Acknowledgements by the Executive. The Executive acknowledges that:
(a) In carrying out his duties and responsibilities to the Company, the Executive is a member of the Company’s senior executive management and participates in formulating and implementing business plans and policies that are and will continue to be essential to the Company’s competitive success;
(b) These activities require relationships of trust and confidence between the Executive and the Company’s other officers and the Company’s directors;
(c) The Executive, in the performance of his duties on behalf of the Company, has had and will have access to, has received and will receive, and was entrusted and will be entrusted with confidential information, including but not limited to systems technology, field operations, reimbursement, development, marketing, organizational, financial, management, administrative, clinical, customer, distribution and sales information, data, specifications and processes owned by the Company or its agents or consultants, or used presently or at any time in the future in the course of its business that is not otherwise part of the public domain (collectively, the “Confidential Material”). All such Confidential Material is considered secret and was and will be made available to the Executive in confidence;
(d) The Executive’s employment with a competitor of the Company within a reasonable time following the termination of his employment with the Company would create a substantial likelihood that the Executive would inevitably disclose or use, to the detriment of the Company, such Confidential Information, and that it is essential to the Company’s legitimate business interests and also to free and fair competition in the industry within which the Company does business, to protect the Company’s Confidential Material from disclosure;
(e) The risk of inevitable disclosure is particularly applicable to any such employment by the Executive in a similar senior position with those competitors of the Company that are similar in operation, service, missions and markets to the Company (“Principal Competitors”), and that as of the date of this Agreement the Principal Competitors are: Lincare Holdings, Inc.; Rotech Healthcare, Inc.; American HomePatient, Inc.; Coram Healthcare Corporation; Option Care, Inc.; Pacific Pulmonary Services Corporation; LifeCare Solutions, Inc.; or the home healthcare business of Air Products & Chemicals, Inc. or Praxair, Inc. and their parent, affiliated and subsidiary companies; a...
Acknowledgements by the Executive. The Executive represents to the --------------------------------- Company that he has not executed any agreement with any other party which purports to require the Executive to assign any Work or any Invention created, conceived or first practiced by the Executive during a period of time that includes the date of his or her commencement of employment with the Company.
Acknowledgements by the Executive. The Executive acknowledges and agrees that the Company has developed Trade Secrets and Confidential Information to assist it in its business. The Company employs or will employ the Executive in a position of trust and confidence. The Executive therefore acknowledges and agrees that the Company has a right to protect these legitimate business interests. Therefore, in consideration for the Company’s decision to employ or continue to employ the Executive; for the compensation and benefits provided to the Executive by the Company under this Agreement; in consideration of the time, investment and cost the Company has incurred and will continue to incur to train the Executive and enhance his skills, including, without limitation, access to Trade Secrets or Confidential Information, the Executive hereby agrees to the protective covenants in this Agreement. The Executive expressly agrees that the covenants in this Section 7 shall continue in effect through the entire Restricted Period regardless of whether the Executive is then entitled to receive any further payments or benefits from the Company. For purposes of this Section 7, the Company shall mean the Company together with its parents, subsidiaries and affiliates. It is further understood that the covenants contained in this Section 7 survive the term of this Agreement and bind the Executive so long as he is employed by the Company and including the two (2) years subsequent to the termination of that employment.
Acknowledgements by the Executive. The Executive acknowledges that (a) during the Employment Period and as a part of his employment, the Executive will be afforded access to Confidential Information; (b) public disclosure of such Confidential Information could have an adverse effect on the Employer and its business; (c) because the Executive possesses substantial technical expertise and skill with respect to the Employer's business, the Employer desires to obtain exclusive ownership of each Employee Invention, and the Employer will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of each Employee Invention; and (d) the provisions of this Article VII are reasonable and necessary to prevent the improper use or disclosure of Confidential Information and to provide the Employer with exclusive ownership of all Employee Inventions.
Acknowledgements by the Executive. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary and intellectual character; (b) the Employer competes with other businesses that are or could be located in any part of the United States; and (c) the provisions of this Article VIII are reasonable and necessary to protect the Employer's business.
Acknowledgements by the Executive. The Executive acknowledges that: (i) the information to be disclosed to the Executive and the services to be performed by the Executive under this Agreement are of a special, unique, extraordinary and intellectual character; (ii) the Employer competes with other businesses that are located in the Market Jurisdictions; (iii) the restricted period of time and the geographic limitations set forth below are reasonable in view of the nature of the business in which the Employer is engaged and the Executive’s knowledge of the Employer’s operations the Executive has gained and will gain by virtue of the Executive’s position; and (iv) the provisions of this §7 are reasonable and necessary to protect the Employer’s business.
Acknowledgements by the Executive. The Executive acknowledges that: (i) Audiovox would not purchase stock of the Employer or from Executive unless Executive agrees to the terms of this Section 7; (ii) the information to be disclosed to the Executive and the services to be performed by the Executive under this Agreement are of a special, unique, extraordinary and intellectual character; (iii) the Employer and Audiovox competes with other businesses that are located in the Market Jurisdictions; (iv) the restricted period of time and the geographic limitations set forth below are reasonable in view of the nature of the business in which the Employer and Audiovox are engaged and the Executive's knowledge of the Employer's and Audiovox's operations the Executive has gained and will gain by virtue of the Executive's position; (v) this limited restriction is not an attempt to prevent the Executive from obtaining other employment in violation of Indiana Code § 22-5-3-1; and (vi) the provisions of this § 7 are reasonable and necessary to protect the Employer's and Audiovox's business.
Acknowledgements by the Executive. The Executive represents to Raytec that the Executive has not executed any agreement with any other party which purports to require the Executive to assign any Work or any Invention created, conceived or first practiced by the Executive during a period of time that includes the date of the Executive's commencement of employment with Raytec.
Acknowledgements by the Executive. The Executive acknowledges that (a) during the Employment Period and as a part of his employment, the Executive will be afforded access to Confidential Information; (b) public disclosure of such Confidential Information could have an adverse effect on the Employer and its business; (c) the Employer has required that the Executive make the covenants in this Section 7 as a condition to its employment of the Executive, and (d) the provisions of this Section 7 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information.
Acknowledgements by the Executive. The Executive acknowledges that (a) during the Employment Period and as a part of his employment, the Executive will be afforded access to Confidential Information and will create Confidential Information on behalf of Employer and its subsidiaries and affiliates; (b) public disclosure of such Confidential Information could have an adverse effect on Employer or its subsidiaries or affiliates and their respective businesses; (c) Parent has required that the Executive make the covenants in this Section 7 as a condition to consummation of the transactions contemplated by the Merger Agreement; and (d) the provisions of this Section 7 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information and to provide Employer with exclusive ownership of all Employee Inventions.
