Example ContractsClausesAdditional Protection of Confidential Information
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Additional Protection of Confidential Information. For and in consideration of the benefits set forth in this Agreement as well as for the benefits provided by the Company in the Restricted Stock Award Agreement granted on the Effective Date (“Restricted Stock Award Agreement”), the Company and Executive agree to the non-competition provisions of this [Section 7]. Further, the Executive agrees that due to the Executive’s knowledge of the Confidential Information, the Executive would inevitably use and/or disclose that information, in breach of the Executive’s confidentiality and non-disclosure obligations under this Agreement, if the Executive worked in certain capacities or engaged in certain activities for a period of time following the termination of the Executive’s employment relationship with the Company, specifically in the position which involved either # responsibility and decision-making authority or input at the executive level regarding any subject, # responsibility or decision-making authority or input at any management level in the Executive’s individual area of assignment with the Company, or # responsibility or decision-making authority or input that otherwise allows for the use of the Confidential Information for the benefit of any person (including the Executive) or entity that competes with the Company. Therefore, for two (2) years following the termination of Executive’s employment with the Company for any reason, the Executive agrees not to be employed by, consult for or otherwise act on behalf of any person or entity (without regard to geographic location) for a business that competes with the Company. For purposes of the foregoing, a business shall be deemed to compete with the Company if such business # operates apparel stores in small markets (populations of less than 25,000) and # operates a significant number of its apparel stores (75% or more of its total apparel stores) in 10,000 to 30,000 square foot formats. In addition, the Executive and the Company expressly agree that regardless of the requirements set forth in 7.1(a) and (b), the following entities (including their respective parents, subsidiaries, affiliates and divisions) compete with the Company and are subject to the provisions of this [Section 7]: Macy’s, Inc., Kohl’s Corporation, Ulta Salon, Cosmetics & Fragrance, Inc., Belk, Inc., J.C. Penney Company, Inc., Gordmans Stores, Inc., Dillards, Inc., The Bon-Ton Stores, Inc., Beall’s, Inc., Stein Mart, Inc., The TJX Companies, Inc., Ross Stores, Inc., Ascena Retail Group, Inc., The Cato Corporation, Hibbett Sports Inc., Academy, Ltd., Francesca’s Holdings Corporation, and Charming Charlie LLC. The Executive acknowledges that this commitment is intended to protect the Confidential Information and is not intended to be applied or interpreted as a covenant against competition.

Protection of Confidential Information. You shall at all times, including after any termination of your employment with the Company or any Related Company, preserve the confidentiality of all Confidential Information (defined below) of the Company or any Related Company, and you shall not use for the benefit of yourself or any person, other than the Company or a Related Company, or disclose to any person, except and to the extent that disclosure of such information is authorized under applicable laws or regulations (e.g., “whistleblower” laws such as 18 USC 1833(b) described below), any Confidential Information or trade secrets of the Company or any Related Company. “Confidential Information” means any information or data related to the Company or any Related Company, including information entrusted to the Company or a Related Company by others, which has not been fully disclosed to the public by the Company or a Related Company, which is treated as confidential or otherwise protected within the Company or any Related Company or is of value to competitors, such as: trade secrets; strategic or tactical business plans; undisclosed business, operational or financial data; ideas, processes, methods, techniques, systems, models, devices, programs, computer software, or related information; documents relating to regulatory matters or correspondence with governmental entities; information concerning any past, pending, or threatened legal dispute; pricing or cost data; the identity, reports or analyses of business prospects; business transactions (including those that are contemplated or planned); research data; personnel information or data; identities of suppliers to the Company or any Related Company or users or purchasers of the Company’s or Related Company’s products or services; the Agreement to which this [Exhibit B] is attached; and any other non-public information pertaining to or known by the Company or a Related Company, including confidential or non-public information of a third party that you know or should know the Company or a Related Company is obligated to protect. For the avoidance of doubt, any information that becomes publicly known through no fault of mine shall not be considered “Confidential Information” for purposes of this Agreement after it becomes publicly known. Section 18 USC 1833(b) provides that “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and # solely for the purpose of reporting or investigating a suspected violation of law; or # is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).

Protection of Confidential Information. The Employee acknowledges that prior to the Employment Date the Employee has had access to, and during the course of the Employee’s employment hereunder will have access to, significant Confidential Information (defined below). During the Restriction Period, # the Employee shall maintain all Confidential Information in strict confidence and shall not disclose any Confidential Information to any other Person, except as necessary in connection with the performance of the Employee’s duties and obligations under this Agreement, or as the Employee may be compelled to disclose by law and # the Employee shall not use any Confidential Information for any purpose whatsoever except in connection with the performance of the Employee’s duties and obligations under this Agreement.

Protection of Confidential Information. Indemnitee acknowledges and agrees that the continued success of the Company depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or to be developed in the future will be referred to in this Agreement as “Confidential Information.” Confidential Information will be interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is # related to the Company’s current or potential business and # is not generally or publicly known. Confidential Information includes, without limitation, the information, trade secrets, observations and data obtained by Indemnitee during the course of his/her service as a director and/or officer of the Company concerning the business and affairs of the Company and its subsidiaries and includes third party confidential information. Therefore, Indemnitee agrees that he/she shall not, at any time during or after his/her service as a director and/or officer of the Company or any subsidiary of the Company, disclose to any unauthorized person or use for his/her own account any of such Confidential Information without the prior written consent of the Company, unless and to the extent that any Confidential Information # becomes generally known to and available for use by the public other than as a result of Indemnitee’s acts or omissions or # is required to be disclosed pursuant to any applicable law or court order, provided that with respect to [clause (ii)], Indemnitee shall at the earliest practicable date provide a copy of the subpoena or court order to the Company’s general counsel. Indemnitee agrees to deliver to the Company at the end of his/her service as a director and/or officer of the Company, or at any other time upon request, all tools, supplies and Confidential Information, along with all copies thereof.

PROTECTION OF COMPANY’S CONFIDENTIAL INFORMATION. Consultant acknowledges that it shall have access to the Company’s trade secrets and other nonpublic information belonging to the Company, its affiliated companies, partners, joint ventures, or clients in connection with the performance of this Agreement, including, without limitation, trade secrets, know-how, business plans, information and knowledge pertaining to products, services, inventions, discoveries, improvements, innovations, designs, ideas, manufacturing, advertising, marketing, vendors, distribution and sales methods, sales and profit figures, pricing, cost structure, customer and client lists and relationships between the Company and dealers, distributors, sales representatives, customers, clients, suppliers and others who have business dealings with them (collectively, “Confidential Information”). Consultant shall at all times maintain such Confidential Information in strict confidence and shall not divulge it to third parties and shall not use it for purposes outside the scope of this Agreement without the prior written consent of the Company. Under no circumstances will Consultant convert Confidential Information for personal use, gain, or benefit or to the personal use, gain or benefit of any third party unless the Company has expressly authorized Consultant in writing to do so. This paragraph shall not apply to Confidential Information if: # the information was in Consultant’s possession, as shown by written records, prior to the time that the Company disclosed it to Consultant and was not obtained directly or indirectly from the Company, # the information is or later becomes a part of the public domain through no act or omission on the part of Consultant, or # the information is obtained by Consultant from a third party who did not receive the same, directly or indirectly, from the Company. Consultant further agrees that Consultant will not, without the prior written consent of the Company, disclose to any third party or use for purposes outside of the scope of this Agreement any information conceived, developed or prepared by Consultant in the performance of this Agreement, except to the extent that said information falls within one of the categories described in [(b) or (c) above]. At any time that the Company requests Consultant to do so, Consultant shall immediately return to the Company all documents containing Confidential. Information and shall not retain any copies of same, either in hard copy, in electronic form, or in any other form. Consultant’s obligations under this paragraph shall supersede and replace Consultant’s obligations under any nondisclosure or confidentiality agreement previously executed by the parties hereto and shall survive the termination or expiration of this Agreement.

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” means, collectively, all information (whether written or oral, or in electronic or other form, and whether furnished before, on or after the date of this Agreement) concerning, or relating in any way, directly or indirectly, to the other party (“Disclosing Party”), the Sale Agreement, or the Purchased Receivables, including any Medexus Reports, notices, requests, correspondence or other information furnished pursuant to this Agreement and any other reports, data, information, materials, notices, correspondence or documents of any kind relating in any way, directly or indirectly, to the Purchased Receivables. Notwithstanding the foregoing, “Confidential Information” shall not include the existence or terms of this Agreement, or any information that # was known by Receiving Party at the time such information was disclosed to Receiving Party, its Affiliates or its or its Affiliates’ Representatives in accordance herewith or in accordance with the Confidentiality Agreement, as evidenced by its written records; # was or becomes generally available to the public or part of the public domain (other than as a result of a disclosure by Receiving Party, its Affiliates or its or its Affiliates’ Representatives in violation of this Agreement or the Confidentiality Agreement) prior to any disclosure of such information by Receiving Party, its Affiliates or its or its Affiliates’ Representatives; # becomes known to Receiving Party on a non-confidential basis from a source other than Disclosing Party and its Representatives (and without any breach of this Agreement or the Confidentiality Agreement by Receiving Party, its Affiliates or its or its Affiliates’ Representatives); provided, that such source, to the knowledge of Receiving Party, had the right to disclose such information to Receiving Party (without breaching any legal, contractual or fiduciary obligation to Disclosing Party); or # is or has been independently developed by Receiving Party, its Affiliates or its or its Affiliates’ Representatives without use of or reference to the Confidential Information (as evidenced by contemporaneous written records).

Confidential Information. CEO recognizes the interests of USPB and its Affiliates in maintaining the confidential nature of its respective proprietary information. CEO shall not, during the Term or at any time after the termination of employment with the USPB, in any manner that does not promote the interests of USPB and its Affiliates, directly or indirectly, publish, disclose or use, or authorize anyone else to publish, disclose or use, any secret, confidential or proprietary information of USPB, or its Affiliates which USPB and its Affiliates intend to be maintained as confidential information that is in the public domain through no fault of CEO, which is information acquired by CEO in connection with CEO's employment with USPB or work with the USPB prior to the date of this agreement and relates to any aspect of the operations, activities, research, investigations or obligations of USPB, or its Affiliates, including confidential material or information relating to the business, customers, suppliers, trade or industrial practices, trade secrets, technology, know-how or intellectual property of USPB and its Affiliates (collectively, the "Confidential Information"). Confidential Information does not include all records, files, data, documents and the like relating to suppliers, customers, costs, prices, systems, methods, personnel, equipment and other materials relating to USPB, or the its Affiliates (including, but not limited to, the Confidential Information), shall be and remain the sole property of USPB or its Affiliates. Any disclosure of Confidential Information by the CEO shall include appropriate protection for the type of information to protect USPB's interests in the Confidential Information. Upon termination of CEO's employment with USPB, CEO shall not remove from USPB's premises, or retain, any of the Confidential Information materials described in this Section.

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Confidential Information. Except to the extent required in the performance of his duties hereunder, the Officer shall not at any time while he is employed by the Company or after termination of his employment, directly or indirectly, disclose, disseminate or otherwise publish "confidential information." For purposes of this Agreement, the term "confidential information" means information and know-how disclosed to or known by the Officer which relates to the conduct of the Business by the Company or any business activity under development or research by the Company or which is a business opportunity of the Company and which information has not become a matter of general public knowledge or is not a matter of general knowledge within the Company's industry, including without limitation, trade secrets, proprietary data and bid and contractor and subcontractor information. "Confidential Information" shall also include any document or information (whether of the Company or of any person with which the Company has an agreement with respect to the confidentiality of information) labeled "confidential," "proprietary," or words of similar import and which has not become a matter of general public knowledge and is not a matter of general knowledge within the Company's industry. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement prohibits or restricts the Officer from lawfully: # initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law; # responding to any inquiry or legal process directed to the Officer individually (and not directed to the Company) from any such Governmental Authorities; # testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or # making any other disclosures that are protected under the whistleblower provisions of any applicable law.

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