Assistance to Competitors Sample Clauses

Assistance to Competitors. Unless otherwise provided in this Subsection or in the Section in this Agreement entitled “Extent of Services,” Executive shall not during the Term and for a period of two years following the severance of Executive’s employment with the Company own a material interest in, render financial assistance to, or offer personal services to (whether for payment or otherwise), (i) any person or entity that competes with the Company in the Company Business (as defined below), or (ii) any person or entity or any subsidiary or affiliate of any person or entity which is pursuing any business or investment opportunity which the Company reviewed within the previous six month period. “Company Business” shall mean the conduct of the oil and gas exploration and development business in those basins or areas of mutual interest (i) within which the Company directly or indirectly owns, leases or otherwise holds mineral interests, (ii) as to which the Company is actively evaluating the desirability of directly or indirectly acquiring mineral interests, or (iii) as to which the Company is endeavoring to directly or indirectly acquire mineral interests. Notwithstanding anything to the contrary set forth in this Agreement, Executive shall have the right to own a material interest in or render financial assistance to any person or entity in connection with a project or opportunity in which the Company has failed or declined to exercise its right of first refusal described below. Executive agrees that during the Term he will offer the Company a right of first refusal, in writing, to pursue all opportunities of which Executive learns involving the exploration, development and production of hydrocarbons. Contemporaneously with Executive’s delivery of such written notification to the Company, Executive shall provide the Company with all material information in Executive’s possession or control which is reasonably necessary to enable the Company to evaluate the economic viability and risks of pursuing each such opportunity. Company shall exercise its right of first refusal to pursue such an opportunity by giving Executive written notice of its exercise within forty five business days of its receipt of Executive’s written notification and all of the information described above.
Sample 1Sample 2Sample 3See All (4)
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Assistance to Competitors. During the Term, Executive shall not, except as provided below, own a material interest in (other than up to two percent of the voting securities of a publicly traded corporation), render financial assistance to, or offer personal services to (whether for payment or otherwise), any entity or individual that competes with the Company in the Company Business or any entity or individual that the Company has reviewed as a business or investment opportunity in any given three-month period. “Company Business” shall mean the Company’s oil and gas business as it is conducted or proposed to be conducted on the effective date of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, Executive shall have the right to own a material interest in, render financial assistance to and/or offer personal services to any entity or individual in connection with a project or opportunity in which: (i) such entity or individual produces, or proposes to produce, hydrocarbons through surface or subsurface gas/water separation and disposal; or (ii) the Company has failed or declined to exercise its right of first refusal described below. Executive agrees that he will, in writing, offer the Company a right of first refusal to pursue all opportunities which he desires to pursue involving the exploration, development and production of hydrocarbons which do not involve, or are proposed to involve, surface or subsurface gas/water separation and disposal. The parties acknowledge and agree that Executive has no obligation to offer opportunities to the Company which involve, or which are proposed to involve, surface or subsurface gas/water separation and disposal. This right of first refusal shall include such information in Executive’s possession as shall be reasonably necessary to evaluate the economic viability and risks of pursuing each such opportunity. Company shall exercise its right of first refusal to pursue such an opportunity by giving Executive written notice of its exercise within ten business days of its receipt of Executive’s written offer.
Sample 1Sample 2See All (4)
Assistance to Competitors. During Employee’s employment with the Company, Employee and Employee’s spouse and immediate family members shall not own a material interest in (other than up to two percent of the voting securities of a publicly traded corporation) any entity or individual that competes with the Company in the Company Business. Employee and Employee’s spouse and immediate family members will not, without the Company’s prior express written consent, engage in any other employment or business that (i) directly competes with current or future Company Business; (ii) uses any Company information, equipment, supplies, facilities or materials; or (iii) otherwise conflicts with Company Business interests or causes a potential disruption of its operations. “Company Business” shall mean the Company’s business as it is currently conducted and any other business activity in which the Company is engaged at any time during the period of Employee’s employment with the Company. In the event of termination for Cause of Employee’s employment with the Company, all provisions in this Section 6.1 of the Agreement shall continue in effect for a term of three years from the termination date. In the event of termination, other than for Cause, of Employee’s employment with the Company, all provisions in this Section 6.1 of the Agreement shall continue in effect for a term of one year from the termination date.
Sample 1Sample 2Sample 3
Assistance to Competitors. During the Term, Executive shall not, except as provided below, own a material interest in (other than up to two percent of the voting securities of a publicly traded corporation), render financial assistance to, or offer personal services to (whether for payment or otherwise), any entity or individual that competes with the Company in the Company Business. “Company Business” shall mean the Company’s oil and gas business as it is conducted or proposed to be conducted during the Term.
Sample 1Sample 2
Assistance to Competitors. Unless otherwise provided in this Subsection, Executive shall not during the Term and for a period of two years following the severance of Executive’s employment with the Company own a material interest in, render financial assistance to, or offer personal services to (whether for payment or otherwise), (i) any person or entity that competes with the Company in the Company Business (as defined below), or (ii) any person or entity or any subsidiary or affiliate of any person or entity which is pursuing any business or investment opportunity which the Company reviewed within the previous six month period. “Company Business” shall mean the conduct of the oil and gas exploration and development business in those basins or areas of mutual interest (i) within which the Company directly or indirectly owns, leases or otherwise holds mineral interests, (ii) as to which the Company is actively evaluating the desirability of directly or indirectly acquiring mineral interests, or (iii) as to which the Company is endeavoring to directly or indirectly acquire mineral interests. Notwithstanding anything to the contrary set forth in this Agreement, Executive shall have the right to own a material interest in or render financial assistance to any person or entity in connection with a project or opportunity in which the Company has failed or declined to exercise its right of first refusal described below. Executive agrees that during the Term he will offer the Company a right of first refusal, in writing, to pursue all opportunities of which Executive learns involving the exploration, development and production of hydrocarbons. Contemporaneously with Executive’s delivery of such written notification to the Company, Executive shall provide the Company with all material information in Executive’s possession or control which is reasonably necessary to enable the Company to evaluate the economic viability and risks of pursuing each such opportunity. Company shall exercise its right of first refusal to pursue such an opportunity by giving Executive written notice of its exercise within forty five business days of its receipt of Executive’s written notification and all of the information described above.
Sample 1
Assistance to Competitors. During Executive's employment with the Company, Executive and Executive's spouse and immediate family members shall not own a material interest in (other than up to 2% of the voting securities of a publicly traded corporation), render financial assistance to, or offer personal services to (whether for payment or otherwise), any entity or individual that competes with the Company in the Company Business. "Company Business" shall mean the Company's business as it is currently conducted and any other business activity in which the Company is engaged at any time during the period of Executive's employment with the Company.
Sample 1
Assistance to Competitors. During the Employment Term, Executive shall not own a material interest in, render financial services to, or offer personal services to (whether for compensation or otherwise) any entity or individual that competes with the business activities of the Company ("Company Business"). "Company Business" shall mean the Company's business as it is currently conducted by the Company or by any of its affiliates (collectively referred to in this Section 7 as the "Company"), and any other business activity in which the Company is, has been, or becomes engaged in at any time during the Employment Term.
Sample 1
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Related to Assistance to Competitors

  • Handling Sensitive Personal Information and Breach Notification A. As part of its contract with HHSC Contractor may receive or create sensitive personal information, as section 521.002 of the Business and Commerce Code defines that phrase. Contractor must use appropriate safeguards to protect this sensitive personal information. These safeguards must include maintaining the sensitive personal information in a form that is unusable, unreadable, or indecipherable to unauthorized persons. Contractor may consult the “Guidance to Render Unsecured Protected Health Information Unusable, Unreadable, or Indecipherable to Unauthorized Individuals” issued by the U.S. Department of Health and Human Services to determine ways to meet this standard. B. Contractor must notify HHSC of any confirmed or suspected unauthorized acquisition, access, use or disclosure of sensitive personal information related to this Contract, including any breach of system security, as section 521.053 of the Business and Commerce Code defines that phrase. Contractor must submit a written report to HHSC as soon as possible but no later than 10 business days after discovering the unauthorized acquisition, access, use or disclosure. The written report must identify everyone whose sensitive personal information has been or is reasonably believed to have been compromised. C. Contractor must either disclose the unauthorized acquisition, access, use or disclosure to everyone whose sensitive personal information has been or is reasonably believed to have been compromised or pay the expenses associated with HHSC doing the disclosure if: 1. Contractor experiences a breach of system security involving information owned by HHSC for which disclosure or notification is required under section 521.053 of the Business and Commerce Code; or 2. Contractor experiences a breach of unsecured protected health information, as 45 C.F.R. §164.402 defines that phrase, and HHSC becomes responsible for doing the notification required by 45 C.F.R. §164.404. HHSC may, at its discretion, waive Contractor's payment of expenses associated with HHSC doing the disclosure.

  • Access to Personal Information by Subcontractors Supplier agrees to require any subcontractors or agents to which it discloses Personal Information under this Agreement or under any SOW to provide reasonable assurance, evidenced by written contract, that they will comply with the same or substantially similar confidentiality, privacy and security obligations with respect to such Personal Information as apply to Supplier under this Agreement or any SOW. Supplier shall confirm in writing to DXC that such contract is in place as a condition to DXC’s approval of use of a subcontractor in connection with any SOW. Upon request of DXC, Supplier will provide to DXC a copy of the subcontract or an extract of the relevant clauses. Supplier shall ensure that any failure on the part of any subcontractor or agent to comply with the Supplier obligations under this Agreement or any SOW shall be grounds to promptly terminate such subcontractor or agent. If during the term of this Agreement or any SOW, DXC determines, in its exclusive discretion, that any Supplier subcontractor or agent cannot comply with the Supplier obligations under this Agreement or with any SOW, then DXC may terminate this Agreement in whole or in part (with respect to any SOW for which such subcontractor or agent is providing services), if not cured by Supplier within the time prescribed in the notice of such deficiency.

  • Employee and Family Assistance Plan The CODC PRO Care Plan is an industry-funded employee and family assistance plan for employees and their eligible family members according to the participation of sponsoring organizations and employers as well as Plan eligibility rules. Employees must be enrolled in the Plan by their employer to become eligible for Plan benefits, subject to the Plan eligibility rules. An individual employee cannot self-enroll in the Plan. i. Employers are required to remit the Contract Administration and Industry Development fees and the monthly CODC Employer Report Form to CODC by the 15th of the month following the month in which the hours were worked. ii. Employers must also submit the monthly Employee Data Report to the PRO Care plan by the 15th of the month following to facilitate the confidential determination of eligibility by the EFAP provider. There are three ways to submit this data:  entering the data directly on the CODC website at xxx.xxxx.xx/xxxxxxx  uploading an excel spreadsheet in the required format to the website (a sample spreadsheet can be downloaded from the website)  Forwarding an excel spreadsheet in the required format electronically to xxxxxxx@xxxxxxx.xxx. Hard copies of data will not be accepted.

  • Permitted Uses and Disclosure by Business Associate (1) General Use and Disclosure Provisions Except as otherwise limited in this Section of the Contract, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in this Contract, provided that such use or disclosure would not violate the HIPAA Standards if done by Covered Entity or the minimum necessary policies and procedures of the Covered Entity.

  • EMPLOYMENT ASSISTANCE I understand that the College has not made and will not make any guarantees of employment or salary upon my graduation. The College will provide me with placement assistance, which will consist of identifying employment opportunities and advising me on appropriate means of attempting to realize these opportunities. I authorize HCI College’s representatives to contact potential employers for the purpose of advocating on my behalf and release my name and job application materials, including, but not limited to, my cover letter, resume, and transcript to prospective employers. I authorize HCI College and its third-party vendors to contact my employer to verify pertinent employment information for my graduate record.

  • Permitted Uses and Disclosures by Business Associate Except as otherwise limited by this Agreement, Business Associate may make any uses and disclosures of Protected Health Information necessary to perform its services to Covered Entity and otherwise meet its obligations under this Agreement, if such use or disclosure would not violate the Privacy Rule if done by Covered Entity. All other uses or disclosures by Business Associate not authorized by this Agreement or by specific instruction of Covered Entity are prohibited.

  • Access to Company Information (a) During the period from the date of this Agreement to the Effective Time, the Company shall permit representatives of the Parent to have reasonable access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Company) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the Company. (b) The Parent and each of its Subsidiaries (i) shall treat and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use any of the Company Confidential Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “Company Confidential Information” means any information of the Company that is furnished to the Parent or any of its Subsidiaries by the Company in connection with this Agreement; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (C) which the Parent or any of its Subsidiaries knew or to which the Parent or any of its Subsidiaries had access prior to disclosure, as demonstrated by competent evidence, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company, or (D) which the Parent or any of its Subsidiaries rightfully obtains from a source other than the Company, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company.

  • Covenant Not to Compete (a) Each of Parent and Seller agrees that for a period of 3 years after the Closing Date neither of them nor any of their respective Affiliates shall, directly or indirectly, for himself, herself or itself, or on behalf of any other person, firm, entity or other enterprise, be employed by, be an officer, director or manager of, act as a consultant for, be a partner in, have a proprietary interest in, or loan money to any person, enterprise, partnership, association, corporation, limited liability company, joint venture or other entity which is directly or indirectly in the business of owning, operating or managing any mobile radiological, EKG, or any other business currently conducted by Seller (the "Applicable Businesses"), now or hereafter competitive with any such Applicable Business of Buyer (including, without limitation, the Business), IHS or any of their respective Affiliates, located in any state in which Buyer, IHS or Seller is currently conducting such business; provided, however, that nothing contained herein shall restrict Seller from performing its obligations under any Temporary Excluded Contracts as provided in Section 1.4(c) or restrict Parent or any of its Affiliates from operating or owning any of their existing businesses or investments or renting or leasing any equipment, provided that they do not expand into the foregoing prohibited activities. The restrictions contained in this Section 5.5 (other than the confidentiality provisions) shall not be binding upon any third party purchaser of Parent, or of any assets, stock, division or business unit of Parent or of any Affiliate of Parent. (b) Seller and Parent represent and warrant that there are no employees, consultants or agents of Parent having expertise in the operation of the Applicable Business or having a relationship with any customers of the Applicable Business. Notwithstanding anything to the contrary contained in this Agreement, the foregoing representation and warranty and all indemnification rights with respect thereto shall not expire until the date that is three (3) years after the date hereof. (c) Seller and the Parent hereby agree that, for a period of three (3) years following the date hereof, without the express written consent of IHS, none of Seller, the Parent and their respective Affiliates will directly or indirectly, for themselves or on behalf of any other person, firm, entity or other enterprise: (i) solicit any client, facility or patient who, prior to the date hereof, was a client, facility or patient of Seller with respect to the Applicable Business; or (ii) hire, entice away or in any other manner persuade any employee, consultant, representative or agent who was an employee, consultant, representative or agent of Seller prior to the date hereof, to alter, modify or terminate their relationship with Buyer or IHS. (d) The Parent and Seller each acknowledges that the restrictions contained in this Section 5.5 are reasonable and necessary to protect the legitimate business interests of Buyer and IHS and that any violation thereof by either of them would result in irreparable harm to Buyer and IHS, and that damages in the event of such a breach will be difficult, if not impossible, to ascertain. Accordingly, the Parent and Seller each agrees that upon the violation by it of any of the restrictions contained in this Section 5.5, Buyer and IHS shall be entitled to obtain from any court of competent jurisdiction a preliminary and permanent injunction as well as any other relief provided at law, equity, under this Agreement or otherwise, without the necessity of posting any bond or other security whatsoever. In the event any of the foregoing restrictions are adjudged unreasonable in any proceeding, then the parties agree that the period of time or the scope of such restrictions (or both) shall be adjusted to such a manner or for such a time (or both) as is adjudged to be reasonable. (e) The Parent and Seller each acknowledges that the covenants contained in this Section 5.5 are independent covenants and that any failure by the Buyer or IHS to perform its obligations under this Agreement shall not be a defense to enforcement of the covenants contained in this Agreement, including but not limited to a temporary or permanent injunction. (f) Seller and Parent agree to take any and all actions necessary, including, without limitation, commencement of legal proceedings, to enforce each of the non-competition agreements set forth on Schedule 1.4 (a) hereto upon the request of and in accordance with the instructions of Buyer. Seller and Parent shall not be required to advance or expend any funds in connection with their respective obligations under this subsection (f). Buyer shall indemnify and hold harmless Seller and Parent from any loss, liability, damage, cost and expense, including without limitation, reasonable legal fees and expenses, arising out of taking any such actions at Buyer's request. Buyer acknowledges that Seller intends to terminate all Excluded Contracts (not otherwise terminated); provided that Seller shall not shorten the non-competition provisions of such agreements in effect immediately prior to their termination.

  • Confidential Information Noncompetition and Cooperation The terms of the Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement (the “Restrictive Covenant Agreement”), between the Company and the Employee, attached hereto as Exhibit A, shall continue to be in full force and effect and are incorporated by reference in this Agreement. The Employee hereby reaffirms the terms of the Restrictive Covenant Agreement as material terms of this Agreement.

  • Employee Assistance Plan The District will provide an Employee Assistance Plan (EAP) which allows each employee to refer themselves confidentially to the EAP provider. To protect confidentiality, any data which the provider transmits to the District shall be summary only. The Employee Assistance Plan will include individual and/or family counseling.

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