Confidential Information; Covenant Not to Compete; Covenant Not to Solicit Sample Clauses

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder shall not, directly or indirectly:
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Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of the Company entering into this Agreement with the Management Stockholder and hereby promising and committing itself to provide the Management Stockholder with Confidential Information and/or specialized training after the Management Stockholder executes this Agreement, unless there exists any covenant that pertains to the same subject matter as set forth in this Section 22 in any employment agreement or change in control agreement in effect at the time of termination of employment between the Management Stockholder and the Company or any of its Subsidiaries or Affiliates, in which case such covenants shall supersede the covenants contained in this Section 22; then the Management Stockholder shall be subject to the covenants contained in this Section 22. Subject to the preceding sentence, the Management Stockholder shall not, directly or indirectly:
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Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of this Option grant, unless otherwise provided in any employment or severance agreement entered into by and between the Optionee and the Company (in which case the corresponding provisions therein shall control), the Optionee hereby agrees effective as of the date of the Optionee’s commencement of employment with the Company, without the Company’s prior written consent, the Optionee shall not, directly or indirectly:
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Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, unless there exists any covenant that pertains to the same subject matter as set forth in this Section 23 in any employment agreement or change in control agreement in effect at the time of termination of employment between the Management Stockholder and the Company or any of its subsidiaries or Affiliates (the “Existing Restrictive Covenants”), in which case such covenants shall supersede the covenants contained in this Section 23; then the Management Stockholder shall be subject to the covenants contained in this Section 23:
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Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby covenants and 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 or the Sponsor or any of its respective Affiliates, except when required by law or while employed by the Company or its Subsidiaries for the benefit of the Company; (ii) at any time during the Management Stockholder’s employment with the Company or its Subsidiaries and for a period of eighteen (18) months thereafter as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner (whether individually or through any majority-owned entity), compete with the business of the Company or any of its Subsidiaries (collectively, the “Restricted Group”) anywhere in the United States (and for the avoidance of doubt, the Management Stockholder will be considered to so compete to the extent the Management Stockholder solicits customers or clients of the Restricted Group in a manner which competes with the Restricted Group); provided, that, for the purpose of this Section 23(a)(ii), competing with the “business of the Company or any of its Subsidiaries” shall mean engaging in the business of the retail sale of optical goods or services where the goods or services are of the type offered or provided by the Company or any of its Subsidiaries within two (2) years prior to the date on which the Company is determining whether and to what extent, if any, the Management Stockholder is in violation of the provisions of this Section 23(a)(ii), and any other business activity in which the Company and its Subsidiaries may, after the date of this Agreement, become engaged, or take substantial steps to engage with respect to which the Management Stockholder has knowledge; or 25 (iii) at any time during the Management Stockholder’s employment with the Company or its Subsidiaries and for a period of eighteen (18) months thereafter (A) individually or through an agent solicit, offer employment to, or hire for the benefit of anyone other than the Company or an...
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Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, unless there exists any covenant that pertains to the same subject matter as set forth in this Section 23 in any employment agreement or change in control agreement in effect at the time of termination of employment between the Management Stockholder and the Company or any of its subsidiaries or Affiliates (the “Existing Restrictive Covenants”),in which case such covenants shall supersede the covenants contained in this Section 23; then the Management Stockholder shall be subject to the covenants contained in this Section 23; provided, however, that the Existing Restrictive Covenants, if they contain the defined term “Competitive Position”, are hereby amended (and such Management Stockholder hereby consents to such amendment) to add to the list of entities deemed to be competitive the following: Costco, BJ’s Wholesale Club, Longs Drug Stores, Cxxxx’x general Stores Inc., and Pantry Inc. Subject to the preceding sentence, the Management Stockholder shall not, directly or indirectly:
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Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, unless there exists any covenant that pertains to the same subject matter as set forth in this Section 23 in any employment agreement or change in control agreement, which covenant is in effect at the time of termination of employment between the Management Stockholder and the Company or any of its subsidiaries or Affiliates (the “Existing Restrictive Covenants”), such covenants shall supersede the covenants contained in this Section 23, and, for which purpose, the parties hereby acknowledge that the Employment Agreement is such an agreement the covenants of which on the date hereof supersede this Section 23; then, if by agreement of the parties such covenants are hereafter removed from the Employment Agreement then the Management Stockholder shall be subject to the covenants contained in this Section 23 if the parties so agree in writing at the time such covenants are removed:
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Related to Confidential Information; Covenant Not to Compete; Covenant Not to Solicit

  • Confidential Information Noncompetition and Cooperation The terms of the Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement (the “Restrictive Covenant Agreement”), between the Company and the Employee, attached hereto as Exhibit A, shall continue to be in full force and effect and are incorporated by reference in this Agreement. The Employee hereby reaffirms the terms of the Restrictive Covenant Agreement as material terms of this Agreement.

  • Confidential Information Non Competition (a) 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, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its Affiliated Companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

  • Confidential Information and Non-Competition 10. In exchange for the mutual promises and obligations contained in this Agreement, and contemporaneous with its execution or soon thereafter, Employer promises to deliver to Executive or permit Executive to acquire, be exposed to, and/or have access to material, data, and information of the Company and/or its customers or clients that is confidential, proprietary and/or a trade secret (“Confidential Information”). At all times, both during and after the termination of employment, the Executive shall keep and retain in confidence and shall not disclose, except as required in the course of the Executive’s employment with the Company, to any person, firm or corporation, or use for the Executive’s own purposes, any Confidential Information. For the purposes of this Paragraph, such information shall include, but is not limited to:

  • Covenant Not to Disclose Confidential Information The Employee ------------------------------------------------- acknowledges that during the course of his employment with the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, without the prior written consent of the Company, he will not communicate, publish or disclose, to any person anywhere or use any Confidential Information (as hereinafter defined) for any purpose other than carrying out his duties as contemplated by this Agreement. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all Confidential Information in the Employee's possession or under the Employee's control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof the term "Confidential Information" shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future business and products, price lists, customer lists, processes, procedures or standards, know- how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential information.

  • Confidential Information and Restrictive Covenants As a condition of the Executive’s employment with the Company, the Executive shall enter into and abide by the Company’s Employee Non-Compete Agreement.

  • Confidential Information Agreement Executive’s receipt of any payments or benefits under Section 6 will be subject to Executive continuing to comply with the terms of Confidential Information Agreement (as defined in Section 10).

  • Proprietary Information; Confidentiality All drawings, models, documents, confidential records, software and other information supplied by Seller are supplied on the express understanding that all copyright and design rights are reserved to Seller and that Buyer will not, without the written consent of Seller, either give away, loan, exhibit, or sell such drawings, models, documents, confidential records, computer software or other information or extracts therefrom or copies thereof or use them in any way except in connection with the Goods in respect of which they are issued. Buyer shall consider all information furnished by Seller, which was not previously publicly disclosed by Seller, to be confidential and shall not copy nor disclose any such information to any other person, nor use any such information for commercial purposes, nor make copies of such information without written permission from Seller. Buyer shall not disclose any information relating to any order without Seller’s written permission. Unless otherwise agreed in writing by the parties, no commercial, financial or technical information disclosed in any manner or at any time by Buyer to Seller shall be deemed secret or confidential and Buyer shall have no rights against Seller with respect thereto.

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