Example ContractsClausesProtection of Confidential and Proprietary Information
Protection of Confidential and Proprietary Information
Protection of Confidential and Proprietary Information contract clause examples

Protection of Confidential and Proprietary Information. The Employee agrees not to disclose, sell or transfer to any person, firm, corporation, association or other entity, at any time in the future, any confidential and/or proprietary information concerning [[ViewRay:Organization]] or its affiliates, including, but not limited to any and all information regarding: # business plans and strategies; # business contacts; # research and development; # computer programs, software, applications, directories, databases, passwords and access codes; # confidential personnel matters unrelated to wages, hours, or other terms and conditions of employment; # operation methods and information, and accounting, financial and planning techniques; # operating, administrative and training materials; # marketing and sales strategies, materials and information; and # any other trade secret or non-public financial, licensing, or marketing information relating to [[ViewRay:Organization]] or its affiliates (collectively, “confidential and/or proprietary information”). The Employee also agrees not to use, at any time in the future, any confidential and/or proprietary information of [[ViewRay:Organization]] or its affiliates for her own purposes and/or benefit, whether for personal or business reasons. Further, whether or not the Employee signs this Agreement, and notwithstanding the Employee’s separation from employment, the Employee agrees to abide by all of [[ViewRay:Organization]]’s policies, rules and procedures that relate to the protection of confidential and/or proprietary information. The Employee agrees that [[ViewRay:Organization]]’s confidential and/or proprietary information is: # is valuable, special and a unique asset of [[ViewRay:Organization]]; # provides [[ViewRay:Organization]] with a substantial competitive advantage; and # is a legitimate business interest justifying the need for the restrictions in this paragraph.

Confidential and Proprietary Information. Executive acknowledges that certain information, observations and data obtained by him/her during the course of or related to his/her employment with the Company and its Related Entities (including, without limitation, projection programs, business plans, business matrix programs (i.e., measurement of business), strategic financial projections, certain financial information, shareholder information, technology and product design information, marketing plans or proposals, personnel information, customer lists and other customer information) are the sole property of the Company and its Related Entities and constitute Proprietary Information as defined in Section 6 of the Employment Agreement. Executive represents and warrants that he/she has returned all files, customer lists, financial information and other property of the Company and its Related Entities that were in Executive’s possession or control without retaining copies thereof (other than a copy of the Employee Handbook and personnel records relating to Executive’s employment). Executive further represents and warrants that he/she does not have in his/her possession or control any files, customer lists, financial information or other property of the Company and its Related Entities. In addition to his/her promises in Section 6 of the Employment Agreement, Executive agrees that he/she will not disclose to any person or use any such information, observations or data without the written consent of the Board. If Executive is served with a deposition subpoena or other legal process calling for the disclosure of such information, or if he/she is contacted by any third person requesting such information, he/she will notify the Board as soon as is reasonably practicable after receiving notice and will reasonably cooperate with the Company and its Related Entities in minimizing the disclosure thereof; provided, that nothing in this Agreement will # affect Executive’s obligations to testify truthfully in response to any subpoena or other legally required discovery proceeding or # in any way limit or prohibit Executive from engaging in Protected Activity.

Protection of Confidential and Proprietary Information. The Executive agrees not to disclose, sell or transfer to any person, firm, corporation, association or other entity, at any time in the future, any confidential, proprietary and trade secret information concerning [[ViewRay:Organization]] or its affiliates, including, but not limited to any and all information regarding: # business plans and strategies; # business contacts; # research and development; # computer programs, software, applications, directories, databases, passwords and access codes; # confidential personnel matters unrelated to wages, hours, or other terms and conditions of employment; # operation methods and information, and accounting, financial and planning techniques; # operating, administrative and training materials; # marketing and sales strategies, materials and information; and # any other trade secret or non-public financial, licensing, or marketing information relating to [[ViewRay:Organization]] or its affiliates (collectively, “confidential and/or proprietary information”). The Executive also agrees not to use, at any time in the future, any confidential and/or proprietary information of [[ViewRay:Organization]] or its affiliates for her own purposes and/or benefit, whether for personal or business reasons. Further, whether or not the Executive signs this Agreement, and notwithstanding the Executive’s separation from employment, the Executive agrees to abide by all of [[ViewRay:Organization]]’s policies, rules and procedures that relate to the protection of confidential and/or proprietary

Confidential and Proprietary Information. Executive acknowledges that certain information, observations and data obtained by him/her during the course of or related to his/her employment with the Company and its Related Entities (including, without limitation, projection programs, business plans, business matrix programs (i.e., measurement of business), strategic financial projections, certain financial information, shareholder information, technology and product design information, marketing plans or proposals, personnel information, customer lists and other customer information) are the sole property of the Company and its Related Entities and constitute Proprietary Information as defined in Section 6 of the Employment Agreement. Executive represents and warrants that he/she has returned all files, customer lists, financial information and other property of the Company and its Related Entities that were in Executive’s possession or control without retaining copies thereof (other than a copy of the Employee Handbook and personnel records relating to Executive’s employment). Executive further represents and warrants that he/she does not have in his/her possession or control any files, customer lists, financial information or other property of the Company and its Related Entities. In addition to his/her promises in Section 6 of the Employment Agreement, Executive agrees that he/she will not disclose to any person or use any such information, observations or data without the written consent of the Board. If Executive is served with a deposition subpoena or other legal process calling for the disclosure of such information, or if he/she is contacted by any third person requesting such information, he/she will notify the Board as soon as is reasonably practicable after receiving notice and will reasonably cooperate with the Company and its Related Entities in minimizing the disclosure thereof; provided, that nothing in this Agreement will # affect Executive’s obligations to testify truthfully in response to any subpoena or other legally required discovery proceeding or # in any way limit or prohibit Executive from engaging in Protected Activity.

Protection of Confidential and Proprietary Information. The Employee agrees not to disclose, sell or transfer to any person, firm, corporation, association or other entity, at any time in the future, any confidential and/or proprietary information concerning [[ViewRay:Organization]] or its affiliates, including, but not limited to any and all information regarding: # business plans and strategies; # business contacts; # research and development; # computer programs, software, applications, directories, databases, passwords and access codes; # confidential personnel matters unrelated to wages, hours, or other terms and conditions of employment; # operation methods and information, and accounting, financial and planning techniques; # operating, administrative and training materials; # marketing and sales strategies, materials and information; and # any other trade secret or non-public financial, licensing, or marketing information relating to [[ViewRay:Organization]] or its affiliates (collectively, “confidential and/or proprietary information”). The Employee also

All physical property and all notes, memoranda, files, records, writings, documents and other materials of any and every nature, written or electronic, which Executive shall prepare or receive in the course of his employment with the Company and which relate to or are useful in any manner to the business now or hereafter conducted by the Company or any of its affiliates are and shall remain the sole and exclusive property of the Company and its affiliates, as applicable. Executive shall not remove from the Company’s premises any such physical property, the original or any reproduction of any such materials nor the information contained therein except for the purposes of carrying out his duties to the Company or any of its affiliates and all such property (except for any items of personal property not owned by the Company or any of its affiliates), materials and information in his possession or under his custody or control upon the termination of his employment (other than such materials received by Executive solely in his capacity as a shareholder) or at any other time upon request by the Company shall be immediately turned over to the Company and its affiliates, as applicable.

Confidential and Proprietary Information. Employee agrees and acknowledges as follows:

Protection of Proprietary Information. Employee acknowledges that Employee has had access to, and will continue to have access to, Proprietary Information (defined below) of Company. During the Term and at all times thereafter, Employee will hold in strictest confidence and will not use or disclose any of Company’s Proprietary Information, except as otherwise required in connection with Employee’s work for Company or as otherwise required by law or court order or as permitted in writing by a duly authorized officer of Company. “Proprietary Information” will include without limitation all: trade secrets, ideas, business plans or models (whether for existing, new, or developing businesses), financial information, employee data, operating data, customer lists, prospective customer lists (to the extent not readily available to the public), vendor or supplier lists, pricing and cost information, marketing information, product information, research information, and Company designs and techniques, and all information of any third-party that Company is obligated to keep confidential, in each case whether communicated orally or in documentary or other tangible form. Employee acknowledges that 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 Proprietary Information in any form would irreparably harm Company.

The Employee acknowledges that during the course of or related to his employment with the Company he was provided access to certain confidential and/or proprietary information regarding the Company and its business that is not generally known outside of the Company and that would not otherwise have been provided to him (collectively, “Confidential and Proprietary Information”). Confidential and Proprietary Information includes, without limitation, the following materials and information (whether or not reduced to writing and whether or not patentable or protected by copyright): legal strategies and advice; trade secrets; inventions; processes; formulae; programs; technical data; financial information; research and product development; marketing and advertising plans and strategies; customer identities, lists, and confidential information about customers and their buying habits; confidential information about prospects, suppliers, distributors, vendors, and key employees; personal information relating to the Company’s employees; mailing and email lists; and any other confidential, proprietary and or attorney-client privileged information relating to the Company or its business. The Employee agrees that the Confidential and Proprietary Information is the sole property of the Company. The Employee further agrees that he will not disclose to any person or use any

Confidential Proprietary Information. In connection with this Agreement, Lilly may disclose certain confidential information that is Lilly Know-How to [[Merus:Organization]] and [[Merus:Organization]] may disclose certain confidential information that is [[Merus:Organization]] Know-How to Lilly (such confidential information, “Confidential Proprietary Information”). Without limiting the foregoing, the terms of this Agreement are the Confidential Proprietary Information of both Parties and shall be treated confidentially by each of the Parties, subject to the exceptions set forth in [Section 12.1.5]. Information exchanged by the Parties pursuant to the Confidentiality Agreement shall be deemed Confidential Proprietary Information disclosed under this Agreement, and shall be subject to the terms of this Agreement from and after the Effective Date. All Confidential Proprietary Information containing ​ Certain information in this document has been omitted as the information is not material and would be competitively harmful if publicly disclosed.

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