Associate's Obligations. In exchange for the Company agreeing to provide the above-described benefits to Associate, Associate agrees that prior to receiving any severance compensation from the Company in respect of such termination, whether under this Agreement or otherwise, Associate will execute and deliver to the Company a Waiver, Release and Confidentiality Agreement substantially in the form provided to Associate with this Agreement.
Associate's Obligations. In consideration of the benefits and stock ownership rights to be received by Associate hereunder, Associate and Ingram have further agreed as follows:
a. Associate will not directly or indirectly make known to any person, firm, corporation, partnership or other entity any list, listing or other compilation, whether prepared or maintained by Associate, Ingram or any of Ingrxx'x Xxxiliates, which contains information that is confidential to Ingram or any of its Affiliates about their customers ("Ingram Customers"), including but not limited to names and addresses, or, at any time on or before June 30, 1999, call on or solicit, or attempt to call on or solicit, in either case with the intent to divert business or potential business from Ingram or any of its Affiliates, any of the Ingram Customers with whom he has become acquainted during his employment with Ingram or any of its Affiliates, either for his own benefit or for the benefit of any other person, firm, corporation, partnership or other entity.
b. Through June 30, 1999, Associate will not (i) knowingly solicit, entice, or persuade any associates of Ingram or any of its Affiliates ("Ingram Associates") to leave the services of Ingram or any of its Associates for any reason, or (ii) solicit for employment, hire, or engage any Ingram Associate as an employee, independent contractor or consultant; provided, however, that Associate shall not be prohibited hereby from hiring, either himself or on behalf of his employer, an Ingram Associate who independently initiates contact with Associate for the purpose of seeking new employment.
c. Associate acknowledges that he has unique knowledge of Ingram and its Affiliates and unique knowledge of the computer and software sales and distribution industry. Based on his unique status, he agrees that through June 30, 1999, he will not be employed or hired as an employee or consultant by, or otherwise directly or indirectly provide services for, any of Tech Data, Merisel, Inacom, Computer 2000, XxxxxXxx, Xxxxxxxxxx, Xxxxxxxx, Xxxxx Xxxow, CHS Electronics, Trilogy, PC Order, Marshall, Hallmark, Hamixxxx Xxxet, Daisytek, Azerti, Azlan, Northamber, Tech Pacific, Synnex, GE Capital Information Technology Solutions-North America, Inc. and/or Softbank, and any subsidiary or affiliate of these entities in a business or line of business conducted by any such entity which competes with any line of business conducted by Ingram or any of its Affiliates. Notwithstanding the foregoi...
Associate's Obligations. In consideration of the payments to be made to and the benefits to be received by Associate hereunder, Associate and IMI have further agreed as follows:
a. Associate will not (i) directly or indirectly make known to any person, firm, corporation, partnership or other entity, any list, listing or other compilation or document, whether prepared or maintained by Associate, IMI or any of IMI’s affiliates, which contains information that is confidential to IMI or any of its affiliates about IMI’s customers, vendors and/or partners, including but not limited to names and addresses thereof, or (ii) through the first (1st) anniversary of the Separation Date (the “Restricted Period”), call on or solicit, or attempt to call on or solicit, in either case with the intent to divert business from IMI or any of its affiliates, any of IMI’s customers and/or partners with whom Associate has become acquainted during Associate’s employment with IMI or any of its affiliates, either for Associate’s own benefit or for the benefit of any other person, firm, corporation, partnership or other entity.
b. During the Restricted Period, Associate will not, and will use Associate’s best efforts not to permit any person, firm, corporation, partnership or other entity of which Associate is an officer or control person to (i) knowingly solicit, entice, or persuade any associates of IMI or any of its affiliates (“IMI Associates”) to leave the services of IMI or any of its affiliates for any reason, or (ii) solicit for employment, hire, or for engagement any IMI Associate as an employee, independent contractor or consultant.
Associate's Obligations. The Associate will process the Data for the purpose of providing Associate Services or on any other instructions from the Practice, and not further or otherwise. The Associate will at all times process Data lawfully and will not contravene any statute, regulation or generally accepted code of good practice (including without limitation the Associate's professional obligations as a doctor) in providing the Associate Services to the Practice. The Associate will keep the Data confidential, and will take such security measures as are required to enable the Practice to process the Data in compliance with obligations equivalent to those imposed on the Practice by the Seventh Principle of the Act including the "Security Guidelines" at paragraph 4 of this Schedule and all relevant provisions in the Practice’s policies and protocols applicable to independent contractors as issued and amended from time to time. The Associate will provide such information as is reasonably necessary to enable the Practice to satisfy itself of the Associate's compliance with paragraph 2.2 above. The Associate will also allow the Practice, its employees or authorised agents or advisers the right to inspect the procedures and measures referred in paragraph 2.2 above. The Associate will not allow any third party access to, or use of, the Data without the prior written consent of the Practice. However, if the Associate is required to engage any third party to whom Xxxx will be disclosed to enable the third party to perform its appointment in relation to the relevant Data Subject(s), the third party shall be bound (in advance) by equivalent written terms (also directly enforceable by the Practice) to the terms set out in this Schedule, and/or terms as advised by the Practice from time to time. The Associate shall not appoint any sub-processor of data otherwise. The Associate will not, and shall procure that all relevant third parties will not, process Data outside of the United Kingdom without the prior written consent of the Practice. The Associate will co-operate as far as is reasonable with the Practice in complying with any subject access request and/or responding to any enquiry made, or investigation or assessment of processing initiated by the Information Commissioner in respect of the Data. The Associate will immediately notify the Practice if any individual asks for access to Data, or if contacted by the Information Commissioners Office in relation to the Data. Following termination...
Associate's Obligations. In consideration of the payments to be made to and the benefits to be received by Associate hereunder, Associate and IMI have further agreed as follows:
a. Associate will not directly or indirectly make known to any person, firm, corporation, partnership or other entity, any list, listing or other compilation or document, whether prepared or maintained by Associate, IMI or any of IMI’s affiliates, which contains information that is confidential to IMI or any of its affiliates about Associate’s customers, vendors and/or partners, including but not limited to names and addresses, or .
b. Through March 1, 2014, Associate will not, and will use Associate’s best efforts not to permit any person, firm, corporation, partnership or other entity of which Associate is an officer or control person to (i) knowingly solicit, entice, or persuade any associates of IMI or any of its affiliates (“IMI Associates”) to leave the services of IMI or any of its affiliates for any reason, or (ii) solicit for employment, hire, or engage any IMI Associate as an employee, independent contractor or consultant.
Associate's Obligations. In consideration of the benefits and stock ownership rights to be received by Associate hereunder, Associate and Ingram have further agreed as follows:
a. Associate will not directly or indirectly make known to any person, firm, corporation, partnership or other entity any list, listing or other compilation, whether prepared or maintained by Associate, Ingram or any of Ingrxx'x Xxxiliates, which contains
Associate's Obligations. Subject to the limitations of Section 3(d), Associate shall, regardless of when the Confidential Information was or is received by Associate:
(a) hold in confidence all Confidential Information and not reveal any Confidential Information to any other person without the prior written approval of a senior officer of Alliance Data;
(b) use the Confidential Information only to perform Associate’s duties and functions as an Associate of Alliance Data as directed by Alliance Data, and not use such Confidential Information for any other purpose;
(c) keep all Confidential Information secret and confidential and diligently protect all Confidential Information against loss, and prevent unauthorized use or reproduction thereof; and
(d) if requested by Alliance Data, or immediately upon termination of employment, return to Alliance Data all Confidential Information, all copies (including backup copies), reproductions, reprints and translations thereof, whether written, electronic or otherwise, in the possession of, or under the control of, the Associate.
Associate's Obligations. During the term of this Agreement, Associate shall have the following obligations:
(a) Utilize its best efforts to help NationsRx penetrate the designated health care pharmacy benefit markets as mutually defined with the Product by identifying persons or entities as Sub- Distributors, End-Users or Registered Qualified Prospects;
(b) Present to NationsRx all available information concerning a qualified prospect via Schedule 1. NationsRx will review Schedule 1 within 3 business days following receipt and determine whether such person or entity should be recognized as a Registered Qualified Prospect. NationsRx reserves the right, in its sole discretion, to decline the registration of any person or entity proposed by the Associate as a Registered Qualified Prospect for any reason, including the fact that the person or entity has previously been recognized as a prospect to utilize the Product by NationsRx itself a NationsRx Sub-distributor, or by another Associate.
(c) If NationsRx accepts the registration of a qualified prospect as a Registered Qualified Prospect, Associate shall then utilize its best efforts to introduce NationsRx officers and employees to the respective officers or employees of the Registered Qualified Prospect who can make or influence the decision to utilize the Product;
(d) If NationsRx accepts the registration of a person or entity as a Registered Qualified Prospect, Associate shall not collaborate or attempt to collaborate with any other third party for the purpose of sales and marketing of a competing pharmacy benefit program to the Registered Qualified Prospect.
Associate's Obligations a) Associate shall pay his or her own expenses and will work out of his or her own home or business.
b) Associate understands and agrees that all accounts and business developed and secured by Associate shall be retained by and become the property of the Principal and will at all times be subject to the provisions of Section 8 below.
c) Associate shall defend, indemnify and hold harmless Principal against any and all claims, liabilities, demands, losses, suits, penalties, fines, judgments and costs, including legal costs and expenses and reasonable attorney’s fees, allegedly arising directly or indirectly from Associates actions and/or any willful or negligent act or omission (including the failure to follow Principal’s instructions) done or suffered by Associate.
d) Associate shall not use or display the name “Work At Home Pastor Bless Club Inc.”, “WAHPBC INC”, “Electronic or any signs, symbols, marks, slogans or logo types associated with the name “Xxxxxxxxxxxxxxxxxxxx.xxx” or military rewards program except in the manner authorized in advance by Principal. At no time will Associate, either during the term of this Agreement or thereafter, claim any right to the name “Work At Home PBC”, or the use of such name or any variation thereof or any similar or related service mark or trade name, nor will it contest at any time, directly or indirectly, the ownership or validity thereof, or any present or future registration thereof. Associate shall cease all use and display of the “Work At Home PBC” name and any xxx.xxxxxxxxxxxxx.xxx signs, symbols, marks, slogans and logo types, and return all such materials immediately upon the termination of this agreement.
Associate's Obligations. Associate agrees to treat the Confidential Information as strictly confidential and a trade secret of TCS. Associate agrees not to use, or cause to be used, or disclose or divulge or part with either directly or indirectly the Confidential Information for the benefit of or to any third parties except for or on behalf of or as directed or authorized by TCS or to a person having a valid contract with or need under TCS, any Confidential Information. Upon termination of employment, the Associate agrees to surrender to TCS all Confidential Information that he or she may then possess or have under his or her control.
