Example ContractsClausesFull and Accurate Disclosure
Full and Accurate Disclosure
Full and Accurate Disclosure contract clause examples
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Disclosure. Employee shall promptly and fully disclose to the Company, and will hold in trust for the Company’s sole right and benefit, any Invention which Employee, during the period of her employment, makes, conceives, or reduces to practice, or causes to be made, conceived, or reduced to practice, either alone or in conjunction with others, that:

Disclosure. The Consultant agrees to promptly disclose to the Company all of its Work of Authorship and Intellectual Property and hereby agrees to execute all documents or do all other acts necessary in order to enable the Company to preserve and protect its rights in the Developments. Regardless of whether this Agreement has been terminated, the Consultant agrees to execute, acknowledge, and deliver any instruments, and to provide whatever other assistance is required to confirm the ownership by the Company of such rights in the Developments. Reasonable expenses incurred for such assistance shall be paid by the Company. No additional compensation shall be paid to the Consultant in respect of any of the matters referred to in this clause.

Disclosure. Notwithstanding any language in this Agreement to the contrary, disclosure by Melamed of any information or matter shall be permitted if it is made in response to an order of a court or governmental body or as otherwise required to be disclosed by law.

Full-time Employment. Subject to the other provisions of this Section 4, you agree to work full-time on your responsibilities as Chief Executive Officer of the Company. Without limiting the generality of the foregoing, you agree not to render full-time services of a business, professional or commercial nature to any other person, firm, or corporation; however, you may serve as an advisor or a board director to any other unrelated companies so long as such service does not interfere with your ability to comply with this Letter Agreement and is not competitive with or otherwise in conflict with the operations of the Company.

Section # Full Disclosure.

Except for the EnTrust Funds disclosed in Section 4.13(a) of the EnTrust Disclosure Schedule, Section 4.16(a) of the EnTrust Disclosure Schedule contains a complete and accurate list of each Client of the EnTrust Entities, setting forth # the Client’s name, # whether any EnTrust Entities advises such Client directly or indirectly and # the amount of AUM attributable to such Client.

Disclosure Updates. Borrower will, promptly and in no event later than 5 Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report furnished to Agent or the Lenders contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.

Non-Disclosure. Other than to the extent required by applicable securities laws, if and until such time as this Agreement becomes publicly disclosed by the Company in its required securities filings or otherwise, Employee shall not disclose the fact of this Agreement or any of its terms to any third parties other than to Employee’s spouse, tax and financial advisors, banks, creditors, or attorneys, each of whom, in turn shall be bound by this paragraph not to further disclose this Agreement. Employee agrees that any violation of this confidentiality provision will result in substantial and irreparable injury to Company. In the event of such a violation, in addition to the Company’s right to terminate any further payment or benefits as permitted under Paragraph 5, Employee will also be liable to Company for such economic damages and equitable relief as a Court may deem appropriate.

Authorized Disclosure. Except as otherwise provided herein, a Receiving Party may use and disclose Confidential Information of the Disclosing Party: # under appropriate confidentiality provisions substantially equivalent to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement; # to existing or prospective advisors, collaborators, (sub)licensees, partners or joint venturers, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement; and as # reasonably required under the circumstances, to a third party in connection with a change in ownership or management of the Receiving Party. In each of these authorized disclosures, the Receiving Party shall remain responsible for any failure by any person or entity who receives the Confidential Information from the Receiving Party under this Article 14 to treat such Confidential Information as required under this Article 14. Either Party may disclose this Agreement and any Work Orders as reasonably necessary to comply with that Party’s obligations under applicable securities law or regulations or per the rules of the U.S. Securities and Exchange Commission or any other securities exchange or similar organization.

Compelled Disclosure. Notwithstanding the foregoing limitations on disclosure, the Receiving Party may disclose such Confidential Information of the disclosing Party as is required by any law, rule, regulation, order, decision, decree, subpoena or other legal process to be disclosed, provided that, the Receiving Party first shall notify the disclosing Party (if permitted by law) of such request, and permit the disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information. The Receiving Party shall cooperate with the disclosing Party and provide reasonable assistance to the disclosing Party in seeking to obtain such protection. In any event, the Receiving Party shall only disclose that portion of the Confidential Information that it is reasonably required to comply with the order or Applicable Law.

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