Competition Confidentiality Clause Samples
The Competition/Confidentiality clause serves to restrict parties from engaging in activities that would compete with or disclose sensitive information about the other party. Typically, this clause prohibits sharing proprietary information with third parties and may prevent a party from working with direct competitors during or after the agreement period. Its core function is to protect business interests by minimizing the risk of unfair competition and safeguarding confidential information.
Competition Confidentiality. (a) Executive shall not, directly or indirectly:
(i) during the term of this Agreement engage or be interested, whether as owner, partner, consultant, employee, agent or otherwise, in any business, activity or enterprise which is in competition with the Company's business, or
(ii) neither during the term of this Agreement or thereafter, except on behalf of the Company in the regular course of the Company's business, use, divulge, furnish or make accessible to any third person or organization any confidential or proprietary information concerning the Company or its business, except to the extent required by law, and provided that information now or hereafter in the public domain shall not be deemed confidential or proprietary information.
(b) Executive acknowledges that inasmuch as the Company will suffer immediate and irreparable harm in the event he breaches any of his obligations under this Agreement and inasmuch as the Company will not have an adequate remedy at law, the Company will, in addition to any other remedy available at law or in equity, be entitled to temporary, preliminary and permanent injunctive relief and a decree for specific performance of the terms and provisions of this Agreement in the event of Executive's breach or threatened or attempted breach hereof, without the necessity of showing any actual damage or posting bond or furnishing other security.
Competition Confidentiality. During the Term of this Agreement, Executive shall not, directly or indirectly, engage or be interested in, or work or perform services for, whether as owner, partner, consultant, employee, agent or otherwise, any business, activity or enterprise in competition, directly or indirectly, with the Company’s business; provided, however, notwithstanding the foregoing, Executive may beneficially own (whether individually or as a member of a “group”), for investment purposes only, not more than 1% of any class of security listed on a national securities exchange or traded in the over-the-counter market. Executive shall not, either during the Term of this Agreement or thereafter, except on behalf of the Company in the regular course of the Company s business, use, divulge, furnish or make accessible to any third person or organization any confidential or proprietary information concerning the Company or its business (including information relating to the Company’s assets, financial condition, direct and indirect shareholders, customers, clients and suppliers), except to the extent required by law, and provided that information now or hereafter in the public domain, other than as a result of unauthorized disclosure by Executive, shall not be deemed confidential or proprietary information.
Competition Confidentiality. (a) Executive shall not, directly or indirectly:
(i) during the term of this Agreement engage or be interested, whether as owner, partner, consultant, employee, agent or otherwise, in any business, activity or enterprise which is in competition with the Company's business, provided, however, that notwithstanding the foregoing Executive may own not more than 5% of any class of security listed on a national securities exchange or traded in the over-the-counter market;
(ii) neither during the term of this Agreement or thereafter, except on behalf of the Company in the regular course of the Company's business, use, divulge, furnish or make accessible to any third person or organization any confidential or proprietary information concerning the Company or its business, except to STARMED GROUP, INC. CONFIDENTIAL the extent required by law, and provided that information now or hereafter in the public domain shall not be deemed confidential or proprietary information.
Competition Confidentiality. (a) For a period from the date hereof until the third (3) year anniversary of the Closing Date, the Seller Parent shall not, and shall cause its Subsidiaries not to, manufacture insulated wire in the Philippines, Thailand, Vietnam or Indonesia or sell insulated wire to customers in the Philippines, Thailand, Vietnam or Indonesia in the automotive and appliance industries. Notwithstanding anything to the contrary, this Section 7.6(a) shall cease to apply to the Seller Parent and/or any of its Subsidiaries upon the sale of more than 50% of the capital stock of the Seller Parent or any such Subsidiary (including by way of merger, stock sale or otherwise) to a Person that is not an Affiliate of the Seller Parent prior to such sale. For the avoidance of doubt, this Section 7.6(a) shall not apply to any Person that is not an Affiliate of the Seller Parent that purchases any assets from the Seller Parent and/or its Subsidiaries.
(b) For a period from the date hereof until the three (3) year anniversary of the Closing Date, the Seller Parent shall not, and shall cause its Subsidiaries not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized representatives of the Purchaser or its Affiliates or use or otherwise exploit for its own benefit or for the benefit of anyone other than the Purchaser or its Affiliates, any Purchaser Confidential Information (as defined below). The Seller Parent and its Subsidiaries shall not have any obligation to keep confidential any Purchaser Confidential Information if and to the extent disclosure thereof is required by Law or legal process or is necessary for purposes of performing under this Agreement or any Seller Documents or enforcing any rights under this Agreement or any Seller Documents; provided, however, that in the event disclosure is required by Law or legal process, the Seller Parent shall, to the extent reasonably possible, provide the Purchaser with prompt notice of such requirement prior to making any disclosure so that the Purchaser may seek an appropriate protective Order. For purposes of this section, "Purchaser Confidential Information" shall mean any confidential information relating to the Company but does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public or is otherwise in the public domain on the Closing Date, (ii) becomes either generally available to the public or is otherwise in ...
Competition Confidentiality. (a) Executive shall not, in the case of subparagraph (i) below, at any time during the Employment Term or, in the case of subparagraphs (ii) and (iii) below, at any time during the Employment Term and for a period of one (1) year thereafter, without the prior written consent of the Board, directly or indirectly through any other person or entity:
(i) own, acquire in any manner any ownership interest in (except as purely passive investments amounting to no more than five percent of the voting equity), or serve as a director, officer, employee, counsel or consultant of any Competing Business,
(ii) solicit, entice, persuade or induce any individual who currently is, or at any time during the preceding twelve months shall have been, an officer, director or employee of the Company, or any of its affiliates, to terminate or refrain from renewing or extending such person’s employment with the Company or such subsidiary or affiliate, or to become employed by or enter into contractual relations with or become a consultant for any other individual or entity, further, Executive shall not approach any such current or former officer, director, or employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity, and Executive shall, for one year, refrain from disclosing to any person or entity the names of Executive’s former fellow employees where the purpose or reasonably foreseeable result of such disclosure is to allow such person or entity to solicit Company employees for employment, or
(iii) except in accordance with Executive’s duties on behalf of the Company, solicit, entice, persuade, or induce any individual or entity which currently is, or at any time during the preceding twelve months shall have been, a customer, consultant, vendor, supplier, lessor or lessee of the Company, or any of its subsidiaries or affiliates, to terminate or refrain from renewing or extending its contractual or other relationship with me Company or such subsidiary or affiliate, and Executive shall not approach any such customer, vendor, supplier, consultant, lessor or lessee for such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.
Competition Confidentiality. 4.1 The Seller covenants and agrees to refrain from disclosing to any third party, or use, for its own benefit or that of any third party, without the prior written consent of the Purchaser, and to keep in strict confidence, any non-public information of the Seller, including, without limitation (a) financial, technical or other confidential information or other know-how which is part of the Assets or Intellectual Property of the Seller, including but not limited to any such information about past or current affairs or plans of the Seller, (b) information about suppliers, customers or other persons with whom the Seller has or has had dealings, production and research (the “Confidential Information”). In case the transactions contemplated herein are not consummated, the Purchaser agree not to use or to disclose any Confidential Information. Notwithstanding anything else to the contrary in this Section 4.1, the disclosure of information which (i) becomes generally available to the public through no fault or action of the Seller and its agents, representatives, affiliates, associates or employees, or (ii) that the Seller becomes legally compelled to disclose any of the Confidential Information, and after providing the Purchaser with prompt notice so that it may seek a protective order or other appropriate remedy, shall not be deemed disclosure of Confidential Information.
4.2 Without derogating from the above, the Seller covenants and agrees that following the Closing Date it shall not engage, establish, open or in any manner whatsoever become involved, directly or indirectly, either as an employee, owner, partner, agent, 5% or more passive shareholder (without any participation in the management of such company), director, consultant or otherwise, in any business which competes with the Seller Business.
4.3 In addition, the Seller covenants and agrees not to induce any of the Certain Employees that shall be employed by the Purchaser following the Closing to leave his employment therewith.
Competition Confidentiality