Executive acknowledges that during the course of Executive’s employment with the Company Executive will necessarily have access to and make use of proprietary information and confidential records of the Group. Executive covenants that Executive shall not, during Executive’s employment or at any time thereafter, directly or indirectly, use for Executive’s own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: # the software products, programs, applications, and processes utilized by the Group; # the name and/or address of any customer, vendor, distributor or supplier of the Group or any information concerning the transactions or relations of any customer, vendor, distributor or supplier of the Group with the Group or any of its partners, principals, directors, officers or agents; # any information concerning any product, technology, or procedure employed by the Group but not generally known to its or their customers, vendors, distributors, suppliers or competitors, or under development by or being tested by the Group but not at the time offered generally to customers, vendors, distributors or suppliers; # any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Group; # any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Group; # any business plans, budgets, advertising or marketing plans; # any information contained in any of the written or oral policies and procedures or manuals of the Group; # any information belonging to customers, vendors, distributors or suppliers of the Group or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; # any inventions, innovations or improvements covered by this Agreement; # information regarding the Company’s current employees and their assigned duties and compensation; # all written, graphic, electronic, digital, and other material relating to any of the foregoing; and # all trade secrets of the Group. Executive acknowledges and understands that information that is not novel or copyrighted or patented or a trade secret may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public through no direct or indirect efforts of Executive or information that is or becomes available to Executive on a non-confidential basis from a source other than the Group, or the directors, officers, employees, partners, principals or agents of the Group (other than as a result of a breach of any obligation of confidentiality).
Proprietary Information. Executive acknowledges that during the course of Executive’shis employment with the Company Executivehe will necessarily have access to and make use of proprietary information and confidential records of the Group.Company and its affiliates. Executive covenants that Executivehe shall not,not during Executive’shis employment or at any time thereafter, directly or indirectly, use for Executive’shis own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: # the software products, programs, applications, and processes utilized by the Group;Company or any of its affiliates; # the name and/or address of any customer, vendor, distributor or supplier of the GroupCompany or any of its affiliates or any information concerning the transactions or relations of any customer, vendor, distributor or supplier of the Group with the GroupCompany or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; # any information concerning any product, technology, or procedure employed by the GroupCompany or any of its affiliates but not generally known to its or their customers, vendors, distributors, suppliers or competitors, or under development by or being tested by the GroupCompany or any of its affiliates but not at the time offered generally to customers, vendors, distributors or suppliers; # any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Group;Company or any of its affiliates; # any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Group;Company or any of its affiliates; # any business plans, budgets, advertising or marketing plans; # any information contained in any of the written or oral policies and procedures or manuals of the Group;Company or any of its affiliates; # any information belonging to customers, vendors, distributors or suppliers of the GroupCompany or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; # any inventions, innovations or improvements covered by this Agreement; # information regarding the Company’s current employees and their assigned duties and compensation; and # all written, graphic, electronic, digital, and other material relating to any of the foregoing; and # all trade secrets of the Group.foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented or a trade secret may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public through no direct or indirect efforts of Executive or information that is or becomes available to Executive on a non-confidential basis from a source other than the Group,Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the GroupCompany or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).
Executive agrees and acknowledges that duringall non-public or proprietary information regarding the courseCompany 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 Executive will necessarily have access to and make useGroup in accordance with Company Group policy or applicable directive. Upon termination of proprietary information and confidential records of the Group. Executive covenants that Executive shall not, during Executive’s employmentthis Agreement for any reason whatsoever, or at any time thereafter, directly or indirectly, use for Executive’s own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writingrequested by the Company, Executive shall promptly deliver or iscause 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 requiredhave 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 law.any member of the Company Group for the removal of Confidential Information. If Executive acknowledgesbecomes 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 understands thatshall follow the term “proprietary information” includes, but is not limited to: #instructions of the software products, programs, applications,Board. Executive shall only destroy Confidential Information (or copies thereof) at the direction of the Board and processes utilizedin the manner provided by the Group; # the name and/or address of any customer, vendor, distributor or supplier of the Group or any information concerning the transactions or relations of any customer, vendor, distributor or supplier of the Group with the Group or any of its partners, principals, directors, officers or agents; # any information concerning any product, technology, or procedure employed by the Group but not generally known to its or their customers, vendors, distributors, suppliers or competitors, or under development by or being tested by the Group but not at the time offered generally to customers, vendors, distributors or suppliers; # any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Group; # any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Group; # any business plans, budgets, advertising or marketing plans; # any information contained in any of the written or oral policies and procedures or manuals of the Group; # any information belonging to customers, vendors, distributors or suppliers of the Group or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; # any inventions, innovations or improvements covered by this Agreement; # information regarding the Company’s current employees and their assigned duties and compensation; # all written, graphic, electronic, digital, and other material relating to any of the foregoing; and # all trade secrets of the Group. Executive acknowledges and understands that information that is not novel or copyrighted or patented or a trade secret may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public through no direct or indirect efforts of Executive or information that is or becomes available to Executive on a non-confidential basis from a source other than the Group, or the directors, officers, employees, partners, principals or agents of the Group (other than as a result of a breach of any obligation of confidentiality).Board.
Executive acknowledges that the Company possesses certain confidential and propriety information that has been revealed to him or learned by Executive during the course of Executive’s employment with the Company Executive will necessarily have accessand that it would be unfair to and make use of proprietarythat information and confidential records ofor knowledge to compete with or to otherwise disadvantage the Group. Executive covenants thatCompany. Executive shall not, duringat any time following the end of Executive’s employment or at any time thereafter,with the Company, directly or indirectly, use for Executive’disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company's own purposeadvisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or forwith the benefitprior written consent of any person or entity other than the Company, nor otherwise discloseBoard of Directors, to any individualperson, firm, corporation, or other entity, any proprietary information, unless such disclosure is made inconfidential information acquired by him during the good faith performancecourse of, or as an incident to, his employment or the rendering of Executive’s dutieshis advisory or consulting services hereunder, has been authorized in writing by the Company, or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: # the software products, programs, applications, and processes utilized by the Group; # the name and/or address of any customer, vendor, distributor or supplier of the Group or any information concerning the transactions or relations of any customer, vendor, distributor or supplier of the Group with the Group or any of its partners, principals, directors, officers or agents; # any information concerning any product, technology, or procedure employed by the Group but not generally known to its or their customers, vendors, distributors, suppliers or competitors, or under development by or being tested by the Group but not at the time offered generally to customers, vendors, distributors or suppliers; # any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Group; # any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Group; # any business plans, budgets, advertising or marketing plans; # any information contained in any of the written or oral policies and procedures or manuals of the Group; # any information belonging to customers, vendors, distributors or suppliers of the Group or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; #subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any inventions, innovationssupplier or improvements coveredcustomer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by this Agreement; # information regarding the Company’s current employees and their assigned duties and compensation; # all written, graphic, electronic, digital, and other material relating to any of the foregoing; and # all trade secretsforegoing, or in which any of the Group. Executive acknowledges and understands thatforegoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information that is not novel or copyrighted or patented or a trade secret may nonetheless be proprietary information. The term “proprietary information”shall include, but shall not include information thatbe limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes generallypublicly available to and known by the public through no direct or indirect efforts of Executive or information that is or becomes available to Executive on a non-confidential basis from a source other than the Group, or the directors, officers, employees, partners, principals or agents of the Group (other than as a result ofpursuant to a breach of any obligation of confidentiality).this paragraph 5(a) by Executive.
Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to, or learned by, Executive during the course of Executive’s employment with the Company Executive will necessarily have accessand that it would be unfair to and make use of proprietarythat information and confidential records ofor knowledge to compete with or to otherwise disadvantage the Group. Executive covenants thatCompany. Executive shall not, during Executive’s employmentthe Term of Employment or at any time thereafter,following the Term of Employment, directly or indirectly, use for Executive’disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company's own purposeadvisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or forwith the benefitprior written consent of any person or entity other than the Company, nor otherwise discloseBoard of Directors, to any individualperson, firm, corporation, or other entity, any proprietary information, unless such disclosure is made inconfidential information acquired by him during the good faith performancecourse of, or as an incident to, his employment or the rendering of Executive’s dutieshis advisory or consulting services hereunder, has been authorized in writing by the Company, or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: # the software products, programs, applications, and processes utilized by the Group; # the name and/or address of any customer, vendor, distributor or supplier of the Group or any information concerning the transactions or relations of any customer, vendor, distributor or supplier of the Group with the Group or any of its partners, principals, directors, officers or agents; # any information concerning any product, technology, or procedure employed by the Group but not generally known to its or their customers, vendors, distributors, suppliers or competitors, or under development by or being tested by the Group but not at the time offered generally to customers, vendors, distributors or suppliers; # any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Group; # any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Group; # any business plans, budgets, advertising or marketing plans; # any information contained in any of the written or oral policies and procedures or manuals of the Group; # any information belonging to customers, vendors, distributors or suppliers of the Group or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; #subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any inventions, innovationssupplier or improvements coveredcustomer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by this Agreement; # information regarding the Company’s current employees and their assigned duties and compensation; # all written, graphic, electronic, digital, and other material relating to any of the foregoing; and # all trade secretsforegoing, or in which any of the Group. Executive acknowledges and understands thatforegoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information that is not novel or copyrighted or patented or a trade secret may nonetheless be proprietary information. The term “proprietary information”shall include, but shall not include information thatbe limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, employee compensation and benefits information, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes generallypublicly available to and known by the public through no direct or indirect efforts of Executive or information that is or becomes available to Executive on a non-confidential basis from a source other than the Group, or the directors, officers, employees, partners, principals or agents of the Group (other than as a result ofpursuant to a breach of any obligation of confidentiality).this paragraph 12(a) by Executive.
Agreement not to use or to disclose Confidential Information of the Company so long as it shall not be publicly available. Executive's obligations under this Section with respect to any specific Confidential Information and proprietary information shall cease when that specific portion of the Confidential Information and proprietary information becomes publicly known, in its entirety and without combining portions of such information obtained separately. It is understood that such Confidential Information and proprietary information of the Company include matters that Executive acknowledges that during the courseconceives or develops, as well as matters Executive learns from other employees of Executive’sCompany. Confidential Information is defined to include information: # disclosed to or known by Executive as a consequence of or through her employment with the Company Executive will necessarily have accessCompany; # not generally known outside the Company; and # which relates to and make use of proprietary information and confidential recordsany aspect of the Group. Executive covenants that Executive shall not, during Executive’s employmentCompany or at any time thereafter, directlyits business, finances, operation plans, budgets, research, or indirectly, use for Executive’s own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information”strategic development. “Confidential Information” includes, but is not limited to: #to the Company’s trade secrets, proprietary information, financial documents, long range plans, customer lists, employer compensation, marketing strategy, data bases, costing data, computer software products, programs, applications, and processes utilizeddeveloped by the Group; #Company, investments made by the name and/or address of any customer, vendor, distributor or supplier of the Group orCompany, and any information concerning the transactions or relations of any customer, vendor, distributor or supplier of the Group with the Group or any of its partners, principals, directors, officers or agents; # any information concerning any product, technology, or procedure employed by the Group but not generally known to its or their customers, vendors, distributors, suppliers or competitors, or under development by or being tested by the Group but not at the time offered generally to customers, vendors, distributors or suppliers; # any information relatingprovided to the computer software, computer systems, pricingCompany by a third party under restrictions against disclosure or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Group; # any information which is generally regarded as confidential or proprietary in any line of business engaged inuse by the Group; # any business plans, budgets, advertising or marketing plans; # any information contained in any of the written or oral policies and procedures or manuals of the Group; # any information belonging to customers, vendors, distributors or suppliers of the Group or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; # any inventions, innovations or improvements covered by this Agreement; # information regarding the Company’s current employees and their assigned duties and compensation; # all written, graphic, electronic, digital, and other material relating to any of the foregoing; and # all trade secrets of the Group. Executive acknowledges and understands that information that is not novel or copyrighted or patented or a trade secret may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public through no direct or indirect efforts of Executive or information that is or becomes available to Executive on a non-confidential basis from a source other than the Group, or the directors, officers, employees, partners, principals or agents of the Group (other than as a result of a breach of any obligation of confidentiality).others.
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