Acknowledgement of Reasonableness of Restrictive Covenants Sample Clauses

Acknowledgement of Reasonableness of Restrictive Covenants. In the event of a breach by Employee of the prohibitions set forth above, the restrictive time-periods shall be extended by a period commensurate with the period Employee is found to be in breach of the applicable paragraph(s). Employee acknowledges that as an Employee of the Company, Employee has become conversant with the affairs, customers and other confidential information of the Company. Employee acknowledges that Employee’s compliance with the provisions of this Agreement is necessary to protect the confidential information, trade secrets, goodwill and other proprietary interests of the Company. Employee acknowledges that the prohibitions set forth above, including the restricted period of time and non-solicit are reasonable in view of the nature of the business in which the Company is engaged, Employee’s knowledge of the Company’s operations and the Company’s legitimate business interest in protecting its confidential information, trade secrets, and goodwill. Employee acknowledges that the Company will suffer irreparable injury if Employee engages in the conduct prohibited herein. Employee understands the work Employee may and may not perform during and after the execution of this Agreement and represents that Employee’s experience and abilities are such that observance of these terms will not cause Employee any undue hardship or unreasonably interfere with Employee’s ability to earn a livelihood. If the scope of any stated restriction is too broad to permit enforcement of such restriction to its fullest extent, then such restriction shall be enforced to the maximum extent permitted by law and the Parties agree the court making such determination shall have the power to modify this Agreement in order for it to conform to the applicable law.
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Related to Acknowledgement of Reasonableness of Restrictive Covenants

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Definitions As used in this Agreement:

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement through no fault of its own then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. In the event that Vendor’s obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control Vendor’s failure to fulfill for a Force Majeure event.

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

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