Example ContractsClausesAgreement to Maintain Confidentiality; Non-Disparagement.
Agreement to Maintain Confidentiality; Non-Disparagement.
Agreement to Maintain Confidentiality; Non-Disparagement. contract clause examples

As used in this Agreement, “Confidential Information” shall include all confidential and proprietary information of [[Nucor:Organization]], including, without limitation, any of the following information to the extent not generally known to third persons: financial and budgetary information and strategies; plant design, specifications, and layouts; equipment design, specifications, and layouts; product design and specifications; manufacturing processes, procedures, and specifications; data processing or other computer programs; research and development projects; marketing information and strategies; customer lists; vendor lists; supplier lists; information about customer preferences and buying patterns; information about supplier and vendor preferences and patterns; information about prospective customers, vendors, suppliers or business opportunities; proprietary information with respect to any [[Nucor:Organization]] employees; proprietary information of any customers, suppliers or vendors of [[Nucor:Organization]]; information about [[Nucor:Organization]]’s costs and the pricing structure used in sales to customers or purchases from suppliers or vendors; information about [[Nucor:Organization]]’s overall corporate business strategy; and technological innovations used in [[Nucor:Organization]]’s business, to the extent that such information does not fall within the definition of Secret Information.

During Executive’s employment with [[Nucor Corporation:Organization]] and at all times after the termination of Executive’s employment with [[Nucor Corporation:Organization]], # Executive covenants and agrees to treat as confidential all Confidential Information submitted to Executive or received, compiled, developed, designed, produced, accessed, or otherwise discovered by the Executive from time to time while employed by [[Nucor Corporation:Organization]], and # Executive will not disclose or divulge the Confidential Information to any person, entity, firm or company whatsoever or use the Confidential Information for Executive’s own benefit or for the benefit of any person, entity, firm or company other than [[Nucor Corporation:Organization]]. This restriction will apply throughout the world; provided, however, that if the restrictions of this Section 11(a) when applied to any specific piece of Confidential Information would prevent Executive from using Executive’s general knowledge or skills in competition with [[Nucor Corporation:Organization]] or would otherwise substantially restrict the Executive’s ability to fairly compete with [[Nucor Corporation:Organization]], then as to that piece of Confidential Information only, the scope of this restriction will apply only for the Restrictive Period (as defined below).

During Executive’s employment with [[Nucor Corporation:Organization]] and at all times after the termination of Executive’s employment with [[Nucor Corporation:Organization]], # Executive covenants and agrees to treat as confidential all Confidential Information submitted to Executive or received, compiled, developed, designed, produced, accessed, or otherwise discovered by the Executive from time to time while employed by [[Nucor Corporation:Organization]], and # Executive will not disclose or divulge the Confidential Information to any person, entity, firm or company whatsoever or use the Confidential Information for Executive’s own benefit or for the benefit of any person, entity, firm or company other than [[Nucor Corporation:Organization]]. This restriction will apply throughout the world; provided, however, that if the restrictions of this Section 11(a) when applied to any specific piece of Confidential Information would prevent Executive from using Executive’s general knowledge or skills in competition with [[Nucor Corporation:Organization]] or would otherwise substantially restrict the Executive’s ability to fairly compete with [[Nucor Corporation:Organization]], then as to that piece of Confidential Information only, the scope of this restriction will apply only for the Restrictive Period (as defined below).

Agreement to Maintain Confidentiality. The Key Holder shall not divulge, use, furnish, disclose or make available to any Person, any confidential, proprietary or trade secret information related to the assets, business or affairs of the Company, the Acquiror or any of their respective Affiliates or Subsidiaries or any of their respective customers, suppliers, licensees or licensors, including without limitation any information concerning pricing practices, marketing plans, market studies, client development plans, business plans, financial data, employee information and technical processes, unique business processes, software, software source codes, data processing, sales information, compensation and finances, cost and pricing information, assets, technology, data, accounting, business methods and practices, computer software and programs, database systems, structures and architecture (and related processes, compositions, improvements, devices, inventions, discoveries, concepts, ideas, designs, methods and information), and any other information that reveals the processes, methodologies, or know-how by which existing or future products or services are developed, conducted, or operated of the Company, Acquiror and their respective Affiliates (hereinafter called, “Confidential Information”), except as required by Law. For the avoidance of doubt, Confidential Information shall include all information in whatever form, including but not limited to all memoranda, notes, plans, records, reports and software and other documents, data and other tangible materials (and copies thereof) containing or relating to Confidential Information, including any such materials prepared by or for Key Holder. Confidential Information shall not include any data or information that is or becomes available to the public other than as a result of a breach of this Agreement, including by the disclosure of Key Holder. Notwithstanding the foregoing, Key Holder may disclose Confidential Information at such times, in such manner and to the extent such disclosure is required by applicable law, provided that Key Holder, # provides Acquiror with prior written notice thereof, # limits such disclosure to what is strictly required and # attempts to preserve the confidentiality of any Confidential Information so disclosed. Nothing in this Agreement reduces any obligation of Key Holder to comply with applicable laws or orders relating to trade secrets, confidential information and unfair competition. At any time as Acquirer may request, Key Holder shall deliver to such Acquirer Company all records containing any Confidential Information that Key Holder may then possess or have under Key Holder’s control.

Employee understands and agrees that the terms of this Agreement are intended to be confidential. Accordingly, Employee agrees that Employee will not disclose the existence or terms of this Agreement, or the negotiations resulting in this Agreement, to any third party, other than Employee’s attorney, spouse, and tax advisor, except as may be required by a court or governmental agency with authority to compel such disclosure, without the express written authorization of the Bank.

During Executive’s employment with [[Nucor Corporation:Organization]] and at all times after the termination of Executive’s employment with [[Nucor Corporation:Organization]], # Executive covenants and agrees to treat as confidential all Confidential Information submitted to Executive or received, compiled, developed, designed, produced, accessed, or otherwise discovered by the Executive from time to time while employed by [[Nucor Corporation:Organization]], and # Executive will not disclose or divulge the Confidential Information to any person, entity, firm or company whatsoever or use the Confidential Information for Executive’s own benefit or for the benefit of any person, entity, firm or company other than [[Nucor Corporation:Organization]]. This restriction will apply throughout the world; provided, however, that if the restrictions of this Section 11(a) when applied to any specific piece of Confidential Information would prevent Executive from using Executive’s general knowledge or skills in competition with [[Nucor Corporation:Organization]] or would otherwise substantially restrict the Executive’s ability to fairly compete with [[Nucor Corporation:Organization]], then as to that piece of Confidential Information only, the scope of this restriction will apply only for the Restrictive Period (as defined below).

You acknowledge and agree that you are bound by certain confidentiality, non-solicitation and other covenants set forth in the Confidentiality Agreement between you and the Company, dated June 6, 2014, and the Non-Disclosure and Non-Solicitation Agreement and Acknowledgement between you and the Company, dated August 5, 2013 (together, the “Confidentiality Agreements”). You hereby reaffirm the covenants and provisions set forth in the Confidentiality Agreements. Nothing in this Agreement, the Confidentiality Agreements, or the Company’s standard confidentiality policies and procedures in effect from time to time shall prevent your truthful testimony as a witness, participation in an Investigation, or disclosure of wrongdoing to law enforcement or regulatory agencies of competent jurisdiction, including, without limitation, the Equal Employment Opportunity Commission (EEOC), National Labor Relations Board (NLRB), Occupational Safety and Health Administration (OSHA), the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System (FRB), the Federal Deposit Insurance Corporation (FDIC) or California Department of Business Oversight (DBO), or prohibit you from divulging confidential or proprietary information to the extent required by order of court or agency of competent jurisdiction.

During Executive’s employment with [[Nucor Corporation:Organization]] and at all times after the termination of Executive’s employment with [[Nucor Corporation:Organization]], # Executive covenants and agrees to treat as confidential all Confidential Information submitted to Executive or received, compiled, developed, designed, produced, accessed, or otherwise discovered by the Executive from time to time while employed by [[Nucor Corporation:Organization]], and # Executive will not disclose or divulge the Confidential Information to any person, entity, firm or company whatsoever or use the Confidential Information for Executive’s own benefit or for the benefit of any person, entity, firm or company other than [[Nucor Corporation:Organization]]. This restriction will apply throughout the world; provided, however, that if the restrictions of this Section 11(a) when applied to any specific piece of Confidential Information would prevent Executive from using Executive’s general knowledge or skills in competition with [[Nucor Corporation:Organization]] or would otherwise substantially restrict the Executive’s ability to fairly compete with [[Nucor Corporation:Organization]], then as to that piece of Confidential Information only, the scope of this restriction will apply only for the Restrictive Period (as defined below).

You acknowledge and agree that you are bound by certain confidentiality, non-solicitation and other covenants set forth in the Confidentiality Agreement between you and the Company, dated June 8, 2015 (the “Confidentiality Agreements”). You hereby reaffirm the covenants and provisions set forth in the Confidentiality Agreements. Nothing in this Agreement, the Confidentiality Agreements, or the Company’s standard confidentiality policies and procedures in effect from time to time shall prevent your truthful testimony as a witness, participation in an Investigation, or disclosure of wrongdoing to law enforcement or regulatory agencies of competent jurisdiction, including, without limitation, the Equal Employment Opportunity Commission (EEOC), National Labor Relations Board (NLRB), Occupational Safety and Health Administration (OSHA), the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System (FRB), the Federal Deposit Insurance Corporation (FDIC) or California Department of Business Oversight (DBO), or prohibit you from divulging confidential or proprietary information to the extent required by order of court or agency of competent jurisdiction.

During Executive’s employment with [[Nucor Corporation:Organization]] and at all times after the termination of Executive’s employment with [[Nucor Corporation:Organization]], # Executive covenants and agrees to treat as confidential all Confidential Information submitted to Executive or received, compiled, developed, designed, produced, accessed, or otherwise discovered by the Executive from time to time while employed by [[Nucor Corporation:Organization]], and # Executive will not disclose or divulge the Confidential Information to any person, entity, firm or company whatsoever or use the Confidential Information for Executive’s own benefit or for the benefit of any person, entity, firm or company other than [[Nucor Corporation:Organization]]. This restriction will apply throughout the world; provided, however, that if the restrictions of this Section 11(a) when applied to any specific piece of Confidential Information would prevent Executive from using Executive’s general knowledge or skills in competition with [[Nucor Corporation:Organization]] or would otherwise substantially restrict the Executive’s ability to fairly compete with [[Nucor Corporation:Organization]], then as to that piece of Confidential Information only, the scope of this restriction will apply only for the Restrictive Period (as defined below).

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