Example ContractsClausesAccess to Confidential Information
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Access to Confidential Information. You recognize and acknowledge that in the course of your employment with the Company or any Affiliate, you have obtained and will continue to obtain and have access to private or confidential information and proprietary data relating to the Company, its customers, and its suppliers, including but not limited to the Company’s trade secrets (hereinafter, collectively, “Confidential Information”). The Company agrees that it will continue to provide you Confidential Information for you to carry out the duties of your employment with the Company or any Affiliate.

Access to Confidential Information. I understand that, during the Consulting Period with the Company, I will be exposed, in the trust and confidence of the Company, to confidential information and data, including techniques, know-how, trade secrets, procedures, business matters or affairs, inventions, designs, methods, systems, improvements or other information designated as confidential (herein "Confidential Information") belonging to the Company or its subsidiaries or to its customers or others with whom the Company has a joint venture, research contract or other business relationship (all such subsidiaries, customers and other parties referred to herein as "affiliates") requiring the Company to maintain the confidentiality of such information.

Confidential Information. The Participant recognizes that by virtue of his or her service with the Company Group, he or she will be granted otherwise prohibited access to confidential information and proprietary data which are not known, and not readily accessible to the Company Group’s competitors. This information (the “Confidential Information”) includes, but is not limited to, identity of current and prospective customers; identity of key contacts at such customers; customers’ particularized preferences and needs; pricing, length and other terms of customer contracts; marketing strategies and plans; financial data; personnel data; compensation data; proprietary procedures and processes; and other unique and specialized practices, programs and plans of the Company Group and their respective customers and prospective customers. The Participant recognizes that this Confidential Information constitutes a valuable property of the Company Group, developed over a significant period of time and at substantial expense. Accordingly, the Participant agrees that he or she shall not, at any time during or after his or her service with the Company Group, divulge such Confidential Information or make use of it for his or her own purposes or the purposes of any person or entity other than the Company Group.

Confidential Information. Executive acknowledges that in the course of her employment with the Company, she has had access to Confidential Information. “Confidential Information” includes but is not limited to information not generally known to the public, in spoken, printed, electronic or any other form or medium relating directly or indirectly to: business processes, practices, policies, plans, documents, operations, services and strategies; contracts, transactions, and potential transactions; negotiations and pending negotiations; proprietary information, trade secrets and intellectual property; supplier and vendor agreements, strategies, plans and information; financial information and results, accounting information and records; legal strategies and information; marketing plans and strategies; pricing strategies; personnel information and staffing and succession planning practices and strategies; internal controls and security policies, strategies and procedures; and/or other confidential business information that she has learned, received or used at any time during her employment with Patterson whether or not such information has been previously identified as confidential or proprietary.

Confidential Information. “Confidential Information” shall mean all information relating to Company’s or Provider’s business or business plans, including but not limited to suppliers, customers, prospective customers, contractors, clinical data, the content and format of various clinical and medical databases, utilization data, cost and pricing data, disease management data, software products, programming techniques, data warehouse and methodologies, all proprietary information, know-how, trade secrets, technical and non-technical materials, products, specifications, processes, sales and marketing plans and strategies, designs, and any discussions and proceedings relating to any of the foregoing, whether disclosed in oral, electronic, visual, written or any other form, disclosed to the other Party. Confidential Information includes, without limitation, the terms and conditions of this Agreement and any SOW. Company shall own any Confidential Information generated by Company or Provider in the course of the Services, only to the extent such Confidential Information is entirely unique to Company or Company products, including but not limited to data regarding and use of Company products. Confidential Information shall not include information which is: # known to a Party or its Personnel which have been reduced to writing prior to disclosure by the Party and that are not subject to another obligation of secrecy; # hereafter lawfully obtained from other sources on a non-confidential basis; or # otherwise generally available to the public, absent any breach of this Section 11 by the Party.

Each Recipient agrees to use the Discloser’s Confidential Information only for the purposes of the Research Project and/or this Agreement, unless otherwise expressly agreed to in writing by the Discloser.

Confidential Information. Consultant agrees to hold the Company’s or Confidential Information in strict confidence and not to make the Company Proprietary or Confidential Information available in any form to any third party or to use it for any purpose other than as specified in this Agreement.

During the term of your employment and thereafter, you will hold in strictest confidence, and not use, except for the benefit of the Company and/or its Affiliates, or disclose to any person or entity without written authorization of an officer of the Company, any “Confidential Information,” except under a non-disclosure agreement duly authorized and executed by the Company.

The Executive recognizes and acknowledges that the continued success of and its Affiliates depends upon the use and protection of a large body of confidential and proprietary information and that the Executive will have access to the entire universe of ’s Confidential Information (as defined below in Section 10(b)), as well as certain confidential information of other Persons with which and its Affiliates do business, and that such information constitutes valuable, special and unique property of , its Affiliates and such other Persons.

Confidential Information. For purposes of this Agreement, ’s “Confidential Information” shall include and its Affiliates’ trade secrets as defined under Delaware law, as well as any other information or material which is not generally known to the public, and which: # is generated, collected by or utilized in the operations of or its Affiliates’ business and relates to the actual or anticipated business, research or development of , its Affiliates or and its Affiliates’ actual or prospective Customers; or # is suggested by or results from any task assigned to the Executive by or its Affiliates, or work performed by the Executive for or on behalf of or its Affiliates. Confidential Information shall not be considered generally known to the public if the Executive or others improperly reveal such information to the public without or its Affiliates’ express written consent and/or in violation of an obligation of confidentiality owed to or its Affiliates. Confidential Information includes, without limitation, the information, observations and data obtained by the Executive while employed by concerning the business or affairs of or its Affiliates, including information concerning acquisition opportunities in or reasonably related to or its Affiliates’ business or industry, the identities of and other information (such as databases) relating to the current, former or prospective employees, suppliers and Customers of or its Affiliates, development, transition and transformation plans, methodologies and methods of doing business, strategic, marketing and expansion plans, financial and business plans, financial data, pricing information, employee lists and telephone numbers, locations of sales representatives, new and existing customer or supplier programs and services, customer terms, customer service and integration processes, requirements and costs of providing service, support and equipment.

Confidential Information. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties, each Party agrees that, during the Term and for ​ thereafter, it will, and will cause its Affiliates, to keep confidential and not publish or otherwise disclose to any Third Party, and not use for any purpose other than as provided for in this Agreement or any Ancillary Agreement, any Confidential Information of the other Party or any of its Affiliates, provided that each Party and its Affiliates may disclose the Confidential Information of the other Party or its Affiliates to the receiving Party’s and its Affiliates’ officers, directors, employees and agents who in each case are bound by commercially reasonable obligations of confidentiality with respect to the use and disclosure of such Confidential Information. Notwithstanding the foregoing, Confidential Information of a Party or its Affiliate will exclude that portion of such information or materials that the receiving Party (or the receiving Party’s Affiliate) can demonstrate by competent written proof:

Confidential Information. Except as expressly provided herein, each of the Parties agrees that, for itself and its Affiliates, and for as long as this Agreement is in effect and for a period of ​ years thereafter, a Party and its Affiliates (the “Receiving Party”) receiving Confidential Information of the other Party or its Affiliates (the “Disclosing Party”) shall # not disclose such Confidential Information to any Third Party without the prior written consent of the Disclosing Party, except for disclosures expressly permitted below, and # not use such Confidential Information for any purpose except those licensed or otherwise authorized or permitted by this Agreement. For clarity, all Confidential Information of Spero received by or disclosed to Northern hereunder shall be used by Northern only for ensuring that Spero complies with its obligations hereunder and for no other purposes.

Confidential Information. For purposes of this Agreement, "Confidential Information" means confidential information, to the extent it is not a trade secret, that is possessed by or developed for the Company and that relates to the Company's business or technology, including but not limited to computer program object and source codes, business plans and strategies, existing or proposed bids, technical developments, existing or proposed research projects, financial or business projections, investments, marketing plans and strategies, pricing and cost information, negotiations strategies, sales strategies, training information and materials, employee compensation and other employee information, customer or potential customer lists, customer purchasing history, and information generated for customer engagements. Confidential Information also includes information received by the Company from others which the Company has an obligation to treat as confidential, including information obtained in connection with customer engagements. Confidential Information shall not include information that is or becomes available to the public through no wrongful act or omission of Employee. The parties agree that the Company's Confidential Information was established at great expense and protected as confidential information and provides the Company with a substantial competitive advantage in conducting its business. The parties further agree that by virtue of the Employee's employment with the Company, Employee will have access to, and be entrusted with, Confidential Information and that the Company would suffer great loss and

injury if the Employee would disclose this information or use it to compete with the Company. Therefore, the Employee agrees that during the term of Employee's employment, and until the first to occur of # such time as the Confidential Information becomes generally available to the public through no fault of Employee, # such time as the Confidential Information no longer provides a benefit to the Company or # the second anniversary of the termination of Employee's employment with the Company, Employee will not, directly or indirectly, in any capacity, use or disclose, or cause to be used or disclosed, in any geographic area in which such use or disclosure could harm the Company's business interests, any Confidential Information. This provision does not prohibit Employee's use of general skills acquired prior to or during employment by the Company, as long as such use does not involve the use or disclosure of Confidential Information or trade secrets. The restrictions contained in this paragraph apply to Confidential Information regardless of the fact that the Employee may have participated in the discovery and the development of that information. Employee also agrees and acknowledges that Employee will comply with all applicable laws regarding insider trading or the use of material nonpublic information in connection with the trading of securities. For purposes of this section 8, Company shall include any subsidiaries of the Company.

Confidential Information. You agree that, during the Employment Term or at any time thereafter, you will not use for your own purposes, or disclose to or for the benefit of any third party, any trade secret, proprietary or non-public information relating to the [[Organization B:Organization]] (“Confidential Information”) (except as may be required by law but only after prior notice to [[Organization A:Organization]] (to the extent not prohibited by law) or in the performance of your duties hereunder consistent with the [[Organization B:Organization]]’s policies) and you will comply with any and all confidentiality obligations of the [[Organization B:Organization]] to a third party which you know or should know about, whether under agreement or otherwise. Confidential Information shall include, without limitation, trade secrets; inventions (whether or not patentable); technology and business processes; business, product or marketing plans; sales and other forecasts; financial information; client lists or other intellectual property; information relating to compensation and benefits; public information that becomes proprietary as a result of [[Organization A:Organization]]’s compilation of that information for use in its business; documents (including any electronic record, videotapes or audiotapes); and oral communications incorporating Confidential Information. Notwithstanding the foregoing, Confidential Information shall be deemed not to include information which # is or becomes generally available to the public other than as a result of a disclosure by you in violation of this Agreement or by any other person who directly or indirectly receives such information from you or at your direction in violation of this Agreement, or # is or becomes available to you on a non-confidential basis from a source which is entitled to disclose it to you.

Confidential Information. As used in this OEM Agreement, the term “Confidential Information” means # information disclosed in writing by one party to the other and marked confidential, # information disclosed orally by one party to the other and summarized in writing by the discloser and marked confidential within thirty (30) days of such oral disclosure, and # the Licensed Software and Documentation.

The Executive recognizes and acknowledges that the continued success of DeVry Group and its Affiliates depends upon the use and protection of a large body of confidential and proprietary information and that the Executive will have access to the entire universe of DeVry Group’s Confidential Information (as defined below in Section 10(b)), as well as certain confidential information of other Persons with which DeVry Group and its Affiliates do business, and that such information constitutes valuable, special and unique property of DeVry Group, its Affiliates and such other Persons.

Confidential Information. The Participant acknowledges that the Company has developed and will continue to develop unique concepts, lending practices, sales presentations, marketing programs, marketing strategies, business practices, methods of operation, pricing information, cost information, trademarks, licenses, technical information, proprietary information, computer software programs, computer tapes and disks concerning its operations systems, customer lists, customer leads, customer loan and financial information, documents identifying past, present and future customers, customer profiles and preference data, hiring and training methods, investment policies, financial and other confidential, proprietary and/or trade secret information concerning the Company’s operations and expansion plans (“Confidential Information”). The Confidential Information includes, without limitation, information about the Company’s business, proprietary, and technical information that is not known to others and could have economic value to others if improperly disclosed. Confidential Information also means any information the Company discloses to the Participant, either directly or indirectly, in writing, orally or by inspection of tangible objects, including, without limitation, information and technical data contained in the Company’s manuals, booklets, publications and materials, equipment of every kind and character, as well as documents, prototypes, samples, prospects, inventions, product ideas, know how, processes, plans (including, without limitation, marketing plans and strategies), specifications, designs, techniques, technology, formulas, software, improvements, forecasts, and research. Confidential Information does not include any information that is available to the public or, upon reasonable investigation, is ascertainable in the public domain or information generally known outside of the Company. The Participant’s obligations under this Section 5 regarding specific Confidential Information shall cease when that specific portion of the Confidential Information becomes publicly known, in its entirety and without combining portions of such information obtained separately.

Confidential Information. Executive acknowledges that by reason of his employment with Titan he has and will hereafter, from time to time during his Employment Term, and, if applicable, during the Extended Employment Term, become exposed to and/or become knowledgeable about proposals, plans, inventions, business practices, systems, programs, formulas, customer lists, and other forms of business information which are not known to Titan's competitors and which are not recognized as being encompassed within standard business management practices and which are not public but rather are kept secret and confidential by Executive (the "Confidential Information"). Executive therefore agrees that at no time during or after his employment will he disclose to any person or entity or use the Confidential Information for any purpose except as may be required in the prudent course of business for the benefit of Titan, provided, that any payment required to be made by Titan under the terms of this Agreement including the Exhibits hereto after termination of the employment of Executive shall be subject to a right of set-off, counterclaim, defense, abatement, suspension, deferment or reduction by reason of any claim against Executive based upon breach of the covenant in this Section 11 other than execution on an unsatisfied final judgment rendered by a court of competent jurisdiction. The aforesaid remedy of set off shall not be the Company’s sole remedy for the violation or breach by the Executive of the aforesaid covenant.

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