Clients and Customers. 16.1. Employee covenants with the Corporation that the clients and customers of the Corporation, both actual and contemplated, constitute actual and prospective business relationships, which are proprietary to the Corporation and comprise, in part, the Corporation's confidential information and trade secrets.
16.2. In order to protect the Corporation's proprietary rights and to promote and ensure the continuity of the Corporation's contractual relations with its customers and clients, Employee covenants and agrees that, notwithstanding the provisions of Section 16.1 hereof, and for so long as Employee holds any position or affiliation with the Corporation, including service to the Corporation as an officer, director, employee, consultant, agent or contractor, and for a period of twelve (12) months from the date Employee ceases to hold any such position or status with the Corporation or otherwise becomes disaffiliated with the Corporation, he will not directly or indirectly, or permit or encourage others to directly or indirectly (i) interfere in any manner whatsoever with the Corporation's contractual relations with any clients or customers, or (ii) induce or attempt to induce any client or customer of the Corporation to cease doing business with the Corporation.
16.3. In the event any court of competent jurisdiction determines or holds that all or any portions of the covenants contained in this Section 16.0 are unlawful, invalid or unenforceable for any reason, then the parties hereto agree to modify the provisions of this Section 16.0 if and only to the extent necessary to render the covenants herein contained enforceable and otherwise in conformance with all legal requirements.
Clients and Customers. 7.1 In order to protect the Corporation's proprietary rights and to promote and ensure the continuity of the Corporation's contractual relations with its customers and clients, the Employee covenants and agrees that, for so long as the Employee holds any position or affiliation with the Corporation, including service to the Corporation as an officer, director, employee, consultant, agent or contractor, and for a period of six (6) months from the date the Employee ceases to hold any such position or status with the Corporation or otherwise becomes disaffiliated with the Corporation, he will not directly, or permit or encourage others to directly (i) interfere in any manner whatsoever with the Corporation's contractual or prospective relations with any clients or customers, or (ii) induce or attempt to induce any client or customer of the Corporation to cease doing business with the Corporation, or (iii) solicit, offer to retain, or retain, or in any other manner engage or enter into any business or other arrangement with any of the Corporation's customers or clients to provide any services or products to any of such customers or clients as they may from time to time exist or be constituted, except and unless such arrangement for the provision of products or services is not in any way competitive with the products or services actually provided by the Corporation to its clients or customers or proposed to be provided by the Corporation to its clients or customers, or except under circumstances to which the Corporation has consented in writing, which consent shall not be unreasonably withheld.
7.2 In the event any court of competent jurisdiction determines or holds that all or any portions of the covenants contained in this Section 7 are unlawful, invalid or unenforceable for any reason, then the parties hereto agree to modify the provisions of this Section 7 if and only to the extent necessary to render the covenants herein contained enforceable and otherwise in conformance with all legal requirements.
Clients and Customers. 16.1 Employee covenants with the Corporation that the clients and customers of the Corporation, both actual and contemplated, constitute actual and prospective business relationships which are proprietary to the Corporation and comprise, in part, the Corporation’s confidential information and trade secrets.
16.2 In order to protect the Corporation’s proprietary rights and to promote and ensure the continuity of the Corporation’s contractual relations with its customers and clients, Employee covenants and agrees that, and for so long as Employee holds any position or affiliation with the Corporation, including service to the Corporation as an officer, director, employee, consultant, agent or contractor, and for a period of twelve (12) months from the date Employee ceases to hold any such position or status with the Corporation or otherwise becomes disaffiliated with the Corporation, he will not directly or indirectly, or permit or encourage others to directly or indirectly (i) interfere in any manner whatsoever with the Corporation’s contractual relations with any clients or customers, or (ii) induce or attempt to induce any client or customer of the Corporation to cease doing business with the Corporation.
16.3 In the event any court of competent jurisdiction determines or holds that all or any portions of the covenants contained in this Section 16.0 are unlawful, invalid or unenforceable for any reason, then the parties hereto agree to modify the provisions of this Section 16.0 if and only to the extent necessary to render the covenants herein contained enforceable and otherwise in conformance with all legal requirements.
Clients and Customers. (a) During the term hereof, any and all new client engagements obtained or procured by BMTS for MedClean’s products and services shall be deemed MedClean’s clients, Any contracts or agreements for MedClean products or services shall be executed in the name of and inure to the benefit of MedClean. Any and all new client engagements obtained or procured by BMTS for BMTS’ products and services shall be deemed BMTS’ clients, Any contracts or agreements. For BMTS’ products or services shall be executed in the name of and inure to the benefit of BMTS.
(b) Should this Agreement terminate prior to the consummation of the Merger, then and in such event (i) all contracts signed during the term under the MedClean name for existing MedClean products or services shall be free of any claim of BMTS, (ii) all contracts signed under the MedClean name for products or services developed by BMTS during the term shall remain the sole and separate property of BMTS, free of any claim of MedClean, and (iii) all contracts signed under the BMTS name for products or services developed by BMTS during the term shall remain the sole and separate property of BMTS. free of any claim of MedClean. Each party shall indemnify, defend and hold harmless the other from any future liability under client contracts which inure to that party following the termination hereof.
Clients and Customers. In connection with the Acquired Assets, (i) there has been no material dispute between any Seller and Digital Access;
Clients and Customers. (a) Schedule 5.26 contains (A) a true and complete list of the clients and customers of the Business for the year then ended December 31, 2002 and for the five (5) month period ended May 31, 2003; provided that such Schedule may list only one client in any joint-representation engagement and (B) the name of the employee principally responsible for providing services to and, if different, billing each such client and customer to whom the Business provided services during 2002 and 2003.
(b) Schedule 5.26 contains (A) a true and complete list of all written contracts, agreements, retainers and accepted proposal letters pursuant to which the Business was actively rendering services to its clients and customers as of July 31, 2003 (the "CLIENT CONTRACTS") in excess of Fifty Thousand Dollars ($50,000) and (B) a true and correct description of (x) any and all disputes or defaults arising under or with respect to the Client Contracts in connection with which a client or customer has threatened, or is expected to, terminate its contract with Sellers or claim for Damages, and (y) all loans or advances made by Sellers to or on behalf of clients and customers of the Business, which description includes the date of such loan or advance and the principal balance of outstanding as of the date of this Agreement under each such loan or advance. To the Knowledge of Sellers and Nextera, no client or customer of the Business has threatened to terminate, fail to renew or adversely modify any relationship with the Business.
(c) There are no existing or, to the Knowledge of Sellers or Nextera, threatened service liability, warranty or other similar claims, against Sellers for services which are defective or fail to meet any service warranties. Except as set forth on Schedule 5.26, since December 31, 2001, Sellers have not recorded any renegotiation or price redetermination of any Business transaction in an amount in excess One Hundred Thousand Dollars ($100,000).
Clients and Customers. Each Restricted Person acknowledges and agrees that he, she or it shall not at any time either directly or indirectly, on his, her or its own behalf or on behalf of any Person, use Confidential Information to solicit, induce, or attempt to solicit or induce, any past or present customer of the Company to alter, limit, decrease or cancel its business with the Company.
Clients and Customers. Section 3.01 (v) to the MAI Disclosure Letter lists the names and locations of the clients and customers of MAI from January 1, 2002 through the Closing Date.
Clients and Customers. 8.1 The Recipient and its Agents will not, either while discussions in relation to the Proposed Transaction are taking place, or in the event that the Proposed Transaction does not proceed for any reason for a period of twelve months after the discussions in relation to the Proposed Transaction have ended, solicit the custom of or entice away from the Disclosing Party whether on their own behalf or on the behalf of others, any person, firm or company who is or was a client or customer of the Disclosing Party if the type of goods or services in respect of which the client or customer is solicited were supplied to the client or customer by the Disclosing Party in the twelve months before the date of this Agreement or during discussions regarding the Proposed Transaction.
8.2 The undertaking in this clause applies to actions carried out by the Recipient and its Agents in any capacity and whether directly or indirectly, on its own behalf, on behalf of any other person or jointly with any other person.
Clients and Customers. Jericho has no current customers or clients.
