AET » Topics » “Confidential Information”

These excerpts taken from the AET 10-Q filed Apr 29, 2009.
“Confidential Information” shall mean all information and know-how (whether or not in writing) of a confidential, secret, private or proprietary nature concerning the Company, any of its related entities and their respective businesses and affairs

 
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and shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, customer lists and any other documents embodying such confidential information.  Notwithstanding anything to the contrary contained herein, Confidential Information shall not include (i) any information which is or becomes publicly available other than pursuant to a breach of Sections 11(a) or 11(c) by Executive or (ii) information which is independently developed by Executive after the expiration or termination of this Agreement without making use of the Confidential Information.
 
(c)            All Confidential Information and documents and materials containing Confidential Information of the Company or any of its related entities shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof.  Upon expiration or termination of this Agreement, all documents, records, reports, writings and other similar documents containing Confidential Information, including copies thereof, then in Executive’s possession or control shall be returned to and left with the Company.
 
12.           SPECIFIC PERFORMANCE; RELEASE OF COMPANY OBLIGATIONS.
 
(a)            Executive agrees that if he breaches, or threatens to commit a breach of, any of the provisions of Sections 9, 10 or 11 (the
“Confidential Information” shall mean all information and know-how (whether or not in writing) of a confidential, secret, private or proprietary nature concerning the Company, any of its related entities and their respective businesses and affairs

 
8

 

 
and shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, customer lists and any other documents embodying such confidential information.  Notwithstanding anything to the contrary contained herein, Confidential Information shall not include (i) any information which is or becomes publicly available other than pursuant to a breach of Sections 11(a) or 11(c) by Executive or (ii) information which is independently developed by Executive after the expiration or termination of this Agreement without making use of the Confidential Information.
 
(c)            All Confidential Information and documents and materials containing Confidential Information of the Company or any of its related entities shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof.  Upon expiration or termination of this Agreement, all documents, records, reports, writings and other similar documents containing Confidential Information, including copies thereof, then in Executive’s possession or control shall be returned to and left with the Company.
 
12.           SPECIFIC PERFORMANCE; RELEASE OF COMPANY OBLIGATIONS.
 
(a) Executive agrees that if he breaches, or threatens to commit a breach of, any of the provisions of Sections 9, 10 or 11 (the

EXCERPTS ON THIS PAGE:

10-Q (2 sections)
Apr 29, 2009

"“Confidential Information”" elsewhere:

WELLCARE HEALTH PLANS, INC. (WCG)
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