/Docs/G/Cooley-Employee-CIIA-US-CmA/Sec/Conf/2.md
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Ti = Confidential Information Protections
1.Ti = Recognition of {_Company}’s Rights; Nondisclosure
1.sec = I understand and acknowledge that my employment by {_Company} creates a relationship of confidence and trust with respect to {_Company}’s {_Confidential_Information} (as defined below) and that {_Company} has a protectable interest therein. At all times during and after my employment, I will hold in confidence and will not disclose, use, lecture upon, or publish any of {_Company}’s {_Confidential_Information}, except as such disclosure, use or publication may be required in connection with my work for {_Company}, or unless an officer of {_Company} expressly authorizes such disclosure. I will obtain {_Company}’s written approval before publishing or submitting for publication any material (written, oral, or otherwise) that discloses and/or incorporates any {_Confidential_Information}. I hereby assign to {_Company} any rights I may have or acquire in such {_Confidential_Information} and recognize that all {_Confidential_Information} shall be the sole and exclusive property of {_Company} and its assigns. I will take all reasonable precautions to prevent the inadvertent accidental disclosure of {_Confidential_Information}. Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), I shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
2.Ti = Confidential Information
2.1.0.sec = The term “{DefT.Confidential_Information}” shall mean any and all confidential knowledge, data or information of {_Company}. By way of illustration but not limitation, “{_Confidential_Information}” includes
2.1.1.sec = trade secrets, inventions, mask works, ideas, processes, formulas, software in source or object code, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques and any other proprietary technology and all {_Intellectual_Property_Rights} (as defined below) therein (collectively, “{DefT.Invention}s”)
2.1.2.sec = information regarding research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, margins, discounts, credit terms, pricing and billing policies, quoting procedures, methods of obtaining business, forecasts, future plans and potential strategies, financial projections and business strategies, operational plans, financing and capital-raising plans, activities and agreements, internal services and operational manuals, methods of conducting {_Company} business, suppliers and supplier information, and purchasing
2.1.3.sec = information regarding customers and potential customers of {_Company}, including customer lists, names, representatives, their needs or desires with respect to the types of products or services offered by {_Company}, proposals, bids, contracts and their contents and parties, the type and quantity of products and services provided or sought to be provided to customers and potential customers of {_Company} and other non-public information relating to customers and potential customers
2.1.4.sec = information regarding any of {_Company}’s business partners and their services, including names, representatives, proposals, bids, contracts and their contents and parties, the type and quantity of products and services received by {_Company}, and other non-public information relating to business partners
2.1.5.sec = information regarding personnel, employee lists, compensation, and employee skills
2.1.6.sec = any other non-public information which a competitor of {_Company} could use to the competitive disadvantage of {_Company}
2.1. = [G/Z/ol-a/s6]
2.1.secs = {2.1.secs;and}
2.2.sec = Notwithstanding the foregoing, it is understood that, at all such times, I am free to use information which was known to me prior to my employment with {_Company} or which is generally known in the trade or industry through no breach of this {_Agreement} or other act or omission by me, and I am free to discuss the terms and conditions of my employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act.
2. = [G/Z/para/s1]
3.Ti = {_Third_Party_Information}
3.sec = I understand, in addition, that {_Company} has received and in the future will receive from third parties their confidential and/or proprietary knowledge, data or information (“{DefT.Third_Party_Information}”) subject to a duty on {_Company}’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of my employment and thereafter, I will hold {_Third_Party_Information} in confidence and will not disclose to anyone (other than {_Company} personnel who need to know such information in connection with their work for {_Company}) or use, except in connection with my work for {_Company}, {_Third_Party_Information} or unless expressly authorized by an officer of {_Company} in writing.
4.Ti = Term of Nondisclosure Restrictions
4.sec = I understand that {_Confidential_Information} and {_Third_Party_Information} is never to be used or disclosed by me, as provided in this {Conf.Xref}. If a temporal limitation on my obligation not to use or disclose such information is required under applicable law, and the {_Agreement} or its restriction(s) cannot otherwise be enforced, I agree and {_Company} agrees that the {ConfidentialInformation.TemporalLimit.Backup.period} after the date my employment ends will be the temporal limitation relevant to the contested restriction; provided, however, that this sentence will not apply to trade secrets protected without temporal limitation under applicable law.
5.Ti = No Improper Use of Information of Prior Employers and Others
5.sec = During my employment by {_Company}, I will not improperly use or disclose confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of {_Company} any unpublished documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person.
= [G/Z/ol/5]