Executive agrees and acknowledges that all non-public or proprietary information regarding the Company 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 Group in accordance with Company Group policy or applicable directive. Upon termination of this Agreement for any reason whatsoever, or at any time requested by the Company, Executive shall promptly deliver or cause 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 have 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 any member of the Company Group for the removal of Confidential Information. If Executive becomes 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 shall follow the instructions of the Board. Executive shall only destroy Confidential Information (or copies thereof) at the direction of the Board and in the manner provided by the Board.
Confidential Information. Executive agrees and acknowledges that all non-public or proprietary information regarding the Company 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 toby him while employed by any member of the date of this AgreementCompany Group concerning the business or affairs of any member of the Company Group or their predecessors (collectively, “Confidentialprovided to the Company Group by its customers and suppliers, that is not known generally to the public (“Confidential Information”), are the property of such entity and Executive agrees that such entity has a protectable interest in such Confidential Information.the Company Group. Therefore, Executive agrees that Executiveduring his employment and for a period of two (2) years thereafter he shall not (during the Employment Period or at any time thereafter) disclose to any Personunauthorized person or use for his own purposes any such Confidential Information without the prior written consent of the Board other than in a good faith effort to promote the interests of the Company Group, unless and to the extent that the aforementioned matters: #matters become or are generally known to and available for use by the public other than as a result of Executive’s acts or omissions in breach of this Agreement, # are requiredomissions. With respect to be disclosed by judicial processany Confidential Information constituting a trade secret under applicable law, Executive agrees not to use or law (provided that Executive, if possible underdisclose such information for so long as the circumstances,item continues to constitute a trade secret (i.e., the two (2) year restriction shall give prompt advance written notice ofnot apply to such requirementinformation). Executive shall deliver to the Company to enableat the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to seek an appropriate protective orderthe Confidential Information, Work Product (as defined below) or confidential treatment), or ((c) are in furtherancethe business of Executive’s good faith performance of duties in respect of Executive’s employment with or service to any member of the Company Group which he may then possess or have under his control. Notwithstanding the foregoing, nothing in accordance withthis paragraph 6 shall be construed to in any way limit the rights of the Company Group policyto protect confidential or proprietary information which constitute trade secrets under applicable directive. Upon terminationtrade secret laws. The terms and conditions of this Agreement shall remain strictly confidential, and Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for any reason whatsoever, or at any time requestedthe purpose of disclosing the limitations on Executive’s conduct imposed by the Company,provisions of this paragraph 6 who, in each case, shall be instructed by Executive shall promptly deliver or cause 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 whetherkeep such items constitute or contain Confidential Information (and not retain or otherwise have 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 any member of the Company Group for the removal of Confidential Information. If Executive becomes 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 shall follow the instructions of the Board. Executive shall only destroy Confidential Information (or copies thereof) at the direction of the Board and in the manner provided by the Board.information confidential.
Confidential Information; Unauthorized Disclosure. Executive agrees and acknowledges that all non-publicshall not, whether during the period of his employment hereunder or proprietarythereafter, without the written consent of the Board or a person authorized thereby, disclose to any person, other than an executive of Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by Executive of his duties as an executive of Company, any Confidential Information obtained by him while in the employ of Company with respect to Companys business. Subject to the exclusions below, as used in this Agreement Confidential Information means data or information regarding the Company Group,in any form, regardless of whether or not maintained in written form and whether in digital, hardcopy,marked confidential or other format, including all personal information, personnel information, financial data, investment data, commercial data, trade secrets,proprietary # which concerns, relates to, or comes from the business plans,activities, business models, cost and pricing information, organizational structures and models, blueprints,methods, products, services, relationships, research, or 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, proprietaryof Company or confidential information, concerning or provided by or on behalfanother member of the Company Group, including information regardingGroup; # which Executive received, designed, compiled, produced, used, generated or otherwise became aware of as a result of his employment or engagement with Company or any actualother member of the Company Group; and # which is not generally known to the public. The parties agree that Confidential Information specifically includes, but is not limited to, trade secrets (as defined by Texas and federal law) of Company or prospective business opportunities, employment opportunities, finances, investments, other proprietaryanother member of the Company Group and the following kinds of information and trade secrets, including, in each case, such information, observations and data obtained prior(to the extent not generally known to the datepublic): # information about the customers and prospective customers (such as customer and prospective customer identities, contact information, preferences, needs, requirements, specifications, proposals, contracts, financial information, and historic purchasing patterns, and information about Companys or its Affiliates provision of this Agreement concerningproducts and services to each customer) of Company or another member of the businessCompany Group; # non-public information about the products and service techniques of Company or affairsany other member of anythe Company Group; # the computer systems and software developed by Company or another member of the Company Group or their predecessors (collectively, “Confidential Information”) are the propertyrespective agents for use by 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 PeriodCompany or at any time thereafter) disclose to any Person or use any such Confidential Information without the prior written consentanother member of the Board unlessCompany Group; # non-public information about the business methods (such as sales methods, business processes, training manuals and to the extent that the aforementioned matters: # becomemethods, research and development work, purchasing information and contracts, and new ideas made or are generally known to and available for use other than as a resultconceived by employees or agents) of Executive’s actsCompany or omissions in breachanother member 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 enableGroup; # financial information (such as pricing and bidding formulas, financial projections, budgets, analyses, accounting data, and financing information) of Company or another member of the Company Group; # information about the business plans and strategies (such as marketing plans, opportunities for new or developing business, products, services, or markets, and information about new business partnerships or distributorship arrangements) of Company or another member of the Company Group; # private personnel information (including employee social security numbers and medical records); # communications between Company or other members of the Company Group and their respective attorneys; # information provided to seek an appropriate protective orderCompany 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 anyanother member of the Company Group with an expectation of confidentiality or which is subject to non-disclosure obligations (such as information shared in accordance withconfidence by a customer or supplier); and # information marked confidential or proprietary by Company Group policy or applicable directive. Upon termination of this Agreement for any reason whatsoever, or at any time requested by the Company, Executive shall promptly deliver or cause 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 have 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 anyanother member of the Company Group. Confidential Information does not include general knowledge and skills used throughout the energy industry or any information which Executive may be required to disclose by any applicable law, order, or judicial or administrative proceeding. In no event shall an asserted violation of the provisions of this Section constitute a basis for deferring or withholding any amounts payable to Executive under this Agreement. Within fourteen (14) days after the termination of Executives employment for any reason, Executive shall return to Company all documents and other tangible items containing Company or other Company Group for the removal of Confidential Information. Ifinformation which are in Executives possession, custody or control. Executive becomes aware ofagrees that all Confidential Information on any of Executive’s personal devices, includingexclusively belongs to Company, the devices listed in the prior sentence, the Executive shall promptly notify the Board of such Confidential Information and shall follow the instructionsother members of the Board.Company Group or their designated affiliate, and that any work of authorship relating to Companys business, products or services, whether such work is created solely by Executive or jointly with others, and whether or not such work is Confidential Information, shall only destroy Confidential Information (or copies thereof) atbe deemed exclusively belonging to Company, the directionother members of the Board and in the manner provided by the Board.Company Group or their designated affiliate.
CONFIDENTIAL INFORMATION. The Company agrees that during the course of and in connection with the Executive’s employment with the Company, the Company will provide and the Executive agrees to accept access to and acknowledges that all non-public or proprietary information regardingknowledge of Confidential Information (as hereafter defined). Confidential Information may include but is not limited to business decisions, plans, procedures, strategies and policies, legal matters affecting the Company Group, whether or not maintained in written form and whether in digital, hardcopy, or other format, including all personalits Subsidiaries and their respective businesses, personnel, customer records information, personnel information, financial data, investment data, commercial data, trade secrets, bid prices, evaluations of bids, contractual terms and arrangements (prospective purchases and sales), pricing strategies, financial and business plans, business models, costforecasts and pricing information, organizational structuresplans and models, blueprints, business strategies, strategies, internal controls, risk management, security procedures, internal industry studies, research and development efforts, marketing plans,other information and materials, processes, inventions, devices, training manuals, computer programs, analytical models, templates and agreements, and all other non-public, proprietaryaffecting the value or confidential information, concerningsales of products, goods, services or provided by or on behalfsecurities of the Company Group, includingor its Subsidiaries, and personal information regarding any actual or prospective business opportunities, employment opportunities, finances, investments, other proprietary informationemployees (collectively, the “Confidential Information”). The Executive acknowledges and trade secrets, including, in each case, such information, observationsagrees the Confidential Information is and data obtained prior toshall remain the date of this Agreement concerning the business or affairs of any membersole and exclusive property 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 thatsubsidiary. The Executive shall not (during the Employment Period or at any time thereafter) disclose to any Personunauthorized person, or use for the Executive’s own purposes, any such Confidential Information without the prior written consent of the Board, which consent may be withheld by the Board at its sole discretion, unless and to the extent that the aforementioned matters: #matters become or are generally known to and available for use by the public other than as a result of the Executive’s acts or omissions in breachomissions. The Executive agrees to maintain the confidentiality of this Agreement, # are requiredthe Confidential Information after the termination of the Executive’s employment; provided, further, that if at any time the Executive or any person or entity to bewhich the Executive has disclosed by judicial processany Confidential Information becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or law (provided that Executive, if possible undersimilar process) to disclose any of the circumstances,Confidential Information, the Executive shall give prompt advanceprovide the Company with prompt, prior written notice of such requirement toso the Company to enable the Company toCompany, in its sole discretion, may seek an appropriatea protective order or confidential treatment), other appropriate remedy and/or ((c) are in furtherance of Executive’s good faith performance of duties in respect of Executive’s employmentwaive compliance with the terms hereof. In the event that such protective order or service to any member ofother remedy is not obtained or the Company Group in accordancewaives compliance with Company Group policy or applicable directive. Upon termination of this Agreement for any reason whatsoever, or at any time requested by the Company, Executive shall promptly deliver or cause 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 have 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 any member of the Company Group for the removal of Confidential Information. If Executive becomes aware of Confidential Information on any of Executive’s personal devices, including the devices listed in the prior sentence,provisions hereof, the Executive shall promptly notifyensure that only the Boardportion of the Confidential Information which the Executive or such person is advised by written opinion of the Company’s counsel that the Executive is legally required to disclose is disclosed, and the Executive further covenants and agrees to exercise reasonable efforts to obtain assurance that the recipient of such Confidential Information shall not further disclose such Confidential Information to others, except as required by law, following such disclosure. In addition the Executive covenants and shall followagrees to deliver to the instructionsCompany upon termination of this Agreement, and at any other time as the Company may request, any and all property of the Board. Executive shall only destroyCompany including, but not limited to, keys, computers, credit cards, company car, memoranda, notes, plans, records, reports, computer tapes, printouts and software, Confidential Information (orin any form whatsoever, and other documents and data (and copies thereof) atand relating to the directionCompany or any subsidiary which he may then possess or have under his control or to which the Executive had access to or possession of the Board and in the manner provided by the Board.course of such employment.
Executive agrees and acknowledges that all non-public or proprietary information regarding the Company 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 andConfidentiality: Executive agrees that such entity has a protectable interest in such Confidential Information. Therefore, Executive agrees that Executive shallhe will not (during the Employment Perioddisclose or at any time thereafter) disclosemake available to any Personother person or entity, or use for his own personal gain, monetary or otherwise, any Confidential Information, except for such Confidential Information withoutdisclosures as required in the prior written consentperformance 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 breachhis duties hereunder. For purposes of this Agreement, # are required to be disclosed by judicial process or law (provided that Executive, if possible under the circumstances,“Confidential Information” 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 Group in accordance with Company Group policy or applicable directive. Upon termination of this Agreement for any reason whatsoever, or at any time requested by the Company, Executive shall promptly deliver or cause to be delivered to the Companymean any and all Company property, including keysinformation, data and keycards, computers, personalknowledge that have been created, discovered, developed or otherwise become known to or any of its or ventures or in which property rights have been assigned or otherwise conveyed to or any of its or ventures, which information, data assistants, cell phones, software, documents, manuals, records, notebooks and similar materials, including any copies thereof, regardlessor knowledge has commercial value in the business in which is engaged, except such information, data or knowledge as is or becomes known to the public without violation of whether such items constitute or containthe terms of this Agreement. By way of illustration, but not limitation Confidential Information (and not retainincludes trade secrets, processes, formulas, know-how, improvements, discoveries, developments, designs, inventions, techniques, marketing plans, manual, records of research, reports, memoranda, computer software, strategies, forecasts, new products, unpublished financial statements or otherwise have access to, including via any removable storageparts thereof, budgets or file hosting service). Executive shall provide all passwordsother financial information, projections, licenses, prices, costs, and locations of Confidential Information that are not located on the Company’s computersemployee, customer and supplier lists 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 any member of the Company Group for the removal of Confidential Information. If Executive becomes 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 shall follow the instructions of the Board. Executive shall only destroy Confidential Information (or copies thereof) at the direction of the Board and in the manner provided by the Board.parts thereof.
Executive agrees and acknowledges that all non-publicthat, during the course of Executive's employment with Company, Executive has acquired or proprietary information regardingbeen exposed to the Company 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 orCompany's 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, observationsbut not limited to, business plans, marketing plans, financial data, proprietary technology, and data obtained priorcustomer and client lists and asset information ("Confidential Information"). Executive agrees hereafter to maintain the date of this Agreement concerning the business or affairs of any memberconfidentiality 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) discloseInformation, 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 Group in accordance with Company Group policy or applicable directive. Upon termination of this Agreement for any reason whatsoever, or at any time requested by the Company, Executive shall promptly deliver or cause 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 have 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 retainrefrain from disclosing 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 any member ofto anyone, to refrain from using the Company Group for the removal of Confidential Information. If Executive becomes aware of Confidential Information on his own behalf or on behalf of anyone other than the Company, and to comply with any of Executive’s personal devices, including the devices listed in the prior sentence, theconfidentiality or non-disclosure agreement Executive shall promptly notify the Board of such Confidential Information and shall follow the instructions of the Board. Executive shall only destroy Confidential Information (or copies thereof) at the direction of the Board and in the manner provided by the Board.has executed.
Executive agrees and acknowledges that all non-public or proprietary information regardingduring the course of Executive’s employment with the Company Group, whether or not maintained in written formExecutive will necessarily have access to 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 behalfmake use 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 memberconfidential records of the Company Group or their predecessors (collectively, “Confidential Information”) are the property of such entity andGroup. Executive agrees that such entity has a protectable interest in such Confidential Information. Therefore, Executive agreescovenants that Executive shall not (during the Employment Periodnot, during Executive’s employment or at any time thereafter)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 Personindividual or useentity, any proprietary information, unless such Confidential Information withoutdisclosure is made in the prior written consentgood 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 Board unless and toGroup or any information concerning the extent thattransactions or relations of any customer, vendor, distributor or supplier of the aforementioned matters:Group with the Group or any of its partners, principals, directors, officers or agents; # becomeany information concerning any product, technology, or areprocedure 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 for useto 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 Executive’s acts or omissions ina 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 noticeany obligation 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 Group in accordance with Company Group policy or applicable directive. Upon termination of this Agreement for any reason whatsoever, or at any time requested by the Company, Executive shall promptly deliver or cause 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 have access to, including via any removable storage or file hosting service)confidentiality). 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 any member of the Company Group for the removal of Confidential Information. If Executive becomes 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 shall follow the instructions of the Board. Executive shall only destroy Confidential Information (or copies thereof) at the direction of the Board and in the manner provided by the Board.
Executive agrees and acknowledges thatConfidential Information. For purposes of this Agreement, the term “Confidential Information” shall mean all non-public or proprietary information regardingor knowledge belonging to the Company Group, whether orincluding, but 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,limited to business plans, strategies, pricing, sales methods, client lists, 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,or technology, inventions, devices, training manuals, computer programs, analytical models, templates and agreements, and all other non-public, proprietarydevelopments, know-how or confidential information, concerning or provided by or on behalfconfidences 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 priorCompany. Notwithstanding anything to the date of this Agreement concerningcontrary contained in 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 suchpreceding sentence, Confidential Information. Therefore, Executive agrees that ExecutiveInformation shall not (during the Employment Periodinclude information that is or at any time thereafter) disclose to any Person or use any such Confidential Information without the prior written consent of the Board unless andbecomes generally available to the extent that the aforementioned matters: # becomepublic or are generally known to and available for use other than as a result of Executive’s actsa disclosure by the Executive or omissions in breacha representative of this Agreement, # are requiredthe Executive. The Executive acknowledges that all of the Confidential Information is and shall continue to be the exclusive proprietary property of the Company, whether or not prepared in whole or in part by the Executive and whether or not disclosed by judicial processto or law (providedentrusted to the custody of the Executive. The Executive agrees that Executive, if possible underupon the circumstances, shall give prompt advance written noticetermination of such requirementthe Executive’s employment with the Company for any reason, the Executive will promptly at the Company’s discretion, destroy or return to the Company all memoranda, notes, records, reports, manuals, pricing lists, prints and other documents (and all copies existing in hard copy or soft form) relating to enable the Company to seekCompany’s or an appropriate protective orderAffiliated Company’s business, which he may then possess or confidential treatment), or ((c) are in furtherance ofhave within the Executive’s good faith performance of duties in respect of Executive’s employment with or service to any member of the Company Group in accordance with Company Group policy or applicable directive. Upon termination of this Agreement for any reason whatsoever, or at any time requested by the Company, Executive shall promptly deliver or cause 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,control, regardless of whether any such itemsdocuments constitute or contain Confidential Information (and not retain or otherwise have 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 any member of the Company Group for the removal of Confidential Information. If Executive becomes 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 shall follow the instructions of the Board. Executive shall only destroy Confidential Information (or copies thereof) at the direction of the Board and in the manner provided by the Board.
Company Information. Except as otherwise provided in of this Agreement, the Executive agrees at all times during the term of the Executive’s employment and acknowledges that all non-public or proprietary information regarding the Company 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 behalfthereafter, to hold any Confidential Information of the Company Group, including information regarding any actual or prospective business opportunities, employment opportunities, finances, investments, other proprietary informationits Related Entities in strictest confidence, and trade secrets, including, in each case, such information, observations and data obtained priornot to use (except for the date of this Agreement concerning the business or affairs of any memberbenefit of the Company Groupto fulfill the Executive’s employment obligations) 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)to disclose to any Personperson, firm or use any suchcorporation other than the Company or those designated by it said Confidential Information without the prior written consentauthorization of the Board unlessCompany, except as may otherwise be required by law or legal process. The Executive agrees that “Confidential Information” means any proprietary information prepared or maintained in any format, including technical data, trade secrets or know-how in which the Company or Related Entities have an interest, including, but not limited to, business records, contracts, research, product or service plans, products, services, customer lists 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 requirementcustomers (including, but not limited to, vendors to the Company or Related Entities on whom the Executive called, with whom the Executive dealt or with whom the Executive became acquainted during the term of the Executive’s employment), pricing data, costs, markets, expansion plans, summaries, marketing and other business strategies, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration or marketing, financial or other business information obtained by the Executive or disclosed to enablethe Executive by the Company to seek an appropriate protective order or confidential treatment),Related Entities or ((c) are in furtheranceany other person or entity during the term of Executive’s good faith performance of duties in respect ofthe Executive’s employment with the Company either directly or service to any memberindirectly electronically, in writing, orally, by drawings, by observation of services, systems or other aspects of the business of the Company Group in accordance with Company Group policy or applicable directive. Upon termination of this Agreement for any reason whatsoever,Related Entities or at any time requested by the Company, Executive shall promptly deliver or cause to be deliveredotherwise. Confidential Information does not include information that: # was available 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, regardlesspublic prior to the time of disclosure, whether such items constitutethrough press releases, SEC filings or contain Confidential Information (and not retainotherwise; or # otherwise have access to, including via any removable storagebecomes available to the public through no act 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 any memberomission of the Company Group forExecutive or through the removalwrongful act of Confidential Information. If Executive becomes 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 shall follow the instructions of the Board. Executive shall only destroy Confidential Information (or copies thereof) at the direction of the Board and in the manner provided by the Board.a third party.
Confidential Information. Executive agrees and acknowledges that all non-public or proprietary information regardingaspects of the Company Group, whether orCompany's business, products, prospects, plans and strategies that have not maintained in written formbeen publicly disclosed, including, but not limited to, the identities, needs and whether in digital, hardcopy, or other format, including all personal information, personnel information, financial data, investment data, commercial data, trade secrets,preferences of its customers, internal business plans, business models, costoperations and pricing information, organizational structuresmanufacturing know-how, technical attributes of products, annual or strategic business plans or analyses, 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,any and all other non-public, proprietary ortrade secrets (collectively, "Confidential Information"), are confidential information, concerning or provided by or on behalfand secret, shall be maintained in confidence and not disclosed to any third party, and shall remain the exclusive property of the Company Group, including information regardingCompany. Any Confidential Information may be used or disclosed by the Executive solely to discharge his obligations hereunder, and shall not be used or disclosed for any actual or prospective business opportunities, employment opportunities, finances, investments, other proprietary information and trade secrets,purpose, including, without limitation, for any purpose whatsoever following termination of Executive's employment. All Confidential Information in each case, such information, observations and data obtained priortangible form that is provided 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 (duringbe returned by 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 requirementExecutive to the Company to enablewithin 30 days of any termination of employment, together with a statement certifying: # that Executive has returned all Confidential Information in his possession, # that Executive has at all times maintained 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 membernature of the Company Group in accordance with Company Group policy or applicable directive. Upon terminationConfidential Information, and # that Executive confirms his continuing obligations of confidentiality under this Agreement for any reason whatsoever, or at any time requested by the Company, Executive shall promptly deliver or cause 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 whetherfollowing such items constitute or contain Confidential Information (and not retain or otherwise have 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 any member of the Company Group for the removal of Confidential Information. If Executive becomes 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 shall follow the instructions of the Board. Executive shall only destroy Confidential Information (or copies thereof) at the direction of the Board and in the manner provided by the Board.termination.
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