Confidential Information. Provider shall immediately discontinue the use of and shall promptly return all Confidential Information associated with or respecting Manager in Provider’s possession, to Manager. Manager shall immediately discontinue the use of and shall promptly return all Confidential Information associated with or respecting Provider in Manager’s possession to Provider.

Confidential Information. Employee covenants and agrees not to reveal to any person, firm, or corporation any confidential information of any nature concerning the Employer or its business, or anything connected therewith. As used in this Section 10, the term “Confidential Information” means all of the Employer’s and its Affiliates’ confidential and proprietary information and trade secrets in existence on the date hereof or existing at any time during the term of this Agreement, including but not limited to –

Confidential Information. Employee acknowledges that he will occupy a position of trust and confidence and will have access to and learn substantial information about the Company and its respective affiliates and their operations that is confidential or not generally known in the industry including, without limitation, information that relates to purchasing, sales, customers, marketing, and the financial positions and financing arrangements of the Company and its respective affiliates. Employee agrees that all such information is proprietary or confidential, or constitutes trade secrets and is the sole property of the Company and/or its respective affiliates, as the case may be. Employee will keep confidential and will not reproduce, copy or disclose to any other person or firm, any such information or any documents or information relating [[Organization A:Organization]]'s or its respective affiliates' methods, processes, customers, accounts, analyses, systems, charts, programs, procedures, correspondence or records, or any other documents used or owned by the Company or any of its respective affiliates, nor will Employee advise, discuss with or in any way assist any other person, firm or entity in obtaining or learning about any of the items described in this section. Accordingly, Employee agrees that during the Employment Term and at all times thereafter Employee will not disclose, or permit or encourage anyone else to disclose, any such information, nor will Employee utilize any such information, either alone or with others, outside the scope of Employee's duties and responsibilities with the Company and its respective affiliates.

Confidential Information. Each Participant shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its Affiliated Companies, and their respective businesses, which shall have been obtained by the Participant during the Participant’s employment by the Company or any of its Affiliated Companies and which shall not be or become public knowledge (other than by acts by the Participant or representatives of the Participant in violation of this Plan). After termination of a Participant’s employment with the Company, the Participant shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this [Section 7.3] constitute a basis for deferring or withholding any amounts otherwise payable under this Plan.

Executive agrees and acknowledges that all non-public or proprietary information regarding the Company Group, whether or not maintained in written form and whether in digital, hardcopy, or other format, including all personal information, personnel information, financial data, investment data, commercial data, trade secrets, business plans, business models, cost and pricing information, organizational structures and models, blueprints, business strategies, strategies, internal controls, risk management, security procedures, internal industry studies, research and development efforts, marketing plans, information and materials, processes, inventions, devices, training manuals, computer programs, analytical models, templates and agreements, and all other non-public, proprietary or confidential information, concerning or provided by or on behalf of the Company Group, including information regarding any actual or prospective business opportunities, employment opportunities, finances, investments, other proprietary information and trade secrets, including, in each case, such information, observations and data obtained prior to the date of this Agreement concerning the business or affairs of any member of the Company Group or their predecessors (collectively, “Confidential Information”) are the property of such entity and Executive agrees that such entity has a protectable interest in such Confidential Information. Therefore, Executive agrees that Executive shall not (during the Employment Period or at any time thereafter) disclose to any Person or use any such Confidential Information without the prior written consent of the Board unless and to the extent that the aforementioned matters: # become or are generally known to and available for use other than as a result of Executive’s acts or omissions in breach of this Agreement, # are required to be disclosed by judicial process or law (provided that Executive, if possible under the circumstances, shall give prompt advance written notice of such requirement to the Company to enable the Company to seek an appropriate protective order or confidential treatment), or ((c) are in furtherance of Executive’s good faith performance of duties in respect of Executive’s employment with or service to any member of the Company Group in accordance with Company Group policy or applicable directive. Upon termination of this Agreement for any reason whatsoever, or at any time requested by the Company, Executive shall promptly deliver or cause to be delivered to the Company any and all Company property, including keys and keycards, computers, personal data assistants, cell phones, software, documents, manuals, records, notebooks and similar materials, including any copies thereof, regardless of whether such items constitute or contain Confidential Information (and not retain or otherwise have access to, including via any removable storage or file hosting service). Executive shall provide all passwords and locations of Confidential Information that are not located on the Company’s computers or servers. Executive shall not retain any Confidential Information on Executive’s personal computer, portable memory devices, phone or tablets following Executive’s Termination Date and shall make all personal devices readily available upon request by any member of the Company Group for the removal of Confidential Information. If Executive becomes aware of Confidential Information on any of Executive’s personal devices, including the devices listed in the prior sentence, the Executive shall promptly notify the Board of such Confidential Information and shall follow the instructions of the Board. Executive shall only destroy Confidential Information (or copies thereof) at the direction of the Board and in the manner provided by the Board.

For purposes of this Agreement, “Confidential Information” includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes, products, patents, sources of supply, customer dealings, data, source code, business plans, practices, methods, policies, publications, research, operations, strategies, techniques, agreements, transactions, potential transactions, negotiations, know-how, trade secrets, computer programs, computer software, applications, operating systems, software design, work-in-process, databases, records, systems, supplier information, vendor information, financial information, results, legal information, marketing and advertising information, pricing information, design information, personnel information, developments, reports, internal controls, graphics, drawings, market studies, sales information, revenue, costs, notes, communications, algorithms, product plans, designs, models, ideas, inventions, unpublished patent applications, original works of authorship, discoveries, experimental processes, experimental results, specifications, customer information, customer lists, distributor lists, and buyer lists of the Company or its subsidiaries, affiliates or any existing or prospective customer, supplier, investor or other associated third party, or of any other Person that has entrusted information to the Company in confidence. Employee understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. For purposes of this Agreement, “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

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.

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. 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.