Example ContractsClausesConfidentiality and Non-Disclosure.
Confidentiality and Non-Disclosure.
Confidentiality and Non-Disclosure. contract clause examples

Non-Disclosure and Confidentiality. The Participant will not make known to any Competitor and/or any member, manager, officer, director, employee or agent of a Competitor, the Business Contacts of Employer. The Participant further covenants and agrees that at all times during Participant’s employment with the Company, and at all times thereafter, Participant shall not, without the prior written consent of the Company’s Chief Executive Officer, Chief Operating Officer or General Counsel in each and every instance—such consent to be within the Company’s sole and absolute discretion—use, disclose or make known to any person, entity or other third party outside of the Employer any Confidential Information belonging to Employer or its individual members. Notwithstanding the foregoing, the provisions of this paragraph shall not apply to Confidential Information: # that is required to be disclosed by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) in any litigation, arbitration, mediation or legislative hearing, with jurisdiction to order Participant to disclose or make accessible any information, provided, however, that Participant provides Company with ten (10) days’ advance written notice of such disclosure to enable Company to seek a protective order or other relief to protect the confidentiality of such Confidential Information; # that becomes generally known to the public or within the relevant trade or industry other than due to Participant’s or any third party’s violation of this [Section 3.10] or other obligation of confidentiality; or # that becomes available to Participant on a non-confidential basis from a source that is legally entitled to disclose it to Participant.

Confidentiality and Non-Disclosure. Except as otherwise provided in Paragraph 9 or Paragraph 17, you shall not at any time exploit, use, sell, publish, disclose, or communicate to any person, corporation or entity, either directly or indirectly, any trade secrets, privileged information, confidential information, business information or proprietary information regarding Company Group, including, without limitation, the terms of any agreements including this Agreement between Company or any of its affiliates and any third party, except that you may disclose the financial terms of this Agreement to tax authorities and the financial terms of this Agreement and any other information addressed in this Agreement either # to your attorneys and accountants as necessary to secure their advice; # as needed to enforce your rights or defend yourself against any claim which is dependent on or affected by the information being disclosed; or # with respect to any matter which is publicly known or available other than as a result of your breach of your obligations hereunder. You shall not during the one-year period following the date hereof, without the prior written approval of Executive Vice President, Corporate Communications and Marketing for Warner Music Group, discuss any Company Topic (as defined below) with any press or media representative, nor shall you provide any information regarding any Company Topic to any press or media representative. “Company Topic” shall mean any matter relating to Company or its affiliates, including any of their respective employees or artists. Except for any disclosure required by Warner Music Group Corp. as an SEC reporting company, neither you nor Company shall make any public announcement or any statement to any press or media representative concerning your termination or separation from Company other than any such announcement or statement which is approved in advance by both you and the Company. With respect to any disclosure required by Warner Music Group Corp. as an SEC reporting company, you will be given the advance opportunity to provide your input.

In consideration of the rights granted to the Executive hereunder, the Executive hereby agrees that during the term of this Agreement the Executive will hold in confidence the Company's Confidential and Proprietary Information and will use the Confidential and Proprietary Information for the sole benefit of the of the Company, whether communicated orally or in documentary or other tangible form. The parties to this Agreement recognize that the Company has invested considerable amounts of time and money in attaining and developing all of the information described above, and any unauthorized disclosure or release of such Confidential and Proprietary Information in any form would irreparably harm the Company. The only exceptions to this continuing non¬-disclosure requirement are situations in which the Executive is compelled by legal process to disclose confidential information or where the disclosure has been authorized in writing by either CoreCivic's President and Chief Executive Officer or CoreCivic's General Counsel.

You shall keep confidential, and shall not hereafter use or disclose to any person, firm, corporation, governmental agency, or other entity, in whole or in part, at any time in the future, any trade secret, proprietary information, or confidential information of the Company, including, but not limited to, information relating to trade secrets, processes, methods, pricing strategies, customer lists, marketing plans, product introductions, advertising or promotional programs, sales, financial results, financial records and reports, regulatory matters and compliance, sales commission and compensation plans and other confidential matters, except as necessary for compliance purposes and as required by applicable law, rule, regulation, legal process or order, including when required or requested pursuant to a court order, subpoena, or written request from an administrative agency or a legislature. These obligations are in addition to the obligations set forth in any confidentiality or non-disclosure agreement between You and the Company, including, without limitation, that certain Employee Confidentiality Agreement dated as of January 16, 2019 (“Confidentiality Agreement”), which shall survive and remain binding on You after the Employment Termination Date.

You shall keep confidential, and shall not hereafter use or disclose to any person, firm, corporation, governmental agency, or other entity, in whole or in part, at any time in the future, any trade secret, proprietary information, or confidential information of the Company, including, but not limited to, information relating to trade secrets, processes, methods, pricing strategies, customer lists, marketing plans, product introductions, advertising or promotional programs, sales, financial results, financial records and reports, regulatory matters and compliance, sales commission and compensation plans and other confidential matters, except as necessary for compliance purposes and as required by applicable law, rule, regulation, legal process or order, including when required or requested pursuant to a court order, subpoena, or written request from an administrative agency or a legislature. These obligations are in addition to the obligations set forth in any confidentiality or non-disclosure agreement between You and the Company, including, without limitation, that certain Employee Confidentiality Agreement dated as of October 22, 2018 (“Confidentiality Agreement”), which shall survive and remain binding on You after the Employment Termination Date.

Through the performance of the Consulting Services hereunder, Consultant shall have access to confidential and proprietary information of the Company, including some or all of the following documents, materials and information of the Company (collectively the “Confidential Information”): # business strategies, corporate opportunities, research, financial and sales data, pricing terms, evaluations, opinions, interpretations and acquisition prospects, # information relating to the identity of customers or their requirements, the identity of key contacts within customers’ organizations or within the organization of acquisition prospects, # information about, marketing and production plans or techniques; # customer and supplier lists, prospective customer information, current and anticipated customer requirements, distribution networks, price lists, market studies and business plans; # historical and projected sales data, financial data and projections, capital spending budgets and operating budgets; # employee and agent training techniques and materials and personnel files, # research and development plans or results, and # all other non-public information that gives the Company a competitive advantage by virtue of its not being publicly known.

Confidentiality and Non-Disclosure. The Company and the Executive acknowledge and agree that during the Executive’s employment with the Company, the Executive will have access to and may assist in developing Confidential Information and will occupy a position of trust and confidence with respect to the affairs and business of the Company and the Company Affiliates. The Executive agrees that the following obligations are necessary to preserve the confidential and proprietary nature of Confidential Information and to protect the Company and the Company Affiliates against misuse of such information:

Non-Disclosure and Confidentiality. The Participant will not make known to any Competitor and/or any member, manager, officer, director, employee or agent of a Competitor, the Business Contacts of Employer. The Participant further covenants and agrees that at all times during Participant’s employment with the Company, and at all times thereafter, Participant shall not, without the prior written consent of the Company’s [Chief Executive Officer, Chief Financial Officer or General Counsel] in each and every instance—such consent to be within the Company’s sole and absolute discretion—use, disclose or make known to any person, entity or other third party outside of the Employer any Confidential Information belonging to Employer or its individual members. Notwithstanding the foregoing, the provisions of this paragraph shall not apply to Confidential Information: # that is required to be disclosed by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) in any litigation, arbitration, mediation or legislative hearing, with jurisdiction to order Participant to disclose or make accessible any information, provided, however, that Participant provides Company with ten (10) days’ advance written notice of such disclosure to enable Company to seek a protective order or other relief to protect the confidentiality of such Confidential Information; # that becomes generally known to the public or within the relevant trade or industry other than due to Participant’s or any third party’s violation of this [Section 3.10] or other obligation of confidentiality; or # that becomes available to Participant on a non-confidential basis from a source that is legally entitled to disclose it to Participant.

Confidentiality and Non-Disclosure. You agree that the Nondisclosure, Developments and Non-Competition Agreement, dated March 12, 2008, between you and [[CarGurus:Organization]] (as successor in interest to [[CarGurus:Organization]] LLC) (the “NDA”) will remain in effect during the Consulting Period.

I agree that I will not divulge or disclose, directly or indirectly, the contents of the Settlement Letter, this General Release or any terms of settlement relating to the termination of my employment with the Employer, to any person including, without limiting the generality of the foregoing, any employees or former employees of the Employer, excepting my immediate family and any necessary communications with my legal and/or financial advisors on the express condition that they maintain the confidentiality thereof, or any disclosure which may be required by law. I further agree that I will not make any negative or unfavourable comment about my employment with the

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