Certain Covenants of the Executive. 9.1 At all times during the Term, and following termination of this Agreement for any reason, the Executive shall keep secret and retain in strictest confidence, and shall not use for the benefit of himself or others except in connection with the business and affairs of the Company, all confidential matters relating to the business of the Company or matters relating to this Agreement, learned by the Executive heretofore or hereafter, and shall not disclose them to anyone outside of the Company, except (i) as required in the course of performing his duties hereunder, (ii) with the Company's express written consent, or (iii) to the extent that the confidential matter (a) is in the public domain or is generally known in the industry through no unlawful act of the Executive or (b) must be disclosed by the Executive pursuant to law. 9.2 All memoranda, notes, lists, records and other documents or papers made or compiled by or on behalf of the Executive, or made available to the Executive in connection with his employment are and shall be the property of the Company and shall be delivered to the Company promptly upon termination of the Executive's employment with the Company or at any other time upon request. 9.3 The Executive agrees that during the Term and for a period of one year from the date of termination of this Agreement for reason other than termination by the Company without Cause or termination by Executive for Good Reason, he will not, either within or without the United States, directly or indirectly, as a stockholder, partner, investor, director, officer, employee, consultant, contractor, agent or in any other capacity, engage in any business that is in competition with the Business of the Company. "Business" shall mean the business of providing mediation software and hardware, telecommunications data warehousing and analysis systems, billing systems or billing service bureau for telecommunications and internet carriers, including Integrated Services Providers (.e.g., CLECs, ILECs, RBOCS, ISPs, PTTs) or system accounting software for enterprises and government telephony and data networks. Provided that the foregoing shall not prohibit the Executive from owning beneficially less than 5% of the outstanding stock of any class of stock of a corporation the securities of which are regularly traded or quoted on a national securities exchange and the foregoing shall not prohibit Executive from performing services as a director, officer, employee, consultant, contractor, agent or in any other capacity, if such services are performed for a company with multiple lines of business and such services are not for the line of business that is in competition with the Company's Business. Specifically, but without limiting the generality of the foregoing, the Executive shall not directly or indirectly:
Appears in 1 contract
Samples: Employment Agreement (Ace Comm Corp)
Certain Covenants of the Executive. 9.1 8.1 At all times during the Term, and following termination of this Agreement for any reason, the Executive shall keep secret and retain in strictest confidence, and shall not use for the benefit of himself or others except in connection with the business and affairs of the Company, all confidential matters relating to the business of the Company or matters relating to this Agreement, learned by the Executive heretofore or hereafter, and shall not disclose them to anyone outside of the Company, except (i) as required in the course of performing his duties hereunder, (ii) with the Company's express written consent, or (iii) to the extent that the confidential matter (a) is in the public domain or is generally known in the industry through no unlawful act of the Executive or (b) must be disclosed by the Executive pursuant to law.
9.2 8.2 All memoranda, notes, lists, records and other documents or papers made or compiled by or on behalf of the Executive, or made available to the Executive in connection with his employment are and shall be the property of the Company and shall be delivered to the Company promptly upon termination of the Executive's employment with the Company or at any other time upon request.
9.3 8.3 The Executive agrees that during the Term and for a period of one year from the date of termination of this Agreement for reason other than termination by the Company without Cause or termination by Executive for Good Reason, he will not, either within or without the United States, directly or indirectly, as a stockholder, partner, investor, director, officer, employee, consultant, contractor, agent or in any other capacity, engage in any business that is in competition with the Business of the Company. "Business" shall mean the business of providing mediation software and hardware, telecommunications data warehousing and analysis systems, billing systems or billing service bureau for telecommunications and internet carriers, including Integrated Services Providers (.e.g., CLECs, ILECs, RBOCS, ISPs, PTTs) or system accounting software for enterprises and government telephony and data networks. Provided that the foregoing shall not prohibit the Executive from owning beneficially less than 5% of the outstanding stock of any class of stock of a corporation the securities of which are regularly traded or quoted on a national securities exchange and the foregoing shall not prohibit Executive from performing services as a director, officer, employee, consultant, contractor, agent or in any other capacity, if such services are performed for a company with multiple lines of business and such services are not for the line of business that is in competition with the Company's Business. Specifically, but without limiting the generality of the foregoing, the Executive shall not directly or indirectly:
Appears in 1 contract
Samples: Employment Agreement (Ace Comm Corp)
Certain Covenants of the Executive. 9.1 8.1 At all times during the Term, and following termination of this Agreement for any reason, the Executive shall keep secret and retain in strictest confidence, and shall not use for the benefit of himself or others except in connection with the business and affairs of the Company, all confidential matters relating to the business of the Company or matters relating to this Agreement, learned by the Executive heretofore or hereafter, and shall not disclose them to anyone outside of the Company, except (i) as required in the course of performing his duties hereunder, (ii) with the Company's express written consent, or (iii) to the extent that the confidential matter (a) is in the public domain or is generally known in the industry through no unlawful act of the Executive or (b) must be disclosed by the Executive pursuant to law.
9.2 8.2 All memoranda, notes, lists, records and other documents or papers made or compiled by or on behalf of the Executive, or made available to the Executive in connection with his employment are and shall be the property of the Company and shall be delivered to the Company promptly upon termination of the Executive's employment with the Company or at any other time upon request. Executive will be provided reasonable access to such information for his own legal defense.
9.3 8.3 The Executive agrees that during the Term and that, for a period of one year from the date of termination of his employment under this Agreement for reason other than termination by the Company without Cause or termination by Executive for Good ReasonAgreement, he will not, either within or without the United States, directly or indirectly, as a stockholder, partner, investor, director, officer, employee, consultant, contractor, agent or in any other capacity, engage in any business that is in competition with the Business of the Company. "Business" shall mean the business of providing mediation Operations Support System hardware and/or software for data and hardware, voice networks operated by telecommunications data warehousing providers and analysis systems, billing systems or billing service bureau for telecommunications and internet carrierslarge enterprises, including Integrated Services Providers (.e.g.for 9 billing data collection, CLECsbilling, ILECscustomer care, RBOCSnetwork surveillance, ISPsalarm processing and network traffic management. "Business" does not include any information technology that is provided to an entity that is not in the telecommunications Operations Support Systems market. Specifically, PTTs) by way of example, "Business" would not include technology used for educational, government, military, retail, wholesale, banking or system accounting software other markets that is not for enterprises and government telephony and data networksthe purpose of telecommunications for these markets. Further, it would not include technology for the telecommunications industry that has not been part of the Company's activities in the last three years nor for the term of this Agreement such as LANs, circuit switching, packet switching, cryptology, dense wavelength division multiplexing, or the like. Provided that the foregoing shall not prohibit the Executive from owning beneficially less than 5% of the outstanding stock of any class of stock of a corporation the securities of which are regularly traded or quoted on a national securities exchange and the foregoing shall not prohibit Executive from performing services as a director, officer, employee, consultant, contractor, agent or in any other capacity, if such services are performed for a company with multiple lines of business and such services are not for the line of business that is in competition with the Company's Businessexchange. Specifically, but without limiting the generality of the foregoing, the Executive shall not directly or indirectly:
Appears in 1 contract
Samples: Employment Agreement (Ace Comm Corp)
Certain Covenants of the Executive. 9.1 8.1 At all times during the Term, and following termination of this Agreement for any reason, the Executive shall keep secret and retain in strictest confidence, and shall not use for the benefit of himself or others except in connection with the business and affairs of the Company, all confidential matters relating to the business of the Company or matters relating to this Agreement, learned by the Executive heretofore or hereafter, and shall not disclose them to anyone outside of the Company, except (i) as required in the course of performing his duties hereunder, (ii) with the Company's express written consent, or (iii) to the extent that the confidential matter (a) is in the public domain or is generally known in the industry through no unlawful act of the Executive or (b) must be disclosed by the Executive pursuant to law.
9.2 8.2 All memoranda, notes, lists, records and other documents or papers ("Documents") made or compiled by or on behalf of the Executive, or made available to the Executive in connection with his employment are and shall be the property of the Company and and, provided that such Documents are in the possession of the Executive or his agent(s), shall be delivered to the Company promptly upon termination of the Executive's employment with the Company or at any other time upon request.
9.3 8.3 The Executive agrees that during the Term and that, for a period beginning on the date of this agreement and ending one year from the date of termination of this Agreement for reason other than Agreement, as a result of termination by of employment or expiration of the Company without Cause or termination by Executive for Good ReasonTerm, he will not, either within or without the United States, directly or indirectly, as a stockholder, partner, investor, director, officer, employee, consultant, contractor, agent or in any other capacity, engage in any business activity that is in competition with the Business of the Company. "Business" shall mean the business of providing mediation software and Operations Support System hardware, telecommunications services and/or software for data warehousing and analysis systems, billing systems or billing service bureau for and/or voice networks operated by telecommunications and internet carriersproviders and large enterprises, including Integrated Services Providers (.e.g.for billing data collection, CLECsbilling, ILECscustomer care, RBOCSnetwork surveillance, ISPsalarm processing and network traffic management. "Business" does not include any information technology that is provided to an entity that is not in the telecommunications Operations Support Systems market. Specifically, PTTs) by way of example, "Business" would not include technology used for educational, government, military, retail, wholesale, banking or system accounting software other markets that is not also for enterprises and government telephony and data networksthe purpose of telecommunications in these markets. Further, it would not include technology for telecommunications that has not been part of the Company's activities in the last three years, from the date hereof, nor for the term of this Agreement Provided that the foregoing shall not prohibit the Executive from owning beneficially less than 5% of the outstanding stock of any class of stock of a corporation the securities of which are regularly traded or quoted on a national securities exchange and the foregoing shall not prohibit Executive from performing services as a director, officer, employee, consultant, contractor, agent or in any other capacity, if such services are performed for a company with multiple lines of business and such services are not for the line of business that is in competition with the Company's Businessexchange. Specifically, but without limiting the generality of the foregoing, the Executive shall not directly or indirectly:
a) Solicit business or in any other way interfere with or disrupt the Company's business relationships with any persons in the Business;
b) Solicit, hire, contract with or enter into any business dealings with, entice or aid or cooperate with others in soliciting or enticing any employees of the Company to leave the Company and join any other company in the Business;
c) Divulge any confidential information regarding the Company to anyone not connected with the Company;
Appears in 1 contract
Samples: Employment Agreement (Ace Comm Corp)
