Common use of Confidential Information, Competition Clause in Contracts

Confidential Information, Competition. (a) EMPLOYEE acknowledges that, in the course of employment hereunder, EMPLOYEE has and will become acquainted with confidential information belonging to the EMPLOYER. This information may relate to persons, firms and corporations which are or become customers or accounts of EMPLOYER or of a subsidiary or affiliate of EMPLOYER during the term of this Agreement. None of the confidential information which EMPLOYEE may have or may obtain prior to the termination of this Agreement shall be disclosed to any other person either before or after the termination of the Agreement without the prior written permission of EMPLOYER, except such disclosures as may be necessary to the performance by EMPLOYEE of EMPLOYEE'S duties hereunder or unless such information is part of the public domain, is within the prior knowledge of any such other person or is published anywhere without EMPLOYEE'S fault. EMPLOYEE shall return all tangible evidence of all such confidential information to EMPLOYER prior to or at the termination of EMPLOYEES employment. (b) EMPLOYEE expressly covenants and agrees that for a period of two years after the date of termination of EMPLOYEE'S employment with EMPLOYER, EMPLOYEE will not, acting alone or in conjunction with others, directly or indirectly, solicit business of any type engaged in by EMPLOYER (or any subsidiary or affiliate of EMPLOYER) from any person or business which is an account, customer or client of EMPLOYER (or any subsidiary or affiliate of EMPLOYER) or induce or attempt to influence any such account, customer or client to curtail or cancel its business with EMPLOYER (or any subsidiary or affiliate of EMPLOYER). (c) Because the remedy at law for any breach of the provisions of this Section 7 would be inadequate, EMPLOYEE hereby consents to the granting, by any court having jurisdiction and without the necessity of providing actual monetary loss, of an injunction or other equitable relief enjoining any breach of such provisions. (d) EMPLOYEE and EMPLOYER recognize that the laws and public policies of the various states of the United States may differ as to the validity and enforceability of covenants and undertakings similar to those set forth in paragraph (b) of Section 7. It is the intention of EMPLOYER and EMPLOYEE that the provisions of paragraph (6) of Section 7 shall be enforced to the fullest extent permissible under the laws and public policies of each state and jurisdiction in which such enforcement is sought, and the unenforceability (or the modification to conform to such laws or public policies) of any provision of such paragraph shall not render unenforceable, or impair, the remainder of the provisions of such paragraph. Accordingly, if any provisions of such paragraph shall be determined to be invalid or unenforceable, either in whole or in part, under the laws or public policies of any state or jurisdiction in which enforcement is sought, as to such state or jurisdiction the provisions of such paragraph shall be deemed amended to delete or modify, as necessary, the offending provision and to alter the balance hereof in order to render it valid and enforceable in such state or jurisdiction. (e) Notwithstanding any termination of EMPLOYEE'S employment, all of the covenants and agreements of EMPLOYEE under this Section 7 shall continue in full force and effect in accordance with the terms hereof, even if such termination is for cause pursuant to Section 6.

Confidential Information, Competition. (a) EMPLOYEE acknowledges that, in the course of employment hereunder, EMPLOYEE has and will become acquainted with confidential information belonging to the EMPLOYER. This information may relate to persons, firms and corporations which are or become customers or accounts of EMPLOYER or of a subsidiary or affiliate of EMPLOYER during the term of this Agreement. None of the confidential information which EMPLOYEE may have or may obtain prior to the termination of this Agreement shall be disclosed to any other person either before or after the termination of the Agreement without the prior written permission of EMPLOYER, except such disclosures as may be necessary to the performance by EMPLOYEE of EMPLOYEE'S duties hereunder or unless such information is a part of the public domain, is within the prior knowledge of any such other person or is published anywhere without EMPLOYEE'S fault. .EMPLOYEE shall return all tangible evidence of all such confidential information to EMPLOYER prior to or at the termination of EMPLOYEES EMPLOYEE'S employment. (b) EMPLOYEE expressly covenants and agrees that for a period of two years after the date of termination of EMPLOYEE'S employment with EMPLOYER, EMPLOYEE will not, acting alone or in conjunction with others, directly or indirectly, solicit business of any type engaged in by EMPLOYER (or any subsidiary or affiliate of EMPLOYER) from any person or business which is an account, customer or of client of EMPLOYER (or any subsidiary or affiliate of EMPLOYER) ), or induce or attempt to influence any such account, customer or client to curtail or cancel its business with EMPLOYER (or any subsidiary or affiliate of EMPLOYER). (c) Because the remedy at law for any breach of the provisions of this Section 7 would be inadequate, EMPLOYEE hereby consents to the granting, by any court having jurisdiction and without the necessity of providing actual monetary loss, of an injunction or other equitable relief enjoining any breach of such provisions. (d) EMPLOYEE and EMPLOYER recognize that the laws and public policies of the various states of the United States may differ as to the validity and enforceability of covenants and undertakings similar to those set forth in paragraph (b) of Section 7. It is the intention of EMPLOYER and EMPLOYEE that the provisions of paragraph (6b) of Section 7 shall be enforced to the fullest extent permissible under the laws and public policies of each state and jurisdiction in which such enforcement is sought, and the unenforceability (or the modification to conform to such laws or public policies) of any provision provisions of such paragraph shall not render unenforceable, or impair, the remainder of the provisions of such paragraph. Accordingly, if any provisions of such paragraph shall be determined to be invalid or unenforceable, either in whole or in part, under the laws or public policies of any state or jurisdiction in which enforcement is sought, as to such state or jurisdiction the provisions of such paragraph shall be deemed amended to delete or modify, as necessary, the offending provision and to alter the balance hereof in order to render it valid and enforceable in such state or jurisdiction. (e) Notwithstanding any termination of EMPLOYEE'S employment, all of the covenants and agreements of EMPLOYEE under this Section 7 shall continue in full force and effect in accordance with the terms hereof, even if such termination is for cause pursuant to Section 6.

Confidential Information, Competition. (a) EMPLOYEE acknowledges thatExcept as advisable to comply with law or a court or regulatory agency order, Executive shall not disclose any secret or confidential information, knowledge, or data of Holdings or the Company, and their respective businesses, which shall have been obtained by Executive 8 during Executive's employment by Holdings and the Company and which shall not be or have become public knowledge (other than by acts by Executive or his representatives in the course of employment hereunder, EMPLOYEE has and will become acquainted with confidential information belonging to the EMPLOYER. This information may relate to persons, firms and corporations which are or become customers or accounts of EMPLOYER or of a subsidiary or affiliate of EMPLOYER during the term violation of this Agreement). None of the confidential information which EMPLOYEE may have or may obtain prior to the termination of this Agreement In no event shall be disclosed to any other person either before or after the termination of the Agreement without the prior written permission of EMPLOYER, except such disclosures as may be necessary to the performance by EMPLOYEE of EMPLOYEE'S duties hereunder or unless such information is part of the public domain, is within the prior knowledge of any such other person or is published anywhere without EMPLOYEE'S fault. EMPLOYEE shall return all tangible evidence of all such confidential information to EMPLOYER prior to or at the termination of EMPLOYEES employment. (b) EMPLOYEE expressly covenants and agrees that for a period of two years after the date of termination of EMPLOYEE'S employment with EMPLOYER, EMPLOYEE will not, acting alone or in conjunction with others, directly or indirectly, solicit business of any type engaged in by EMPLOYER (or any subsidiary or affiliate of EMPLOYER) from any person or business which is an account, customer or client of EMPLOYER (or any subsidiary or affiliate of EMPLOYER) or induce or attempt to influence any such account, customer or client to curtail or cancel its business with EMPLOYER (or any subsidiary or affiliate of EMPLOYER). (c) Because the remedy at law for any breach asserted violation of the provisions of this Section 7 would constitute a basis for deferring or withholding any amounts otherwise payable to Executive under this Agreement unless at duly convened meetings of the Boards of Directors of Holdings and the Company of which Executive was given reasonable advance notice and at which Executive and his counsel had the opportunity to be inadequateheard, EMPLOYEE hereby consents to a resolution was adopted by the granting, by any court having jurisdiction and without affirmative vote of not less than two-thirds of the necessity of providing actual monetary loss, of an injunction or other equitable relief enjoining any breach entire membership of such provisionsBoards (including the votes of at least one outside member of each such Boards) finding that, in the good faith judgment of each of such Boards Executive has violated the provisions of this Section 8. (db) EMPLOYEE So long as Executive is employed under this Agreement and EMPLOYER recognize that for the laws one year period following the Date of Termination, Executive will not conduct or participate in any business whose principal business is computer maintenance. Holdings and public policies the Company may, extend the period of Executive's non-competition for one additional year. If Holdings and the Company elect to so extend such period, they shall notify Executive of such one-year extension within five days after the notice of Executive's termination and shall then pay to Executive the full Base Salary in effect as of the various states Date of Termination for the United States may differ as to the validity and enforceability entire additional one-year period. For a two-year period following termination of covenants and undertakings similar to those set forth in paragraph (b) his employment under this Agreement, Executive shall not directly solicit for employment any of Section 7. It is the intention of EMPLOYER and EMPLOYEE that the provisions of paragraph (6) of Section 7 shall be enforced to the fullest extent permissible under the laws and public policies of each state and jurisdiction in which such enforcement is sought, and the unenforceability (Holdings' or the modification to conform to such laws Company's officers or public policies) of any provision of such paragraph shall not render unenforceableemployees. Executive may hire, however, employees or impairofficers who, the remainder of the provisions of such paragraph. Accordinglywithout solicitation by Executive, if any provisions of such paragraph shall be determined to be invalid approach Executive regarding employment or unenforceable, either in whole or in part, under the laws or public policies of any state or jurisdiction in which enforcement is sought, as to such state or jurisdiction the provisions of such paragraph shall be deemed amended to delete or modify, as necessary, the offending provision and to alter the balance hereof in order to render it valid and enforceable in such state or jurisdictionconsulting. (e) Notwithstanding any termination of EMPLOYEE'S employment, all of the covenants and agreements of EMPLOYEE under this Section 7 shall continue in full force and effect in accordance with the terms hereof, even if such termination is for cause pursuant to Section 6.

Confidential Information, Competition. (a) EMPLOYEE acknowledges that, in the course of employment hereunder, EMPLOYEE has and will become acquainted with confidential information belonging to the EMPLOYER. This information may relate to persons, firms and corporations which are or become customers or accounts of EMPLOYER or of a subsidiary or affiliate of EMPLOYER during the term of this Agreement. None of the confidential information which EMPLOYEE may have or may obtain prior to the termination of this Agreement shall be disclosed to any other person either before or after the termination of the Agreement without the prior written permission of EMPLOYER, except such disclosures as may be necessary to the performance by EMPLOYEE of EMPLOYEE'S duties hereunder or unless such information is a part of the public domain, is within the prior knowledge of any such other person or is published anywhere without EMPLOYEE'S fault. EMPLOYEE shall return all tangible evidence of all such confidential information to EMPLOYER prior to or at the termination of EMPLOYEES EMPLOYEE'S employment. (b) EMPLOYEE expressly covenants convenants and agrees that for a period of two years after the date of termination of EMPLOYEE'S employment with EMPLOYER, EMPLOYEE will not, acting alone or in conjunction with others, directly or indirectly, solicit business of any type engaged in by EMPLOYER (or any subsidiary or affiliate of EMPLOYER) from any person or business which is an account, customer or of client of EMPLOYER (or any subsidiary or affiliate of EMPLOYER) ), or induce or attempt to influence any such account, customer or client to curtail or cancel its business with EMPLOYER (or any subsidiary or affiliate of EMPLOYER). (c) Because the remedy at law for any breach of the provisions of this Section 7 would be inadequate, EMPLOYEE hereby consents to the granting, by any court having jurisdiction and without the necessity of providing actual monetary loss, of an injunction or other equitable relief enjoining any breach of such provisions. (d) EMPLOYEE and EMPLOYER recognize that the laws and public policies of the various states of the United States may differ as to the validity and enforceability of covenants and undertakings similar to those set forth in paragraph (b) of Section 7. It is the intention of EMPLOYER and EMPLOYEE that the provisions of paragraph (6b) of Section 7 shall be enforced to the fullest extent permissible under the laws and public policies of each state and jurisdiction in which such enforcement is sought, and the unenforceability (or the modification to conform to such laws or public policies) of any provision provisions of such paragraph shall not render unenforceable, or impair, the remainder of the provisions of such paragraph. Accordingly, if any provisions of such paragraph shall be determined to be invalid or unenforceable, either in whole or in part, under the laws or public policies of any state or jurisdiction in which enforcement is sought, as to such state or jurisdiction the provisions of such paragraph shall be deemed amended to delete or modify, as necessary, the offending provision and to alter the balance hereof in order to render it valid and enforceable in such state or jurisdiction. (e) Notwithstanding any termination of EMPLOYEE'S employment, all of the covenants and agreements of EMPLOYEE under this Section 7 shall continue in full force and effect in accordance with the terms hereof, even if such termination is for cause pursuant to Section 6.