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
Appears in 1 contract
Samples: Employment Agreement (American Card Technology Inc)
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 anywhere in thethe world in the business of developing, manufacturing, marketing, selling, or distributing Smart Cards or Smart Card related systems (the "NonCompete Covenant").
(d) In the event that Employee's employment is terminated by the Company for Cause or is terminated by Employee voluntarily prior to the end of the Term other than for Good Reason, Employee shall be bound to the Non-Compete Covenant for a period of two (2) years following the date of his employment termination.
(i) In the event that Employee's employment is terminated due to expiration of the Term, due to termination by the Company during the Term other than for Cause, or due to voluntary termination by Employee for Good Reason, then the Company shall have the option to bind Employee to the NonCompete Covenant for two years after the termination of his employment by electing to do so and agreeing to pay to Employee the NonCompete Consideration (as hereafter defined) in equal monthly installments over the two year period. To make such election, the Company shall give Employee notice of such election (which shall include an agreement to pay the NonCompete Consideration) by no later than the Election Date (as hereafter defined). Failure to give such notice by the Election Date shall be deemed an election by the Company to not bind Employee to the NonCompete Covenant for the two year period following employment termination. In the event that the Company shall default in its payment of any installment of the NonCompete Consideration, Employee shall be relieved from the NonCompete Covenant, in addition to any other rights and remedies which Employee may have.
(ii) For purposes hereof, the NonCompete Consideration is the amount equal to (A) two times the current base annual salary being paid to Employee on the day prior to the date of termination, less (B) the amount of any lump sum severance payment to which Employee is entitled under paragraph 4(d) hereof.
(iii) For purposes hereof, the "Election Date" is:
(A) if employment termination is due to expiration of the Term, such date is the date which is three (3) months prior to the date on which the Term expires;
(B) if employment termination is due to termination by the Company during the Term other than for Cause, or due to voluntary termination by Employee for Good Reason, such date is the date which is ten (10) days after the Company or Employee, as the case may be, gives notice of such termination.
(f) Employee agrees that during the term of his employment by the Company and for a period of two (2) years immediately following the termination of his employment for any reason, Employee will not directly or indirectly, for himself or on behalf of, or in conjunction with any other person, persons, company, partnership, corporation or business entity, hire or employ any current employees or personnel of the Company or induce or entice any such person to leave the employ of the Company without the prior written consent of the Company.
(g) Reference to the Company as used in this paragraph 5 shall include any subsidiary or affiliate or successor in interest to the Company or any such subsidiary or affiliate.
(h) If the Employee breaches, or threatens to commit a breach of, any of the provisions of paragraph 5 hereof (the "Restrictive Covenants"), the Company shall have the right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, including but not limited to the right to entry against the Employee of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not continuing, of any of the Restrictive Covenants, it being acknowledged and agreed by the Employee that any breach or threatened breach of any of the Restrictive Covenants would cause irreparable and continuing injury to the Company and that money damages would not provide an adequate remedy to the Company. The foregoing right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity.
(i) The Employee acknowledges and agrees that the Restrictive Covenants are reasonable and valid in geographic and temporal scope and in all other respects. The Company and the Employee further acknowledge and agree that if any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable for any reason, that it is clearly the intent of the parties that the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall be given full effect, without regard to the invalid portions. No provision herein shall be dependent upon the validity of any other provision.
Appears in 1 contract
Samples: Employment Agreement (American Card Technology Inc)
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, and for a period of two (2) years thereafter (the "Restricted Period"), 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 thethe United States and/or Canada in the business of developing, manufacturing, marketing, selling, or distributing any Smart Card Related Systems which are competitive with any developed or prospective Smart Card Related Systems which are actually being marketed by the Company at any time during the Restricted Period. For the purposes of this Section, Smart Card Related Systems shall be defined as any system or application employing technology, incorporating, using or otherwise related to Smart Cards (the "NonCompete Covenant").
(d) Employee agrees that during the term of his employment by the Company and for a period of two (2) years immediately following the termination of his employment for any reason, Employee will not directly or indirectly, for himself or on behalf of, or in conjunction with any other person, persons, company, partnership, corporation or business entity, hire or employ any current employees or personnel of the Company or induce or entice any such person to leave the employ of the Company without the prior written consent of the Company.
(e) Reference to the Company as used in this paragraph 5 shall include any subsidiary or affiliate or successor in interest to the Company or any such subsidiary or affiliate.
(f) If the Employee breaches, or threatens to commit a breach of, any of the provisions of paragraph 5 hereof (the "Restrictive Covenants"), the Company shall have the right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, including but not limited to the right to entry against the Employee of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not continuing, of any of the Restrictive Covenants, it being acknowledged and agreed by the Employee that any breach or threatened breach of any of the Restrictive Covenants would cause irreparable and continuing injury to the Company and that money damages would not provide an adequate remedy to the Company. The foregoing right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity.
(g) The Employee acknowledges and agrees that the Restrictive Covenants are reasonable and valid in geographic and temporal scope and in all other respects. The Company and the Employee further acknowledge and agree that if any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable for any reason, that it is clearly the intent of the parties that the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall be given full effect, without regard to the invalid portions. No provision herein shall be dependent upon the validity of any other provision.
Appears in 1 contract
Samples: Employment Agreement (American Card Technology Inc)
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 theor
Appears in 1 contract
Samples: Employment Agreement (American Card Technology Inc)
