13. Publications and Public Statements. I will obtain written permission from the Company before publishing or submitting for publication any material relating to my work in the Company or any of its affiliates that contains proprietary information. To ensure that the Company and its affiliates convey a consistent message to the public about their respective products, services and operations, and further recognizing that even positive statements in certain securities transactions and other contexts may have a negative impact on the Company or its affiliates, any statements regarding the Company or its affiliates, that I create to publish or publish for the Company during the term of the Service and for six (6) months thereafter on all publicly available media, including but not limited to social media and networking services and websites, bulletin boards and Internet chat rooms, must first be reviewed and approved by an officer of the Corporation before being made public. Upon termination of my services to the Company, neither the Company nor I will make derogatory or critical remarks about each other, whether oral, written, social or other electronic media, or otherwise, except as required by law or by order of a court or government agency with appropriate jurisdiction. Government by-laws and regulations govern the conduct of government officials and employees who receive suggestions from potential contractors. Under the Trade Secrets Act, it is a criminal offence to disclose trade secrets or confidential business or financial information to an extent not authorized by law. A “trade secret” within the meaning of this Act is defined as any formula, model, device or compilation of information used in its business and gives it the opportunity to gain an advantage over competitors who do not know or use it. The Industrial Espionage Act also protects proprietary information.
It makes the misappropriation or theft of trade secrets by a person a crime. In addition, the Integrity in Government Procurement Act prohibits federal procurement officials from disclosing information about bids to persons other than those who have the authority to receive such information. Quote information includes cost or price data, indirect costs, direct labor rates, and proprietary information that is properly labeled about manufacturing processes, procedures, or techniques. However, the prohibitions in the Integrity of Government Procurement Act do not apply after the order has been placed or the procurement has been cancelled. All such information has commercial value in the company in which the Company operates and is hereinafter referred to as proprietary information. For illustration, but not for limitation. Protected information includes all inventions of the Company (as defined below), technical and non-technical information, including patents, copyrights, trade secrets and proprietary information, techniques, sketches, designs, models, inventions, know-how, processes, devices, devices, algorithms, software, software source documents and formulas relating to the Company`s current, future and proposed products and services, and include, without limitation, its respective information on research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, sales/sales forecasts and merchandising, marketing plans and information, and information about other employees. Appropriate measures include building access controls, accompanying visitors, marking sensitive documents, non-disclosure agreements and shredding of equipment when it is no longer needed.
Table of Contents We enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with parties with whom we have strategic relationships and business alliances. There can be no assurance that these agreements will be effective in controlling access, use and dissemination of our Platform and proprietary information. Moreover, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent to or superior to our platform or solutions. 2. Protected Information. As used in this Agreement, the term Protected Information means any trade secret or any confidential or proprietary information designated as such in writing by the Disclosing Party, whether by letter or using an appropriate protected seal or legend, before or at the time such trade secret or confidential or proprietary information is provided by the Disclosing Party to the Recipient. is disclosed. Notwithstanding the foregoing, information disclosed to the recipient by the disclosing party, whether orally, visually or in writing without a letter, proprietary stamp or legend, constitutes proprietary information if (i) for a reasonable person familiar with the activities of the disclosing parties and the industry in which they operate; would be obvious.
that such information is of a confidential or proprietary nature, the maintenance of which is important to the disclosing party, or if( within 30 days of such disclosure, the disclosing party provides the recipient with one or more written documents describing such protected information and at the place and date of such oral communication, the visual or written disclosure and the names of the representatives of the addressee to whom such disclosure has been addressed. In addition, the term “Protected Information” includes: (a) any notes, analyses, compilations, studies, interpretations, memoranda or other materials created by recipient or its agents that contain, reflect or are based on, in whole or in part, proprietary Information made available to Recipient or its agents under this Agreement; and (b)the existence or status and any information on discussions between the parties regarding the possible establishment of a business relationship. Obligations under this Agreement, including restrictions on disclosure and use, do not apply to Protected Information to the extent that such Protected Information: (a) is not or becomes publicly known by an act or omission of the Recipient (or any of its employees or agents); (b) was legally known to the recipient before being received by the discloser, as demonstrated by the recipient; (c)the recipient becomes lawfully aware, without any confidential or exclusive restrictions, of a source other than the discloser which, to the best of its knowledge, owes the disclosing party no obligation of confidentiality with respect to such protected information; or (d) independently developed by the recipient, without the use of or reference to the discloser`s proprietary information as demonstrated by the recipient. In addition, the Recipient may use or disclose Protected Information to the extent that (i) the Discloser has been authorized in writing or (ii) the Recipient is required by law to disclose such Protected Information, provided, however, that prior to such forced disclosure, the Recipient reasonably informs the Discloser in advance of such disclosure, to the extent possible and permitted by law. and cooperates with the discloser to protect against such disclosure and/or to obtain a protection order that limits the scope of such disclosure and/or use of the protected information. In addition, notwithstanding Section 3, either party may disclose the terms of this Agreement: (A) as required by applicable securities or antitrust laws or stock exchange rules, including, but not limited to, requirements to file a copy of this Agreement (blacked out to the extent reasonably permitted by applicable law) or information about the terms of this Agreement or the performance of this Agreement under appropriate needs. transmit the supervisory authorities; (B)confidentially to the lawyer; (C)confidential for accountants, banks and funding sources and their advisers; and (D) in connection with the enforcement of this Agreement or any right under this Agreement. Three other laws apply to the disclosure of certain types of protected information, in particular disclosure by government personnel: 6. Return or destruction of proprietary information.
At the request of the Company, subject to the provisions of paragraph 1 (c), you must (and will request your representatives) to return to the Company without undue delay (and in any event within five days) either (at your option or to your agents) or to destroy all copies or other reproductions of protected information (and confirm such destruction to the Company in writing), with the exception of derivative documents in your possession or in the possession of any of your agents, and may not retain any copy or other reproduction, in whole or in part, of such documents. You must (and will require your representatives) to destroy all Derivative Materials (including, but not limited to, the removal of all such Materials derived from computers, word processors or other devices containing such information), and such destruction will be confirmed in writing to the Company. .