Competition and Confidentiality. (a) During the period beginning on the Closing Date and ending on the fifth anniversary thereof (the "Non-Competition Period"), the Seller shall not, within North America or Mexico, directly or indirectly, in any capacity, engage in or have a financial interest in, any business that shall be competitive with the Business, nor shall Seller assist any Person that is -33- 39 engaged in, any such business activities (other than as contemplated by the Transitional Services Agreement), including by making available to any such Person any information related to the Company. Notwithstanding the foregoing, the ownership of an interest in any Person that does not derive more than 10% of its revenue from, or hold more than 10% of its assets in, a business engaged in the sale of fresh mushroom products, shall not be a violation of this Section 6.5(a). A Person that derives more than 10% of its revenue from, or holds more than 10% of its assets in, a business engaged in the Business shall be considered a "Competitor." If Seller or any of its Affiliates acquires an ownership interest in a Competitor, the Seller shall be deemed not to have violated this Section 6.5(a) if within one year, (i) the Seller or its Affiliate divests its ownership interests in the Competitor or (ii) if the Person that is a Competitor divests assets as are necessary so that it would no longer meet the definition of Competitor. In addition, during the Non-Competition Period, the Seller shall not solicit any employee of the Company for the purposes of having any such employee terminate his or her employment with the Company. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable law, including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable law. The Seller acknowledges, however, that this Section 6.5 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Company and the Seller hereunder.
(b) The Seller acknowledges that, by reason of its ownership of and involvement with the Company, it has had access to certain confidential information, as defined in the Confidentiality Agreement dated September 24, 1999 between the Seller and the Parent ("Confidential Information") relati...
Competition and Confidentiality. 4.1. The Distributor is allowed to sell other merchandise and services that do not compete with the product range of ENAGIC. However, it is prohibited to present or advertise these products together with the ENAGIC product line. Furthermore, the Distributor shall inform the ENAGIC Management in writing about additional selling activities.
4.2. For the protection of the ENAGIC selling organization, the Distributor is prohibited to misuse the company and induce any member of his downline to sell other products and services aside from or in addition to ENAGIC products. This also applies to other non-ENAGIC-competing products.
4.3. The Distributor shall maintain confidentiality in all information concerning ENAGIC, its members, product range, and selling system if the information is not made accessible to the public during and after his term of service. This includes data and other facts about ENAGIC members including those who do not belong to the Line of Responsibility (downline) of the Distributor. In addition, the Distributor shall only use the information stated above for the sole purpose of ENAGIC.
Competition and Confidentiality. (a) If, during the Employment Term (or any extension thereof), the employment of the Executive is terminated pursuant to Section 7(a) or the Executive voluntarily terminates his employment pursuant to Section 7(d), or if the Company elects not renew this Agreement after the first automatic renewal referred to in Section 5(b) (subject to the Company's right to terminate for Due Cause) for one year from the date of such termination, the Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), with respect to the States of Texas, Oklahoma, Kansas, Missouri, Ohio, Idaho and any other state in which the Company owns, leases or operates motion picture theaters at the time of termination, (i) accept employment or render service to any person, firm or corporation that is engaged in a business directly competitive with the business then engaged in by the Company in such states or (ii) directly or indirectly enter into or in any manner take part in or lend his name, counsel or assistance to any venture, enterprise, business or endeavor, either as proprietor, principal, investor, partner, director, officer, employee, consultant, advisor, agent, independent contractor, or in any other capacity whatsoever, for any purpose that would be competitive with the business of the Company in such states.
(b) It is the desire and intent of each of the parties that the provisions of Section 6(a) shall be enforced to the fullest extent permissible under the laws and public policies applied in the State of Texas. Accordingly, if any particular portion of Section 6(a) shall be adjudicated to be invalid or unenforceable, Section 6(a) shall be deemed amended to (i) reform the particular portion to provide for such maximum restrictions as will be valid and enforceable, or if that is not possible, then (ii) delete therefrom the portion thus adjudicated to be invalid or unenforceable.
(c) During and after the Employment Term, the Executive will not divulge or appropriate to his own use or to the use of others any secret or confidential information or secret or confidential knowledge pertaining to the business of the Company obtained by the Executive in any way while he was employed by the Company. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, w...
Competition and Confidentiality. (a) Each party agrees that so long as it or one of its Affiliates continues to hold an ownership interest in any of the Venture Entities and for a period of 18 months thereafter, it will not directly or indirectly engage or invest in any business in the Subsea Business in direct competition with the business of any of the Venture Entities as conducted immediately following the Closing. It is understood and agreed that (i) a party shall not be deemed to be in violation of this Section 12.6(a) as a result of any acquisition it may make of not more than 5% of the outstanding shares or other units of any security of any entity subject to the requirements of Section 13 or 15(d) of the Exchange Act, (ii) the provisions of this Section 12.6(a) shall not apply to any business activities of any party, or any of its respective Affiliates, actually being conducted as of the date hereof, other than the Cameron Subsea Business and the Schlumberger Subsea Business, and (iii) this Section 12.6(a) shall not be construed to prohibit a party, directly or through any Affiliates, from hereafter acquiring and continuing to own and operate any entity that has operations that directly compete with the Subsea Business as conducted immediately following the Closing if none of the principal operations of such entity so compete. For purposes of this Section 12.6(a), “principal operation” shall mean an operation or line of business of an entity that contributes more than 25% of such entity’s revenues. In the event that either party acquires an entity that has operations competing directly with any of the Venture Entities, the parties agree to, and to cause the Venture Entities to, attempt to negotiate mutually agreeable terms upon which such operations could be transferred to a Venture Entity. In addition, the party that acquires an entity that has operations competing directly with any of the Venture Entities shall implement appropriate firewalls and other procedures are implemented to ensure the protection and confidentiality of the Venture’s business and information. If the party that has acquired the competing business and the Venture Entities cannot reach agreement on the acquisition of the competing business by the Venture Entities, the party that has acquired the competing business shall divest itself of that business no later than the date that is 18 months after the date of acquisition of the competing business. Notwithstanding anything in this Agreement to the contrary, the...
Competition and Confidentiality. (a) During the period beginning on the Closing Date and ending on the fifth anniversary thereof (the "Restricted Period"), the Stockholder (a "Restricted Party") shall not directly or indirectly, in any capacity, own, have a financial interest in, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit its, his or her name to be used in connection with any business or enterprise engaged directly or indirectly with any of those business activities in which the Business is or has been engaged, including the manufacture, distribution and sale of the Products (the "Restricted Business") nor shall any Restricted Party assist any Person (other than the Buyer and its Affiliates) that shall be engaged in the Restricted Business, including by making available to any such Person any information related to the Business.
(b) In addition, no Restricted Party shall, during the Restricted Period, directly or indirectly (i) call on, solicit or attempt to sell any product to any customer of the Business who was a customer of the Business on the Closing Date or during the two years preceding the Closing Date or whose identity was known to the Restricted Party as one the Company intended to solicit within the following year, or (ii) divert to any competitor of the Buyer or the Company (or any of their Affiliates) any customer or supplier of the Buyer or the Company (or any of their Affiliates), or (iii) solicit any Person employed by the Company on the date hereof or during the period from the date hereof through the Closing Date for the purpose of having any such Person terminate his or her employment with the Company, or offer employment to or hire any employee of the Business.
(c) If a court determines that the foregoing restrictions in subsections (a) and (b) above are too broad or otherwise unreasonable under applicable Laws, including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Laws. Each Restricted Party acknowledges, however, that this Section 9.1 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertainin...
Competition and Confidentiality. (a) The Executive acknowledges that: (i) the Company, and other members of the Group are engaged in the business of providing services which include, but are not limited to, the ownership and operation of pipelines and other oil and gas facilities and oil and gas mineral interests, and the consideration and participation in Projects (as defined below (the “Business”); (ii) the Executive’s work for the Company will give the Executive the trade secrets of and other confidential information concerning the Company and the other members of the Group; (iii) the Executive’s covenants in this Section 6 are essential to protect the Business and the goodwill of the Group and they impose a reasonable restraint on the Executive in light of the activities and business of the Group on the date hereof; and (iv) the Executive has the means to support himself and his dependents other than by engaging in the Business in contravention of this Section 7, and this Section 7 will not impair his ability to provide that support. Accordingly, the Executive covenants that he will not, at any time during the Employment Term or the period of two years after the termination of the Executive’s employment pursuant to Section 6(a), or (d) (the “Post-employment Restricted Period”), either directly or indirectly, through one more affiliates: (i) engage as an officer, director or in any other managerial capacity or as an owner, co-owner or other investor of or in, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, dealer or distributor of any kind, in any business selling any products or providing any services in competition with the Business or the Group within the 30 mile radius area surrounding any facility in which any member of the Group is then engaged in providing that product or service (the “Territory”); (ii) call on or otherwise solicit any natural person who is at that time employed by any member of the Group in any managerial capacity with the purpose or intent of attracting that person from the employ of the Group; (iii) call on, solicit or perform services for, either directly or indirectly, any person that at that time is, or at any time within one year prior to that time was, a customer of any member of the Group within any Territory, for the purpose of soliciting or selling any product or service in competition with the Group within that Territory, and/or (iv) .engage in any acquisition, capital project, joint venture, inves...
Competition and Confidentiality. Executive agrees to sign and understands that his or her employment as an Executive is contingent on signing and returning to the Company the Proprietary Information, Inventions, Confidentiality and Competition Agreement (the “Proprietary Information Agreement”) attached hereto as Exhibit A concurrently with the execution of this Agreement. The parties agree that the obligations set forth in the Proprietary Information Agreement shall survive termination of this Agreement and termination of the Executive’s employment, regardless of the reason for such termination.
Competition and Confidentiality. Member may engage in any other business, whether or not the same or similar to the business of the Company, and whether or not such other business is competitive with the Company. The Company shall have no rights in the income or profits of that business.
Competition and Confidentiality. 5.1 Member and Special Member may engage in any other business, whether or not the same or similar to the business of the Company, and whether or not such other business is competitive with the Company. The Company shall have no rights in the income or profits of that business.
Competition and Confidentiality. If, following retirement pursuant to paragraph 6 or 7, and through the period until all payments have been made under this Agreement, the Employee competes with the Corporation, reveals to any third party any trade secrets or financial or other confidential information concerning the Corporation, does not perform required services pursuant to paragraph 4 hereof, or is convicted of a felony, any supplemental income thereafter payable hereunder shall be forfeited. As used in this Agreement, “compete” shall mean entering into, performing or engaging, directly or indirectly, in the rendering of engineering services or allied Professional services similar to those provided by the Corporation, including but not limited to consulting, planning and surveying, either as an individual for his own account, or as a partner or joint venturer, or as an employee or agent for any person or as an officer, director, or shareholder of any business entity or otherwise, within the State of Florida, or any state in which the Corporation has an office or offices. Employee acknowledges that his services under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character, and that a breach by Employee of this paragraph 15 could cause the Corporation irreparable injury and damage and would therefore cause a breach of this Agreement.
