The "Proprietary Information and Confidentiality" clause ensures that any proprietary or confidential information shared between parties remains protected and is not disclosed to unauthorized individuals or entities. It restricts the use of such information solely for the purposes defined in the contract, safeguarding the interests of the party that owns the information.
Proprietary Information and Confidentiality. Director understands that Director will be privy to Proprietary Information of competitive value to the Company, and that such Proprietary Information will be among the principal assets of the Company, and that improper dissemination of this Proprietary Information would materially damage the Company. Accordingly, Director agrees to maintain in confidence and not publish or otherwise disclose to third parties or use for any purpose other than providing the Services any Proprietary Information, except with written consent to the contrary from the Company, or until such Proprietary Information comes into the public domain. "Proprietllry Information"shall mean any information or other subject matter disclosed to Director by the Company in connection with Director's performance of the Services, and may include, by way of example, nonpublic information relating to inventions, products, research and development activities, business strategies, and financial status. Notwithstanding the foregoing, Proprietary Information shall not include information that: (i) was publicly known and generally available in the public domain prior to the time of disclosure to Director; (ii) becomes publicly known and generally available after disclosure to Director through no action or inaction of Director; or (iii) is in the possession of Director, without confidentiality restrictions, at the time of disclosure as shown by Director's files and records immediately prior to the time of disclosure.
PROPRIETARY INFORMATION AND CONFIDENTIALITY Shall commence on the Effective Date and shall terminate either: 1) two years immediately following the termination of this Agreement, or 2) two years after the termination or expiration of any other Agreement between the Parties, whichever occurs later. Notwithstanding such expiration or termination, confidentiality pursuant to this Agreement shall survive with respect to any Proprietary Information received prior to such expiration or termination for as long as the Proprietary Information remains confidential.
Return and Protection of Company Property. Executive agrees to return to the Company all Company documents and property (except as set forth above) no later than five (5) days after the Termination Date and to abide by the terms of his Employee Proprietary Information and Confidentiality Agreement dated as of [__________] (the “Proprietary Information Agreement”).
PROPRIETARY INFORMATION AND CONFIDENTIALITY Shall commence on the Effective Date and shall terminate either: 1) two years immediately following the termination of this Agreement, or 2) two years after the termination or expiration of any other Agreement between the Parties, whichever occurs later. Notwithstanding such expiration or termination, confidentiality pursuant to this Agreement shall survive with respect to any Proprietary Information received prior to such expiration or termination for as long as the Proprietary Information remains confidential.
Proprietary Information and Confidentiality .1. Executive is aware that in the course of his employment with Company during the Term and/or in connection therewith, Executive may have access to, and be entrusted with, technical, proprietary, sales, legal, financial, and other data and information with respect to the affairs and business of the Company, its affiliates, customers and suppliers, and including information received by Company from any third party subject to obligations of confidentiality towards said third party, all of which data and information, whether documentary, written, oral or computer generated, shall be deemed to be, and referred to as “Proprietary Information”, which, by way of illustration but not limitation, shall include trade and business secrets, processes, patents, Improvements, ideas, inventions (whether reduced to practice or not), techniques, products, and technologies (actual or planned), financial statements, marketing plans, strategies, forecasts, customer and/or supplier lists and/or relations, research and development activities, formula, data, know-how, designs, discoveries, models, computer hardware and software, drawings, dealings and transactions, except for such information which, on the date of disclosure, is, or thereafter becomes, available in the public domain or is generally known in the industry through no fault on the part of Executive.
Executive agrees and declares that all Proprietary Information, patents and/or patent applications, copyrights and other intellectual property rights in connection therewith, are and shall remain the sole property of Company and its assigns. 9.3. During the Term and thereafter, Executive shall keep in confidence and trust all Proprietary Information, and any part thereof, and will not use or disclose and/or make available, directly or indirectly, to any third party any Proprietary Information without the prior written consent of Company, except and to the extent as may be necessary in the ordinary course of performing Executives’ duties pertaining to the Company and except and to the extent as may be required under any applicable law, regulation, judicial decision or determination of any governmental entity. 9.4. Without derogating from the generality of the foregoing, Executive agrees as follows: 9.4.1. He will not copy, transmit, reproduce, summarize, quote, publish and/or make any commercial or other use whatsoever of the Proprietary Information, or any part thereof, without the prior written consent of Company, except as may be necessary in the performance of his duties pertaining to the Company; 9.4.2. He shall exercise the highest degree of care in safeguarding the Proprietary Information against loss, theft or other inadvertent disclosure and will take all reasonable steps necessary to ensure the maintaining of confidentiality; 9.4.3. He shall not enter into the data bases of Company for any purpose whatsoever, including, without limitation, review, download, insert, change, delete and/or relocate any information, except as may be necessary in the performance of his duties pertaining to the Company; 9.4.4. Upon termination of his employment, and/or as otherwise requested by Company, he shall promptly deliver to Company all Proprietary Information and any and all copies thereof, in whatever form, that had been furnished to Executive, prepared thereby and/or came to his possession in any manner whatsoever, during and in the course of his employment with Company, and shall not retain and/or make copies thereof in whatever form. 9.5. Executive acknowledges that any breach by him of his obligations pursuant to this Section 7 would cause substantial damage for which the Company shall hold his liable. 9.6. The provisions of this Section 7 shall apply also to any Proprietary Information disclosed to Executive prior to Commencement Date of Employment, and shall survive termination of this Agreement and shall remain in full force and effect at all times thereafter.
Proprietary Information and Confidentiality 1.1. Employee is aware that in the course of Employee’s employment with Company and/or in direct connection therewith Employee may have access to, and be entrusted with, technical, proprietary, sales, legal and financial data and information in direct connection with the affairs and business of Company, its affiliates, customers and suppliers, and including information received by Company from any third party subject to obligations of confidentiality towards said third party, all of which such data and information, whether documentary, written, oral or computer generated, shall be deemed to be, and referred to as “Proprietary Information”, which, by way of illustration but not limitation, shall include trade and business secrets, trade names (registered or not), processes, patents improvements, ideas, inventions (whether reduced to practice or not), techniques, products, technologies (actual or planned), financial statements, marketing plans, strategies, forecasts, customer and/or suppliers lists and/or relations, research and development activities, formulas, data, know-how, designs, discoveries, models, vendors, computer hardware and computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, algorithms, compositions, improvements, know-how, inventions, discoveries, concepts, ideas, designs, methods and information) of Company, drawings, operating procedures, pricing methods, marketing strategies, future plans, dealings and transactions, except for such information which, on the date of disclosure is, or thereafter becomes, available in the public domain through no fault on the part of Employee. For the avoidance of any doubt, Employee may not use Company’s name or trademarks in any activity not made by or for the Company. 1.2. Employee agrees and declares that all Proprietary Information, patents and/or patent applications, copyrights and other intellectual property rights in connection therewith, are and shall remain the property of Company and its assigns on sole and exclusive basis. All business records, papers and documents however documented, kept or made by Employee relating to the business and affairs of Company shall be and remain the property of Company. 1.3. Employee further recognizes and acknowledges that such Proprietary Information is a valuable and unique asset of Company’s business and affairs, and that its use or disclosure other than in accordance with the provisions of the employment agreement between Employee and the Company (the “Employment Agreement”), would cause Company substantial loss and damages. Accordingly, Employee undertakes and agrees that, at all times, during the term of Employee’s employment with the Company (the “Term”) and upon its expiration thereafter, Employee shall keep in confidence and trust all Proprietary Information, and any part thereof, and shall not use or disclose and/or make available, directly or indirectly, to any third party any Proprietary Information without the prior written consent of Company, except and to the extent as may be necessary in the ordinary course of performing Employee’s duties pertaining to Company and except and to the extent as may be required under any applicable law, regulation, judicial decision or determination of any governmental entity. 1.4. Without derogating from the generality of the foregoing, Employee agrees as follows: 1.4.1. Not to copy, transmit, reproduce, summarize, quote, publish and/or make any commercial or other use whatsoever of the Proprietary Information, or any party thereof, without the prior written consent of Company, except as may be necessary in the performance of employee’s duties pertaining to Company; 1.4.2. To exercise the highest degree of care in safeguarding the Proprietary Information against loss, theft or other inadvertent disclosure and to take all reasonable steps necessary to ensure the maintaining of confidentiality; 1.4.3. Not to enter into the data bases of Company for any purpose whatsoever, including, without limitation, review, download, insert, change, delete and/or relocate any information, except as may be necessary in the performance of Employee’s duties pertaining to Company; 1.4.4. Upon termination of Employee’s employment, and/or as otherwise requested by Company, to promptly deliver to Company all Proprietary Information and any and all copies thereof, in whatever form, that had been furnished to Employee, prepared thereby and/or came to Employee’s possession in any manner whatsoever, during and in the course of his/her employment with Company, and shall not retain and/or make copies thereof in whatever form. 1.4.5. To compensate, reimburse and indemnify the Company and/or any third party, including without limitation, Company’s clients, for any damage, expense and/or payment incurred by them or demanded of them in consequence of a breach of Employee’s aforementioned undertakings. 1.5. “Company” in this Section 6 and in Sections 2 and 3 below shall also mean the Company and any other legal entity, which directly or indirectly, controls the Company, is controlled by the Company and/or is under common control with the Company. It is clarified that the above definition shall not be construed as creating employee-employer relationship between the Employee and any other entity other than the Company as defined in the preamble to this Agreement.
Use of Proprietary Information and Confidentiality; Transaction Information to Remain Confidential. Except as (i) otherwise permitted under this Agreement (including, without limitation, in accordance with Paragraph 1(c)), (ii) otherwise agreed to in writing by the Company, or (iii) to the extent permitted by this Agreement, if requested or required by applicable law, regulation, stock exchange rule or other market or reporting system or by legal, judicial, regulatory or administrative process (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) (“Legally Required”), you shall, and shall direct your Representatives to, (a) keep all Proprietary Information confidential and not disclose or reveal any Proprietary Information to any person other than your Representatives who are participating in evaluating, negotiating or advising with respect to the Possible Transaction or who otherwise need to know the Proprietary Information for the purpose of evaluating, negotiating or advising with respect to the Possible Transaction (all of whom shall be specifically informed of the confidential nature of such Proprietary Information and directed to abide by the terms of this Agreement applicable to Representatives), (b) not use any Proprietary Information for any purpose other than in connection with evaluating, negotiating or advising with respect to the Possible Transaction or the consummation of the Possible Transaction, and (c) not disclose to any person (other than your Representatives who are participating in evaluating, negotiating or advising with respect to the Possible Transaction, in any such case, whom you will direct to observe the terms of this Agreement relating to the confidential treatment and use of Transaction Information (as defined below)) the existence or terms of this Agreement, that Proprietary Information has been made available, that you, the Company, or any other persons are considering the Possible Transaction or any alternative transaction involving the Company, that you are subject to any of the restrictions set forth in this Agreement, that investigations, discussions or negotiations are taking or have taken place concerning the Possible Transaction or involving the Company, any term, condition or other matter relating to the Possible Transaction or such investigations, discussions or negotiations, including, without limitation, the status thereof, or any information that could enable such other person to identify the Company or any of its affiliates, or any other persons, as a party to any discussions or negotiations with you or others (the items described in this clause (c), “Transaction Information”). Without limiting the foregoing, neither you nor any of your Representatives will, without the prior written consent of the Company, enter into any Exclusive Arrangement with any potential source of capital or financing (debt, equity or otherwise), including, for the avoidance of doubt, any of your Representatives, in connection with the Possible Transaction; provided that, without such prior written consent, you may enter into an Exclusive Arrangement with one or more Family Owners who are your Representatives, subject to compliance with the other terms and conditions of this Agreement. For purposes of this Agreement, an “Exclusive Arrangement” means any agreement, arrangement or understanding, whether written or oral, with any potential source of capital or financing (debt, equity or otherwise), including, for the avoidance of doubt, any of your other Representatives, which does, or could be reasonably expected to, legally or contractually limit, restrict or otherwise impair in any manner, directly or indirectly, such source from consummating a transaction involving the Company or any of its affiliates or acting as a potential source of capital or financing (debt, equity or otherwise) to any other person with respect to a potential transaction with the Company or any of its affiliates. If the Special Committee, the Company or any of their respective Representatives publicly disclose any Transaction Information (other than to other Representatives of the Company or Special Committee who need to know such information in connection with a Possible Transaction) then you shall also be permitted to disclose such disclosed Transaction Information and any additional Transaction Information required to make the disclosed Transaction Information not misleading in a material respect.
PROPRIETARY INFORMATION AND CONFIDENTIALITY OBLIGATIONS 5.1. Proprietary Information. All Company Innovations shall be the sole and exclusive property of the Company without further compensation and are “works made for hire” as that term is defined under the United States copyright laws. Executive shall promptly notify the Company of any Company Innovations that Executive solely or jointly Creates. “Company Innovations” means all Innovations, and any associated intellectual property rights, which Executive may solely or jointly Create, during Executive’s employment with the Company, which (i) relate, at the time Created, to the Company’s business or actual or demonstrably anticipated research or development, or (ii) were developed on any amount of the Company’s time or with the use of any of the Company’s equipment, supplies, facilities or trade secret information, or (iii) resulted from any work Executive performed for the Company. “Create” means to create, conceive, reduce to practice, derive, develop or make. “Innovations” means processes, machines, manufactures, compositions of matter, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), mask works, trademarks, trade names, trade dress, trade secrets, know-how, ideas (whether or not protectable under trade secret laws), and other subject matter protectable under patent, copyright, moral rights, mask work, trademark, trade secret or other laws regarding Proprietary Rights, including new or useful art, combinations, discoveries, formulae, manufacturing techniques, technical developments, discoveries, artwork, software and designs. Executive hereby assigns (and will assign) to the Company all Company Innovations. Executive shall perform (at the Company’s expense), during and after Executive’s employment, all acts reasonably deemed necessary or desirable by the Company to assist the Company in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Company Innovations. Such acts may include execution of documents and assistance or cooperation (i) in the filing, prosecution, registration, and memorialization of assignment of patent, copyright, mask work or other applications, (ii) in the enforcement of any applicable Proprietary Rights, and (iii) in other legal proceedings related to the Company’s Innovations. “Proprietary Rights” means patents, copyrights, mask work, moral rights, trade secrets and other proprietary rights. No provision in this Agreement is intended to require Executive to assign or offer to assign any of Executive’s rights in any invention for which Executive can establish that no trade secret information of the Company were used, and which was developed on Executive’s own time, unless the invention relates to the Company’s actual or demonstrably anticipated research or development, or the invention results from any work performed by Executive for the Company.
Proprietary Information and Confidentiality 2.12.1. Proprietary information (“Proprietary Information”) developed or disclosed by either party under this Agreement shall include Confidential Information or shall be clearly labelled and identified as Proprietary Information by the disclosing party at the time of disclosure. Oral communications pertaining to the Services shall be presumed to be Proprietary Information unless otherwise indicated by the disclosing party. 2.12.2. Each party shall handle Proprietary Information received from the other party in the same manner as the receiving party handles its own Proprietary Information. Disclosure of Proprietary Information shall be restricted to those individuals who need access to such Proprietary Information as needed to ensure proper performance of the Services. 2.12.3. Neither party shall be liable for disclosure or use of Proprietary Information which: (1) was known by the receiving party at the time of the disclosure due to circumstances or events unrelated to this Agreement; (2) is generally available to the public without breach of this Agreement; (3) is disclosed with the prior written approval of the disclosing party; or (4) is required to be released by law or court order. 2.12.4. Client shall not disclose the Deliverables relating to the Services to a third party without the prior written authorization of Consultant, except to bankers and financers provided that such disclosure is necessary for the Project and shall be governed by the Non-Disclosure Agreement signed between the Parties. Where applicable law requires immediate disclosure by Consultant, Consultant shall make its best efforts to give prior notice to Client. At Client’s request and expense, Consultant will assist Client in making such disclosures as may be required by law.
Proprietary Information. The Seller has taken reasonable steps to maintain, enforce and protect the Seller Intellectual Property, including to protect the rights in its confidential information and trade secrets. Without limiting the foregoing, the Seller has obtained from each officer and employee engaged in the development of any material Intellectual Property for the Seller a valid and enforceable proprietary information and confidentiality agreement that includes an obligation to assign such Intellectual Property (except to the extent such Intellectual Property is automatically owned by the Seller by operation of law) to the Seller and reasonable confidentiality obligations on such officer or employee.
Proprietary Information and Confidentiality. The Seller has taken commercially reasonable and appropriate steps to protect and preserve its trade secrets and all other confidential information included in or relevant to the Purchased Assets. None of its (or any Affiliate’s) current or former employees, consultants, independent contractors, or other agents have any rights in or to the Purchased Assets.
Proprietary information refers to sensitive or privileged information owned by an organization or individual which is crucial to its operations or competitive advantage. This type of information could be technological, financial, strategic, or intellectual property. Confidentiality is the practice of protecting such proprietary information from unauthorized access or disclosure, ensuring it is only accessible to those explicitly granted permission.
You should enforce proprietary information and confidentiality practices in several scenarios, including but not limited to:
During employment: To safeguard internal methods, trade secrets, customer lists, or other sensitive information shared with employees.
In business partnerships: When two or more businesses collaborate, share sensitive data, or develop joint ventures.
While dealing with contractors or vendors: To ensure third-party service providers or vendors do not disclose proprietary information.
In product development: When developing new products, patents, or manufacturing processes that provide a competitive edge.
When drafting a proprietary information and confidentiality clause or document, consider the following structure:
Define Proprietary Information: Clearly specify what constitutes proprietary information in the context of the agreement.
Purpose of Disclosure: State the reason for sharing or receiving the proprietary information.
Obligations of Confidentiality: Outline the duties of the parties to maintain confidentiality and protect proprietary information.
Exceptions: Identify any exceptions where confidentiality may not apply, such as public domain information or prior knowledge.
Duration: Specify how long the confidentiality obligations must be maintained.
Consequences of Breach: Describe the repercussions if confidentiality is violated, including potential legal action or damages.
Example:
“Proprietary Information, for the purpose of this agreement, shall include but not be limited to, trade secrets, processes, formulas, strategies, customer data, and financial plans. The Receiving Party agrees to keep all Proprietary Information confidential and shall not disclose it to third parties without prior written consent from the Disclosing Party. This obligation shall continue for a duration of five (5) years from the termination of this agreement.”
Proprietary information and confidentiality clauses are commonly found in various types of contracts, including:
Non-Disclosure Agreements (NDAs): Specifically designed to establish a confidential relationship between parties to protect proprietary information.
Employment Contracts: Secure the employer’s sensitive information with specific confidentiality obligations on employees.
Consulting or Service Agreements: Protect business-specific information shared during the engagement with external consultants or service providers.
Joint Venture or Partnership Agreements: Outline confidentiality duties between partnering entities sharing proprietary information.
Licensing Agreements: Safeguard proprietary technology or intellectual property through confidential terms.
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A Proprietary Information clause establishes that any confidential or sensitive information shared between parties during the course of their relationship may not be disclosed to third parties without authorization. It ensures that proprietary data, such as trade secrets or business strategies, is protected from unauthorized use or distribution.
A proprietary property clause in a contract defines the ownership rights and interests associated with proprietary or intellectual property created or used during the course of a contractual relationship. It typically stipulates the conditions under which one party retains or transfers ownership, ensuring protection and proper attribution of proprietary assets or content.
The Proprietary Rights clause in a contract typically outlines the ownership and control of intellectual property or confidential information exchanged or developed during the term of an agreement. It ensures that any proprietary information remains the property of its original owner and may establish how this information can be used, shared, or protected throughout and after the contract's duration.
Try our AI contract analysis and extract important clauses and information from existing contracts.
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