CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. (a) Employee hereby agrees that, during the Term and thereafter, he will not disclose to any Person, or otherwise use or exploit in competition with Employer or Employer’s Affiliates, any of the proprietary or confidential information or knowledge treated by the Employer or Employer’s Affiliates as confidential, including without limitation, trade secrets, processes, records of research, information included in proposals, reports, methods, processes, techniques, computer software or programming, or budgets or other financial information, regarding Employer or Employer’s Affiliates, its or their business, properties or affairs obtained by him at any time (i) during the Term or (ii) during any employment of Employee with the Employer or any of Employer’s Affiliates prior to the Commencement Date (“Prior Employment”), except to the extent required to perform the Services; PROVIDED that the foregoing shall not apply to: (A) information in the public domain other than by reason of a violation of this Agreement by Employee, or (B) information that Employee is compelled to disclose by operation of law or legal process (so long as Employee provides Employer with prior notice of any such compelled disclosure and an opportunity to defend against such disclosure), or (C) information generally known to Employee by reason of his particular expertise that is not specific to the Employer.
(b) Employee hereby agrees that during the Term and for a period of two years thereafter (the “Non-Compete Term”), he will not (i) engage in or carry on, directly or indirectly, any Competing Business in any Territory in which such Competing Business is then engaged in by the Employer, (ii) allow his name to be used by any Person engaged in any Competing Business, (iii) invest in, directly or indirectly, any Person engaged in any Competing Business, or (iv) serve as an officer or director, employee, agent, associate or consultant of any Person engaged in a Competing Business (other than Employer or any Employer’s Affiliate). Notwithstanding the foregoing, the Non-Compete Term shall be only for the Term hereof in the event Employee’s employment hereunder is terminated by the Employer hereunder without Cause (as provided in Section 8(c) below) and shall be for a period of twelve (12) months following such termination by the Employee with Good Reason (as provided in Section 8(d) below). Subject to Section 3 (b) hereof, nothing herein shall prohibit the Employee from (A) investing in any bu...
CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. 5.1 Executive understands that the Company and its affiliates possess Proprietary Information (as defined below) which is important to its business and that this Employment Agreement creates a relationship of confidence and trust between Executive and the Company and its affiliates with regard to Proprietary Information. Nothing in this Section 5 shall be deemed modified or terminated in the event of the termination or expiration of this Employment Agreement.
5.2 For purposes of this Employment Agreement, "Proprietary Information" is information that was or will be developed, created, or discovered by or on behalf of the Company and its affiliates and predecessors, or is developed, created or discovered by Executive while performing services under this Employment Agreement, or which became or will become known by, or was or is conveyed to the Company and its affiliates which has commercial value in the Company's and its affiliates' business. "Proprietary Information" includes, but is not limited to, trade secrets, ideas, techniques, business, product, or franchise development plans, customer information, franchisee information and any other information concerning the Company's and its affiliates' actual or anticipated business, development, personnel information, or which is received in confidence by or for the Company and its affiliates from any other person.
CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. Acceptance of this Agreement requires the Executive's separate signature and acceptance of the Confidential Information and Non-Compete Agreement attached to this Agreement as Exhibit A.
CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. All payments and benefits to Xxxxxx shall be subject to Xxxxxx'x compliance with this Agreement and the provisions of this Section 6. However, Xxxxxx'x covenants contained in this Section 6 shall terminate and shall be unenforceable and of no further legal force or effect in the event the Company, its successors or assigns, becomes insolvent, is liquidated or ceases for any reason to conduct business operations for a continuous period of at least thirty (30) days.
CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. 5.1 Proprietary Information and Inventions. Executive understands and agrees that he will execute and be bound by a Proprietary Information and Inventions Agreement in the form attached hereto as Exhibit 1.
CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. (a) Employer acknowledges that Executive has certain professional obligations to third parties described in Exhibit "A" hereto and that Executive will continue to perform those obligations. With respect to such of those professional obligations as may or may appear to constitute a conflict between the interests of Employer and the interests of such third parties, Employer and Executive agree that Executive shall not provide services to Employer or such third parties in connection with any maters now existing or hereafter arising in which the interests of Employer or such third parties are adverse or have the potential to be adverse.
(b) Executive hereby agrees that, during the term of this Agreement and thereafter, he will not disclose to any person, or otherwise use or exploit any of the proprietary or confidential information or knowledge, including without limitation to, trade secrets, processes, records of research, proposals, reports, methods, processes, techniques, computer software or programming, or budgets or other financial information, regarding Employer, its business, properties or affairs obtained by him at any time prior to or subsequent to the execution of this Agreement, except in the furtherance of the interests of Employer in the execution of Executive's duties hereunder or as may be required pursuant to a lawful order of a judicial tribunal or legislative body of competent jurisdiction.
(c) Upon termination of employment, Executive will deliver to Employer all processes, records of research, proposals, reports, memoranda, computer software and programming, budgets and other financial information, and other materials or records or writings of any other type (including any copy thereof made), used or obtained by Executive in connection with his employment by Employer.
(d) During the term of this Agreement, Executive agrees that he will: (i) neither authorize his name to be used by, (ii) nor engage in or carry on, directly or indirectly, for himself as a member of a partnership or as a stockholder (other than as a stockholder of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation having assets in excess of $10,000,000), investor, officer, or director of a corporation (other than Employer, or any parent, subsidiary, affiliate or successor of Employer), or as an employee, agent, associate, or consultant of any person, partnership, corporation or other business entity, in competition with any business...
CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. (a) The Employee hereby agrees that, during the term of the Agreement and thereafter, he will not disclose to any person or otherwise use or exploit any of the proprietary or confidential information, including, without limitation, trade secrets, processes, records of research, proposals, programming, budgets or customer lists, regarding the Company, its business, properties, or affairs obtained by him at any time prior to or subsequent to the execution of this Agreement, except to the extent required by his performance of assigned duties for the Company.
(b) The Employee hereby agrees that during the term hereof and, unless his employment is terminated by the Company without Cause or is terminated by the Employee for Good Reason, for a period of two (2) years after his termination of employment (including upon Retirement), he will not:
(i) authorize his name to be used by any person, partnership, corporation or other business entity; or
(ii) engage in or carry on, directly or indirectly, whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of any person, partnership, corporation or other business entity which is in material competition with any business carried on, directly or indirectly (through one or more subsidiaries or otherwise), by the Company prior to the date hereof or hereafter conducted by the Company during the term of this Agreement, directly or indirectly (through one or more subsidiaries or otherwise) in any county of the State of California or any other county of any state in the United States or municipality of a foreign country where business is then carried on or conducted by the Company. The Employee shall be deemed to be engaged or concerned with a duty or pursuit which is contrary to any provision of this Agreement only if he receives written notice to such effect, setting forth with reasonable specificity the basis of such claim, from the Company. If, within thirty (30) days from the date of his receipt of any such written notice, the Employee shall take such steps as shall eliminate his engagement in or concern with such duties or pursuits as are specified in such notice as being contrary to this Agreement, the Employee shall not be deemed to have breached any of the provisions of this Agreement in connection therewith or with respect thereto.
(c) The Employee agrees that the remedy at law for any breach by him or any of the covenants and agreements set forth in this Secti...
CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. (a) Executive hereby agrees that, during the term of this Agreement and thereafter, he will not disclose to any person, or otherwise use or exploit any of the proprietary or confidential information or knowledge, including without limitation, trade secrets, processes, records of research, proposals, reports, methods, processes, techniques, computer software or programming, or budgets or other financial information, regarding Employer, its business, properties or affairs obtained by him at any time prior to or subsequent to the execution of this Agreement.
(b) Upon termination of employment Executive will deliver to Employer all processes, records of research, proposals, reports, memoranda, computer software and programming, budgets and other financial information, and other materials or records or writings of any other type (including any copies thereof) made, used or obtained by Executive in connection with his employment by Employer.
(c) During the term of this Agreement, Executive agrees that he will: (i) neither authorize his name to be used by, (ii) nor engage in or carry on, directly or indirectly, for himself as a member of a partnership or as a stock- holder (other than as a stockholder of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation having assets in excess of $10,000,000), investor, officer, or director of a corporation (other than Employer, or any parent, subsidiary, affiliate or successor of Employer), or as an employee, agent, associate, or consultant of any person, partnership, corporation or other business entity, in competition with any business carried on, directly or indirectly, by Employer prior to the date hereof or hereafter conducted, directly or indirectly, by Employer during the term of this Agreement, in any country where business is then carried on or conducted by Employer.
(d) Executive agrees that the remedy at law for any breach by him or any of the covenants and agreements set forth in this Section 3 will inadequate and that in the event of any such breach, Employer may, in addition to the other remedies which may be available to it at law, obtain injunctive relief prohibiting him (together with all those persons associated with him) from the breach of such covenants and agreements.
(e) The parties hereto intend that the covenants and agreements contained in this Section 3 shall be deemed to include a series of separate covenants and agreements. If in any judicial proceeding a c...
CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. All payments and benefits to Xxxxx under the Agreement shall be subject to Xxxxx'x compliance with the provisions of this Section 5.
CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. (a) Employee agrees that following termination of employment he will not disclose any trade secrets or any confidential information nor do anything detrimental to Xxxxxxx or any of its affiliated companies.
(b) Employee will neither engage nor assist during his life, directly or indirectly, in work for or with any business organization using any direct selling sales method in the sale of merchandise nor in any activity competitive, directly or indirectly, with Xxxxxxx or any of its affiliated companies without Xxxxxxx'x written consent in advance nor will he do anything to interfere, directly or indirectly with the business of Xxxxxxx of any of its affiliated companies. "Direct Selling Sales Method" shall mean the selling or offering to sell either through employee sales personnel or through or by independent salespersons to consumer purchasers or prospective consumer purchasers at their residences or at other places not under the control of the seller. This includes, but is not limited to party plan or home demonstration, clubs demonstration and door-to-door selling.
