Example ContractsClausesInevitable Use of Proprietary Information
Inevitable Use of Proprietary Information
Inevitable Use of Proprietary Information contract clause examples

The Proprietary Information Agreement, dated November 10, 2004, between Consultant and the Company (the "Proprietary Information Agreement"), which imposes, among other things, obligations on Consultant with respect to confidentiality and assignment of inventions, shall remain in full force and effect.

Inevitable Use of Proprietary Information. Employee acknowledges and agrees that, after Employee's separation of employment, Employee will possess the Company's Proprietary Information which Employee would inevitably use if Employee were to engage in the conduct prohibited by [Section 5] (including each of its sub-sections), that such use would be unfair and extremely detrimental to the Company and, in view of the benefits provided to Employee in this Agreement, that such conduct on his or her part would be inequitable. Accordingly, Employee separately and severally agrees for the benefit of the Company to be bound by each of the covenants described above.

Inevitable Use of Proprietary Information. Consultant acknowledges and agrees that, following the termination of Consultant’s services, Consultant will possess the Proprietary Information which Consultant would inevitably use if Consultant were to engage in the conduct prohibited by [Section 4] (including each of its sub-sections), that such use would be unfair and extremely detrimental to the Company or any other member of the PEI Group and, in view of the benefits provided to Consultant in this Agreement, that such conduct on his or her part would be inequitable. Accordingly, Consultant separately and severally agrees for the benefit of the Company and the other members of the PEI Group to be bound by each of the covenants described above.

Proprietary Information. Executive agrees that all information, whether or not in writing, concerning the Company’s business, technology, business relationships or financial affairs that the Company has not released to the general public (collectively, “Proprietary Information”) and all tangible embodiments thereof are and will be the exclusive property of the Company. By way of illustration, Proprietary Information may include information or material that has not been made generally available to the public, such as: # corporate information, including plans, strategies, methods, policies, resolutions, negotiations or litigation; # marketing information, including strategies, methods, client or business partner identities or other information about customers or clients, business partners, prospect identities or other information about prospects, or market analyses or projections; # financial information, including cost and performance data, debt arrangements, equity structure, investors and holdings, purchasing and sales data and price lists; # operational and scientific information, including plans, specifications, manuals, forms, templates, software, pre-clinical and clinical testing data and strategies, research and development strategies, designs, methods, procedures, formulae, data, reports, discoveries, inventions, improvements, concepts, ideas, and other Developments (as defined below), know-how and trade secrets; and # personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data, performance evaluations and termination arrangements or documents. Proprietary Information also includes information received in confidence by the Company from its customers, suppliers, business partners or other third parties.

Proprietary Information. Each of Catalyst and Mosaic understands that the Research may involve access by the other Party to confidential, proprietary or trade secret information or materials of Catalyst or Mosaic, as applicable (each a “Disclosing Party”) (or their respective affiliates, licensors, suppliers, vendors, clients, customers or any other third party to whom the Disclosing Party owes a duty of confidentiality), in whatever form, tangible or intangible, whether disclosed or provided to the other Party before or after the execution of this Agreement (collectively, “Proprietary Information”). Proprietary Information further includes, without limitation, any trade secrets and know-how, and any: information, ideas or materials of a technical or creative nature, such as inventions, improvements, discoveries, developments, techniques, processes, research and development plans and results, reports, drawings, designs, specifications, works of authorship, data, formulas, files, patent applications, and other materials and concepts relating to Catalyst’s or Mosaic’s respective business, services, processes or technology.

Proprietary Information. The term “Proprietary Information” will mean any and all confidential and/or proprietary knowledge, data or information of the Company, its affiliates, parents and subsidiaries, which has economic value as a result of its remaining confidential, whether having existed, now existing, or to be developed during my employment, including information developed by me. By way of illustration but not limitation, “Proprietary Information” includes # trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques and any other proprietary technology and all Proprietary Rights therein (collectively, “Inventions”); # information regarding research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, margins, discounts, credit terms, pricing and billing policies, quoting procedures, methods of obtaining business, forecasts, future plans and potential strategies, financial projections and business strategies, operational plans, financing and capital-raising plans, activities and agreements, internal services and operational manuals,

Proprietary Information. At all times, the Executive will hold in strictest confidence and will not disclose, use, lecture upon or publish any Proprietary Information (defined below) of the Company or an Affiliate, except as such disclosure, use or publication may be required in connection with the Executive’s work for the Company or as described in Section 14(c) below, or unless the Company expressly authorizes such disclosure in writing. “Proprietary Information” shall mean any and all confidential and/or proprietary knowledge, data or information of the Company and its Affiliates and shareholders, including but not limited to information relating to financial matters, investments, budgets, business plans, marketing plans, personnel matters, business contacts, products, processes, know-how, designs, methods, improvements, discoveries, inventions, ideas, data, programs, and other works of authorship.

Proprietary Information. Executive represents and warrants that she has previously executed and delivered [[Organization A:Organization]] the Company’s standard Proprietary Information and Inventions Agreement.

Proprietary Information. Consultant agrees that at all times during the term of this Agreement and thereafter, Consultant will take all steps reasonably necessary to hold all Proprietary Information (defined below) in strictest confidence, will not disclose or use Proprietary Information in any manner or for any purpose not expressly set forth in this Agreement, and will not disclose any such Proprietary Information to any third party without first obtaining Aligos’s express written consent on a case-by-case basis. Consultant further agrees to take all reasonable precautions to prevent any unauthorized disclosure of the Proprietary Information including, but not limited to, ensuring that each employee, agent or representative of Consultant, if any, with access to any Proprietary Information is legally bound by obligations of non-disclosure and non-use at least as restrictive as those contained herein, and has been apprised of the duty and obligation to maintain and use Proprietary Information in accordance with the terms and conditions of this Agreement. “Proprietary Information” means any and all trade secrets, confidential knowledge, know-how, results, data or other proprietary information or materials of Aligos, and all information created or discovered by Consultant in the course of performing the Services hereunder. The Proprietary Information will remain the sole property of Aligos. Notwithstanding any other provision of this Agreement, the obligations of nondisclosure and non-use contained in this Agreement shall not apply with respect to any Proprietary Information that has been published or is otherwise readily available to the public other than by a breach of this Agreement.

Proprietary Information. As used in this Agreement, the term “Proprietary Information” means information or physical material not generally known or available outside the Company or information or physical material entrusted to the Company by third parties. This includes, but is not limited to, Inventions, confidential knowledge, copyrights, product ideas, techniques, processes, formulas, object codes, mask works and/or any other information of any type relating to documentation, laboratory notebooks, data, schematics, algorithms, flow charts, mechanisms, research, manufacture, improvements, assembly, installation, marketing, forecasts, sales, pricing, customers, the salaries, duties, qualifications, performance levels and terms of compensation of other employees, and cost or other financial data concerning any of the foregoing for the Company and its operations. Proprietary Information may be contained in material such as drawings, samples, procedures, specifications, reports, studies, customer or supplier lists, budgets, cost or price lists, compilations or computer programs, or may be in the nature of unwritten knowledge or know-how.

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