shareholder and any documents that were personally owned or that reflect personal notes that do not contain Proprietary Information. Executive shall disclose promptly to NorthWestern any and all significant conceptions and ideas for inventions, improvements and valuable discoveries, whether patentable or not, which are conceived or made by Executive, solely which copies and the information contained therein Executive agrees not to use for any business purpose. Notwithstanding the foregoing, Proprietary Information shall not include (i) information which is or jointly with another, during becomes generally public knowledge or public except through disclosure by the period Executive in violation of employment or within one this Agreement and (1ii) year thereafter, and which are related information that may be required to the business or activities of NorthWestern, and which Executive conceives as a result of or in connection with his employment with NorthWestern. Executive hereby assigns and agrees to assign all his interests therein to NorthWestern or its nominee. Whenever requested to do so be disclosed by NorthWestern, Executive shall execute any and all applications, assignments or other instruments that NorthWestern shall deem necessary to apply for and obtain Letters Patent of the United States or any foreign country or to otherwise protect NorthWestern's interest thereinapplicable law.

Proprietary Information Obligations. During the duration of employment under this Agreement, Executive will have access to and become acquainted with confidential and proprietary information of NorthWestern and its affiliates, including but not limited to information or plans regarding customer relationships, personnel, sales, marketing, and financial operations and methods, trade secrets, formulas, devices, secret inventions, processes, and other compilations of information, records, and specifications (collectively, except to the extent it was already known from other sources, or is or becomes general knowledge, in each case without known violation of any confidentiality obligation, "Proprietary Information"). Executive shall not disclose any of the Proprietary Information, directly or indirectly, or use it in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of his employment with NorthWestern or as authorized in writing by NorthWestern or pursuant to order of any court, legislature or government agencyNorthWestern. All files, records, documents, computer-recorded information, drawings, specifications, intellectual property, equipment and similar items relating to the business of NorthWestern, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of NorthWestern, respectively, and shall not be removed under any circumstances whatsoever without the prior written consent of NorthWestern, except when (and only for the period) necessary to carry out Executive's duties hereunder, and if removed shall be immediately returned to NorthWestern upon any termination of his employment and no copies thereof shall be kept by Executive; provided, however, that Executive shall be entitled to retain documents that were personally owned or that reflect personal notes that do not contain Proprietary Information. Executive shall disclose promptly to NorthWestern any and all significant conceptions and ideas for inventions, improvements and valuable discoveries, whether patentable or not, which are conceived or made by Executive, solely or jointly with another, during the period of employment or within one (1) year thereafter, and which are related to the business or activities of NorthWestern, and which Executive conceives as a result of or in connection with his employment with NorthWestern. Executive hereby assigns and agrees to assign all his interests therein to NorthWestern or its nominee. Whenever requested to do so by NorthWestern, Executive shall execute any and all applications, assignments or other instruments that NorthWestern shall deem necessary to apply for and obtain Letters Patent of the United States or any foreign country or to otherwise protect NorthWestern's interest therein.

Proprietary Information Obligations. During the duration of employment under this Agreement, Executive will have access to and become acquainted with Cornerstone's, the Partnerships' and Additional Companies' confidential and proprietary information of NorthWestern and its affiliatesinformation, including but not limited to information or plans regarding customer relationships, personnel, sales, marketing, and financial operations and methods, trade secrets, formulas, devices, secret inventions, processes, and other compilations of information, records, and specifications (collectively, except to the extent it was already known from other sources, or is or becomes general knowledge, in each case without known violation of any confidentiality obligation, "Proprietary Information"). Executive shall not disclose any of the Proprietary Information, Information directly or indirectly, or use it in any way, either during the term duration of this Agreement or at any time thereafter, except as required in the course of his employment with NorthWestern Cornerstone or as authorized in writing by NorthWestern or pursuant to order of any court, legislature or government agencyCornerstone. All files, records, documents, computer-recorded information, drawings, drawings specifications, intellectual property, equipment and similar items relating to the business of NorthWesternCornerstone, the Partnerships and/or Additional Companies, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of NorthWesternCornerstone, the Partnerships and/or Additional Companies, respectively, and shall not be removed under any circumstances whatsoever without the prior written consent of NorthWesternCornerstone, except when (and only for the period) necessary to carry out Executive's duties hereunder, and if removed shall be immediately returned to NorthWestern Cornerstone upon any termination of his employment and no copies thereof shall be kept by Executive; provided, however, that Executive shall be entitled to retain documents that were personally owned or that reflect personal notes that do not contain Proprietary Information. Executive shall disclose promptly to NorthWestern any and all significant conceptions and ideas for inventions, improvements and valuable discoveries, whether patentable or not, which are conceived or made by Executive, solely or jointly with another, during the period of employment or within one (1) year thereafter, and which are related to the business or activities of NorthWestern, and which Executive conceives as a result of or in connection with his employment with NorthWestern. Executive hereby assigns and agrees to assign all his interests therein to NorthWestern or its nominee. Whenever requested to do so by NorthWestern, Executive shall execute any and all applications, assignments or other instruments that NorthWestern shall deem necessary to apply for and obtain Letters Patent of the United States or any foreign country or to otherwise protect NorthWestern's interest thereinacquired.