TPTX » Topics » 7.1 Confidentiality.

This excerpt taken from the TPTX 10-K filed Mar 29, 2007.

13.          Confidentiality

One of our most important assets is our confidential information.  As an employee of the Company, you may learn of information about the Company that is confidential and proprietary.  You also may learn of information before that information is released to the general public.  Employees who have received or have access to confidential information should take care to keep this information confidential.  Confidential information includes non-public information that might be of use to competitors or harmful to the Company or its customers if disclosed, such as business, marketing and service plans, financial information, product architecture, source codes, inventions, chemical structures, designs, databases, customer lists, pricing strategies, personnel data, personally identifiable information pertaining to our employees, customers or other individuals (including, for example, names, addresses, telephone numbers and social security numbers), and similar types of information provided to us by our customers, suppliers and partners.  This information may be protected by patent, trademark, copyright and trade secret laws.

In addition, because we interact with other companies and organizations, there may be times when you learn confidential information about other companies before that information has been made available to the public.  You must treat this information in the same manner as you are required to treat our confidential and proprietary information.  There may even be times when you must treat as confidential the fact that we have an interest in, or are involved with, another company.

You are expected to keep confidential and proprietary information confidential unless and until that information is released to the public through approved channels (usually through a press release, an SEC filing or a formal communication from a member of senior management, as further described in Section 14).  Every employee has a duty to refrain from disclosing to any person confidential or proprietary information about us or any other company learned in the course of employment here, until that information is disclosed to the public through approved channels.  This policy requires you to refrain from discussing confidential or proprietary information with outsiders and even with other Company employees, unless those fellow employees have a legitimate need to know the information in order to perform their job duties.  Unauthorized use or distribution of this information could also be illegal and result in civil liability and/or criminal penalties.

You should also take care not to inadvertently disclose confidential information.  Materials that contain confidential information, such as memos, notebooks, computer disks and laptop computers, should be stored securely.  Unauthorized posting or discussion of any information concerning our business, information or prospects on the Internet is prohibited.  You may not discuss our business, information or prospects in any “chat room,” regardless of whether you use your own name or a pseudonym.  Be cautious when discussing sensitive information in public places like elevators, airports, restaurants and “quasi-public” areas within the Company, such as cafeterias.  All Company emails, voicemails and other communications are presumed confidential and should not be forwarded or otherwise disseminated outside of the Company EXCEPT where required for legitimate business purposes.

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In addition to the above responsibilities, if you are handling information protected by any privacy policy published by us, then you must handle that information in accordance with the applicable policy.

These excerpts taken from the TPTX 8-K filed Oct 10, 2006.
7.1          Confidentiality. The parties agree that, during the Term, and for a period of [***] ([***]) years thereafter, each party (the “Receiving Party”) will maintain in confidence,

 


***   Confidential Treatment Requested

 

 

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and will not use, all Confidential Information disclosed to it by the other party (the “Disclosing Party”) under this Agreement or the Confidentiality Agreement dated March 16, 2003, except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the parties. The parties agree that the financial terms of the Agreement will be considered Confidential Information of both parties. The Receiving Party shall use at least the same standard of care as it uses to protect proprietary or confidential information of its own (but at least reasonable care) to ensure that its employees, agents, consultants and other representatives do not disclose or make any unauthorized use of the Disclosing Party’s Confidential Information. Each party will promptly notify the other upon discovery of any unauthorized use or disclosure of the other party’s Confidential Information.

 

Confidentiality.

 

In handling any confidential information of Borrower or any of Borrower’s Affiliates, each Lender shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (i) to a Lender’s subsidiaries or affiliates in connection with their business with Borrower; (ii) to prospective transferees or purchasers of any interest in the Credit Extensions (provided, however, such Lender shall use commercially reasonable efforts in obtaining such prospective transferee’s or purchaser’s agreement to the terms of this provision); (iii) as required by law, regulation, subpoena, or other order, (iv) as required in connection with a Lender’s examination or audit; and (v) as Lenders consider appropriate in exercising remedies under this Agreement. Confidential information does not include information that either: (a) is in the public domain or in a Lender’s possession when disclosed to Lenders, or becomes part of the public domain after disclosure to Lenders through no fault of Lenders; or (b) is disclosed to a Lender by a third party, if Lenders do not know that the third party is prohibited from disclosing the information.

 

This excerpt taken from the TPTX 10-K filed Mar 16, 2006.

Confidentiality

          We protect confidential information. Confidential information includes proprietary information such as our trade secrets, patents, trademarks, trade names, copyrights, business, marketing plans, sales forecasts, proprietary software, designs, databases, records, salary information, and unpublished financial data and reports, as well as any non-public information that might be of use to competitors or harmful to us or our customers if disclosed. It also includes information that suppliers and customers have entrusted to us on a confidential basis. Our personal obligation not to disclose confidential information continues even after employment ends.

This excerpt taken from the TPTX 10-K filed Mar 16, 2005.

Confidentiality

                  We protect confidential information. Confidential information includes proprietary information such as our trade secrets, patents, trademarks, trade names, copyrights, business, marketing plans, sales forecasts, proprietary software, designs, databases, records, salary information, and unpublished financial data and reports, as well as any non-public information that might be of use to competitors or harmful to us or our customers if disclosed. It also includes information that suppliers and customers have entrusted to us on a confidential basis. Our personal obligation not to disclose confidential information continues even after employment ends.

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