Example ContractsClausesDefinition of Confidential Information
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The Executive recognizes that the services to be performed by the Executive hereunder are special, unique and extraordinary and that, by reason of such employment with the Company, the Executive has acquired and will continue to acquire Confidential Information (as defined below) concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, # knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or # disclose any such Confidential Information to any Person except # in the performance of the Executive’s obligations to the Company hereunder, # as required by applicable law, # in connection with the enforcement of the Executive’s rights under this Agreement, # in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or # with the prior written consent of the Board. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company and the Company Managed Funds, their investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s and/or the Company Managed Funds’ past, current and prospective portfolio companies); provided, however, that such term shall not include any information that # is or becomes generally known or available other than as a result of a disclosure by the Executive or # is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company.

Confidential Information. Executive reaffirms that any confidentiality agreement executed by Executive in favor of the Company remains in full force and effect in accordance with its terms.

Confidential Information. The Manager shall not disclose or furnish to anyone, either directly or indirectly, either during the terms of this Agreement or at any time thereafter, any confidential information pertaining to the Company or its business affairs ("Confidential Information"), nor shall the Manager use any Confidential Information for any purpose other than fulfilling obligations to the Company under this Agreement. The terms of this Agreement shall be further subject to the confidentiality provisions of [Section 7.2] of the Purchase Agreement.

Confidential Information. Employee acknowledges that as a consequence of his or her employment with the Company proprietary and confidential information relating to the Company’s business may be, or have been, disclosed to or developed or acquired by the Employee which is not generally known to the trade or the general public and which is of actual or potential value to the Company (“Proprietary Information”). Such Proprietary Information includes, without limitation, information about trade secrets, inventions, patents, licenses, research projects, costs, profits, markets, sales, customer lists, proprietary computer programs, proprietary records, and proprietary software; plans for future development, and any other information not available to the trade or the general public, including information obtained from or developed in conjunction with a third party that is subject to a confidentiality or similar agreement between the Company and such third party. The Employee acknowledges and agrees that his or her relationship with the Company with respect to such Proprietary Information has been and shall be fiduciary in nature. Consequently, during the remainder of, and after, his or her employment by the Company, the Employee shall not use any Proprietary Information for his or her own benefit, or for the benefit of any other person or entity or for any other purpose whatsoever other than the performance of his or her work for the Company, and the Employee shall maintain all such information in confidence and shall not disclose any thereof to any person other than employees of the Company authorized to receive such information. This obligation is in addition to any similar obligations the Employee may have pursuant to any other agreement, statute or common-law. Nothing herein, however, shall preclude the Employee from describing his or her duties with the Company in future job interviews. After the fifth anniversary of the end of the Employee’s employment by the Company, the term Proprietary Information shall be limited to information constituting trade secrets of the Company.

Confidential Information. The Company and the Executive covenant and agree that:

During the Term of this Agreement, the Distributor shall have the limited, non-exclusive, royalty-free right to use the Trademarks in connection with the promotion and sale of Products in the Territory, provided however that the Distributor obtain the Corporation’s prior written consent to use the Trademarks in catalogues, promotional materials, and advertising materials.

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.

Information Confidential. As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you.

Confidential Information. Executive recognizes and acknowledges that commencing as of her execution of this Agreement and at all times during her Employment Term, she has and will have access to confidential, proprietary, non-public information concerning the Company and its Affiliates, which may include, without limitation, # books and records relating to operations, finance, accounting, personnel and management, # cost, price, rate and volume data, future price, rate and trading plans, and test data, # product design and development, # records, computer software, customer lists, information obtained on competitors, and sales tactics, and # various other non-public trade or business information, including business opportunities, potential acquisitions, marketing, business diversification plans, acquisitions, methods and processes, and financial data and the like (collectively, the “Confidential Information”). Executive agrees that she will not at any time, either while employed by the Company or afterwards, make any independent use of, or disclose to any other person or organization (except as authorized by the Company or pursuant to law, court order or administrative process with subpoena powers) any of the Confidential Information.

Confidential Information. During the Term of this Agreement and either # for ​ after the Term, or # for ​ after a termination of this Agreement under [Section 6.3.2, 7.2.11]1]] or [Section 7.2.2], in either case, such termination occurring ​ after the Effective Date: # shall not use, for any purpose other than the purpose of this Agreement, or reveal or disclose Denali Confidential Information to any Third Party; # Denali shall not use, for any purpose other than the purpose of this Agreement, or reveal or disclose Confidential Information to any Third Party; and # each Party shall # treat such Confidential Information as it would its own proprietary information which in no event shall be less than a reasonable standard of care, and # take reasonable precautions to prevent the disclosure of such Confidential Information to a Third Party without written consent of the other Party. The Parties shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. Notwithstanding the foregoing, if termination occurs prior to the payment of the first milestone under [Section 4.3], then after such termination Denali cannot reveal or disclose Confidential Information to any Third Party, subject to [Section 10.2].

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