Confidential Information; Covenant Not to Compete. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees effective as of the date of the Management Stockholder’s commencement of employment with the Company or its Subsidiaries, without the Company’s prior written consent, the Management Stockholder shall not, directly or indirectly, (i) at any time during or after the Management Stockholder’s employment with the Company or its Subsidiaries, disclose any Confidential Information pertaining to the business of the Company or any of its Subsidiaries, except when required to perform his or her duties to the Company or one of its Subsidiaries, by law or judicial process; or (ii) at any time during the Management Stockholder’s employment with the Company or its Subsidiaries and for a period of two years thereafter, directly or indirectly (A) act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, with the business of the Company in, (1) school photography services or school-related clothing, affinity products and services, (2) commercial printing and binding, (3) printing services to companies engaged in direct marketing, (4) fragrance, cosmetics and toiletries-related sampling or (5) single use packaging for fragrances, cosmetics and toiletries, in North America in the case of clauses (1) through (3) and in North America and Europe in the case of clauses (4) and (5), (B) solicit customers or clients of the Company or any of its Subsidiaries to terminate their relationship with the Company or any of its Subsidiaries or otherwise solicit such customers or clients to compete with any business of the Company or any of its Subsidiaries or (C) solicit or offer employment to any person who has been employed by the Company or any of its Subsidiaries at any time during the twelve (12) months immediately preceding the termination of the Management Stockholder’s employment. If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information.
(b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreason...
Confidential Information; Covenant Not to Compete. 6.1 The Employee acknowledges that all trade secrets, customer lists and other confidential business information are the exclusive property of the Company. The Employee shall not (following the execution of this Agreement, during the Limited Period, or at any time thereafter) disclose such trade secrets, customer lists, or confidential business information without the prior written consent of the Company. The Employee also shall not (following the execution of this Agreement, during the Limited Period, or at any time thereafter) directly or indirectly, or by acting in concert with others, employ or attempt to employ or solicit for any employment competitive with the Company any person(s) employed by the Company. The Employee recognizes that any violation of this Section 6.1 and Section 6.2 is likely to result in immediate and irreparable harm to the Company for which money damages are likely to be inadequate. Accordingly, the Employee consents to the entry of injunctive and other appropriate equitable relief by a court of competent jurisdiction, after notice and hearing and the court’s finding of irreparable harm and the likelihood of prevailing on a claim alleging violation of this Section 6, in order to protect the Company’s rights under this Section. Such relief shall be in addition to any other relief to which the Company may be entitled at law or in equity. The Employee agrees that the state and federal courts located in the State of Ohio shall have jurisdiction in any action, suit or proceeding against Employee based on or arising out of this Agreement and Employee hereby: (a) submits to the personal jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against Employee; and (c) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process.
6.2 For a period of time beginning upon the Termination Date and ending upon the first anniversary of the Termination Date, the Employee shall not (a) engage or participate, directly or indirectly, in any Competitive Activity, as defined in Section 1.7 or (b) solicit or cause to be solicited on behalf of a competitor any person or entity which was a customer of the Company during the term of this Agreement, if the Employee had any direct responsibility for such customer while employed by the Company.
Confidential Information; Covenant Not to Compete. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder shall enter into a Confidentiality, Non-Competition and Proprietary Information Agreement with the Company or its Subsidiaries on the date hereof (or an employment agreement containing similar provisions).
(b) In the event that the Management Stockholder breaches any of the provisions of the Confidentiality, Non-Competition and Proprietary Information Agreement (or any provision concerning similar matters contained in an employment agreement entered into by the Management Stockholder and the Company or its Subsidiaries), in addition to all other remedies that may be available to the Company, such Management Stockholder shall be required to pay to the Company any amounts actually paid to him by the Company in respect of any repurchase by the Company of the Option or shares of Common Stock underlying the Option held by such Management Stockholder.
Confidential Information; Covenant Not to Compete. (a) The Employee acknowledges that the Company's business is conducted in world-wide markets and that, in the course of performing his responsibilities and duties pursuant to this Agreement, he will obtain knowledge of, information relating to, and will develop at the Company's expense, Confidential Information (as hereinafter defined) which, if disclosed to competitors of the Company, would cause substantial injury to the Company. The Employee therefore acknowledges the Company's legitimate need to prevent disclosure and use of Confidential Information and that, but for the covenants of the Employee set forth in this Paragraph 5, the Company would not be willing to enter into this Agreement.
(b) The Employee agrees that he shall not, at any time during or after the term of his employment by the Company, disclose to any person, firm or corporation, or use for any purpose other than in connection with the performance of his responsibilities and duties under this Agreement, any proprietary information or other confidential information relating to the business of the Company, including, but not limited to, technology, know-how, trade secrets, techniques, client or customer lists, details of client or customer contracts or relationships, pricing policies, operational methods, or marketing plans or strategies (collectively, "Confidential Information"). The Employee agrees that upon expiration or termination of his employment by the Company he shall promptly return to the Company all property of the Company, including, but not limited to, all Confidential Information and all documents, recordings and other materials describing, evidencing or otherwise relating to Confidential Information. Employee acknowledges that any and all intellectual property related to the business of the Company is the property of the Company and Employee has no rights therein.
(c) The Employee agrees that during the term of his employment by the Company, he will not, directly or indirectly, own, operate, manage, join, control or participate in the ownership, management, operation or control of, or be employed by, render aid or advice to, or otherwise be associated with, any person, firm, corporation or other organization that is engaged in the
Confidential Information; Covenant Not to Compete of your Management Stockholder’s Agreement (the “Restrictive Covenants”) shall continue to apply and are hereby made a part of this Letter Agreement by reference, except that (i) in consideration of the payments and benefits hereunder to which you would not otherwise have been entitled, for purposes of the periods during which you are to be subject to the Restrictive Covenants, your employment will be deemed terminated as of January 11, 2011, and shall not be considered to have terminated on the Effective Date of Separation and (ii) all references to payments contained in Section 24(c) of your Management Stockholder’s Agreement shall be deemed to refer to the payments provided for in Paragraph 2 above.
Confidential Information; Covenant Not to Compete. In the event this Agreement is earlier terminated or expires in accordance with its terms (including the Term as defined herein), or when Patick's employment with the Company otherwise ends, Xxxxxx hereby agrees and promises that (A) he will not directly or indirectly take, avail himself of, use or otherwise seek to take advantage of any confidential, trade secret or other proprietary materials and/or information of the Company ("Confidential Information"); (B) Xxxxxx will use his best efforts to treat, preserve and protect all Confidential Information provided to or obtained by him during the period of his employment with the Company and thereafter; (C) at the time when Xxxxxx is no longer employed by the Company, he will return and/or deliver to the Company all written documents, writings and things including information provided to him by the Company or otherwise obtained by him from any source in connection with his employment with the Company or otherwise, without retaining any copies or other duplicates including excerpts thereof, and that he will provide the Company with a certificate under penalty of perjury under California law confirming his compliance with this subparagraph (C); (D) Xxxxxx will not while he is employed by the Company or for a period of one (1) year after his employment with the Company ends, solicit, induce or attempt to induce any employee of the Company to terminate his/her employment with the Company; and that (E) Xxxxxx will not while he is employed by the Company or for a period of one (1) year after his employment with the Company ends, solicit, induce or attempt to induce any person or entity having a business relationship with the Company formed prior to or during the period of time when Xxxxxx was employed by the Company to terminate such business relationship with the Company or to do any thing, directly or indirectly, to interfere in a materially adverse manner with any such relationship between the Company and any such person or entity. Further, Xxxxxx agrees and promises that, at the time that he is no longer employed by the Company, he will not, directly or indirectly, including through employment, consulting or other relationship and/or ownership interest in any company or business venture, compete with the Company in respect of its business as now or then engaged in by the Company for a period of one (1) year from the last date of his employment with the Company.
Confidential Information; Covenant Not to Compete. INFORMATION. During the existence of the Partnership, each Partner (I) shall maintain, and shall use its best efforts to cause its Affiliates, officers, directors, employees, accountants, counsel and agents to maintain, the confidentiality of any confidential information concerning the Joint Venture Products, the Partnership, the Business of the Partnership or any Partner that is not otherwise generally available to the public and (II) without the prior consent of the Partnership or of any Partner that would be affected, shall not use or disclose to any third party (other than their respective financial advisors, attorneys and other agents and representatives) such confidential information, except (A) in a manner expressly provided for in any of the Ancillary Agreements, (B) after receipt of a binding order of confidentiality, if available, in enforcing its rights under this Agreement or any Ancillary Agreement before a court, governmental agency, or arbitrator of competent jurisdiction, (C) to a prospective purchaser of any of its Interest, PROVIDED such purchaser first executes a confidentiality agreement in form and substance reasonably satisfactory to the other Partners, and (D) to any governmental agency if it believes in good faith that such disclosure is required by applicable law or by governmental policy, PROVIDED that prior to making any such disclosure such Partner shall, unless prohibited by such governmental agency, give written notice (identifying such agency and describing the general nature of such disclosure) to, and consult with, the other Partners.
Confidential Information; Covenant Not to Compete. In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees that the terms set forth in Sections 6, 7 and 9 of the Employment Agreement shall be made a part of this Agreement and are fully incorporated herein by reference.
Confidential Information; Covenant Not to Compete. (a) Consultant agrees that during the Consulting Period and for a period of three years following termination of Consultant's services to Queens and CFS Bank, Consultant shall keep secret and confidential all business-related information about CFS Bank, Queens and its subsidiaries, including without limitation, information about business contacts, transactions, contracts, intellectual property, finances, personnel, products and pricing, customers, or corporate affairs of which Consultant may become aware, whether or not relating to or arising out of Consultant's specific duties ("Confidential Information") and Consultant shall not disclose or make known any of such Confidential Information or anything relating thereto to any person, firm or corporation except to officers, directors, employees, agents and advisors of CFS Bank, Queens and its subsidiaries and such other persons or entities as may be authorized by Queens or CFS Bank.
(b) Upon termination of this Agreement, Consultant shall immediately return to Queens or CFS Bank any and all Confidential Information in his possession or under his control, including, without limitation, all reports, analyses, summaries, notes, or other documents or work papers, containing or based upon any Confidential Information, whether prepared by CFS Bank, Queens or any of its subsidiaries, Consultant or any other person or entity.
(c) Should any person request in any manner that Consultant disclose any Confidential Information, Consultant shall immediately notify Queens and CFS Bank of such request and the content of all communications and discussions relating thereto.
(d) Consultant agrees that during the Consulting Period, Consultant will
(i) not, directly or indirectly (whether as principal, agent, independent contractor, employee or otherwise), own, manage, operate, join, control or otherwise carry on, participate in the ownership, management, operation or control of, or be engaged in or concerned with, any business competitive with that of Queens or CFS Bank, provided that the Consultant shall not be prohibited from owning less than 5% of any publicly traded corporation, whether or not such corporation is in competition with Queens or CFS Bank;
(ii) inform any person which seeks to engage the services of Consultant that Consultant is bound by this Section 5 and the other terms of this Agreement;
(iii) not solicit or induce or attempt to solicit or induce, directly or indirectly, any employee of Queens or CFS Bank, w...
Confidential Information; Covenant Not to Compete. 5.01. The Company possesses secret and confidential information and equipment, techniques, processes, procedures, technical data and information, and customer and client lists used or intended for utilization in its operations of which Contractor has obtained or may obtain knowledge and Company would suffer serious harm if this confidential information were disclosed or if Contractor used this information to compete against Company. Accordingly, Contractor hereby agrees that simultaneously with the execution of this Contract, he or she shall execute and deliver to Company and during the term of this Agreement and thereafter as provided therein, abide by the terms of a “Confidentiality Agreement and Covenant Not to Compete,” a copy of which is attached to this Contract as Exhibit A.
