Confidential Information Intellectual Property. X. Xxxxxxxx acknowledges that during the course of his employment with the Company, he will be given or will have access to non-public and confidential business information of the Company and CBI which will include information concerning pending or potential transactions, financial information concerning the Company and CBI, information concerning the Company’s and CBI’s product formulas and processes, information concerning the Company’s and CBI’s business plans and strategies, information concerning Company and CBI personnel and vendors, and other non-public proprietary information of the Company and CBI (all collectively called “Confidential Information”). All of the Confidential Information constitutes “trade secrets” under the Uniform Trade Secrets Act. Xxxxxxxx covenants and agrees that during and after the term of his employment by the Company he will not disclose Confidential Information or any part thereof to anyone outside the Company or CBI or use such Confidential Information for any purpose other than the furtherance of the Company’s interests without the prior written consent of the Committee, the Board or the permanent Chief Executive Officer, as applicable. X. Xxxxxxxx further covenants that for a period of two (2) years after his employment by the Company terminates, he will not, directly or indirectly, overtly or tacitly, induce, attempt to induce, solicit or encourage (i) any customer or prospective customer of the Company or CBI to cease doing business with, or not to do business with, the Company or CBI or (ii) any employee of the Company or CBI to leave the Company or CBI. C. The Company and Xxxxxxxx agree that the covenants set forth in this Section 11 are reasonably necessary for the protection of the Company’s Confidential Information and that a breach of the foregoing covenants will cause the Company irreparable damage not compensable by monetary damages, and that in the event of such breach or threatened breach, at the Company’s election, an action may be brought in a court of competent jurisdiction seeking a temporary restraining order and a preliminary injunction against such breach or threatened breach notwithstanding the arbitration and reference provisions of Section 13F below. Upon the court’s decision on the application for a preliminary injunction, the court action shall be stayed and the remainder of the dispute submitted to arbitration or reference under Section 13F. The prevailing party in such legal action shall be entitled to recover its costs of suit including reasonable attorneys’ fees. D. The Company shall own all rights in and to the results, proceeds and products of Xxxxxxxx’x services hereunder, including without limitation, all ideas and intellectual property created or developed by Xxxxxxxx and which is related to Xxxxxxxx’x employment.
Appears in 1 contract
Confidential Information Intellectual Property. X. Xxxxxxxx acknowledges that You acknowledge that, during the course of his your employment with the Company, he you have been given and have access to, and during the Consulting Period, you will be given or and will have access to to, non-public and confidential business information of the Company which includes and CBI which will include information concerning pending or potential transactions, financial information concerning the Company and CBICompany, information concerning the Company’s and CBI’s product formulas and processes, information concerning the Company’s and CBI’s business plans and strategies, information concerning Company and CBI Xx. Xxxx X. Harding July 16, 2014 personnel and vendors, and other non-public proprietary information of the Company and CBI (all collectively called “Confidential Information”). All of the Confidential Information constitutes “trade secrets” under the Uniform Trade Secrets Act. Xxxxxxxx covenants You covenant and agrees agree that during and after the term of his your employment by the Company he and the provision of consulting services by you pursuant to Section 3 above, you will not disclose Confidential Information such information or any part thereof to anyone outside the Company or CBI or use such Confidential Information information for any purpose other than the furtherance of the Company’s interests without the prior written consent of the Committee, the Board Chief Executive Officer or the permanent Chief Executive Officer, as applicable.
X. Xxxxxxxx Company’s Board of Directors. You further covenants covenant that during the Consulting Period and for a period of two (2) years after his employment by the Company terminatesend of the Consulting Period, he you will not, directly or indirectly, overtly or tacitly, induce, attempt to induce, solicit or encourage (i) any customer or prospective customer of the Company or CBI to cease doing business with, or not to do business with, the Company. During the Consulting Period and for a period of one (1) year after the end of the Consulting Period, you agree not to disrupt or interfere with the business of the Company by directly or indirectly soliciting, recruiting, attempting to recruit, or raiding the employees of the Company or CBI or (ii) otherwise inducing the termination of employment of any employee of the Company Company. You also agree not to use Company's trade secret information to directly or CBI to leave indirectly solicit the Company or CBI.
C. employees of the Company. The Company and Xxxxxxxx you agree that the covenants set forth in this Section 11 8 are reasonably necessary for the protection of the Company’s Confidential Information and that a breach of the foregoing covenants will cause the Company irreparable damage not compensable by monetary damages, and that in the event of such breach or threatened breach, at the Company’s election, an action may be brought in a court of competent jurisdiction seeking a temporary restraining order and a preliminary injunction against such breach or threatened breach notwithstanding the arbitration and reference provisions provision of Section 13F 24 below. Upon the court’s decision on the application for a preliminary injunction, the court action shall be stayed and the remainder of the dispute submitted to arbitration or reference under Section 13F. 24. The prevailing party in such legal action shall be entitled to recover its costs of suit including reasonable attorneys’ fees.
D. The Company shall own all rights in and to the results, proceeds and products of Xxxxxxxx’x services hereunder, including without limitation, all ideas and intellectual property created or developed by Xxxxxxxx and which is related to Xxxxxxxx’x employment.
Appears in 1 contract
Confidential Information Intellectual Property. X. Xxxxxxxx acknowledges that during the course of his employment with the Company, he will be given or will have access to non-public and confidential business information of the Company and CBI which will include information concerning pending or potential transactions, financial information concerning the Company and CBI, information concerning the Company’s and CBI’s product formulas and processes, information concerning the Company’s and CBI’s business plans and strategies, information concerning Company and CBI personnel and vendors, and other non-public proprietary information of the Company and CBI (all collectively called “Confidential Information”). All of the Confidential Information constitutes “trade secrets” under the Uniform Trade Secrets Act. Xxxxxxxx covenants and agrees that during and after the term of his employment by the Company he will not disclose Confidential Information or any part thereof to anyone outside the Company or CBI or use such Confidential Information for any purpose other than the furtherance of the Company’s interests without the prior written consent of the Committee, the Board or the permanent Permanent Chief Executive Officer, as applicable.
X. Xxxxxxxx further covenants that for a period of two (2) years after his employment by the Company terminates, he will not, directly or indirectly, overtly or tacitly, induce, attempt to induce, solicit or encourage (i) any customer or prospective customer of the Company or CBI to cease doing business with, or not to do business with, the Company or CBI or (ii) any employee of the Company or CBI to leave the Company or CBI.
C. The Company and Xxxxxxxx agree that the covenants set forth in this Section 11 are reasonably necessary for the protection of the Company’s Confidential Information and that a breach of the foregoing covenants will cause the Company irreparable damage not compensable by monetary damages, and that in the event of such breach or threatened breach, at the Company’s election, an action may be brought in a court of competent jurisdiction seeking a temporary restraining order and a preliminary injunction against such breach or threatened breach notwithstanding the arbitration and reference provisions of Section 13F below. Upon the court’s decision on the application for a preliminary injunction, the court action shall be stayed and the remainder of the dispute submitted to arbitration or reference under Section 13F. The prevailing party in such legal action shall be entitled to recover its costs of suit including reasonable attorneys’ fees.
D. The Company shall own all rights in and to the results, proceeds and products of Xxxxxxxx’x services hereunder, including without limitation, all ideas and intellectual property created or developed by Xxxxxxxx and which is related to Xxxxxxxx’x employment.
Appears in 1 contract
Confidential Information Intellectual Property. X. Xxxxxxxx A. The Employee recognizes and acknowledges that during the course of his employment with the Company, he has had and will be given or will continue to have access to non-public and various confidential business information of the Company and CBI which will include information concerning pending or potential transactions, financial proprietary information concerning the Company and CBIcorporations affiliated with the Company of a special and unique value which may include, information concerning the Company’s without limitation, (i) books and CBI’s product formulas records relating to operation, finance, accounting, sales, personnel and management, (ii) policies and matters relating particularly to operations such as customer service requirements, costs of providing service and equipment, operating costs and pricing matters, and (iii) various trade or business secrets, including business opportunities, marketing or business diversification plans, business development and bidding techniques, methods and processes, information concerning financial data and the like (collectively, the "Protected Information").
B. The Employee agrees, therefore, that he will not at any time, either while employed by the Company or afterwards, knowingly make any independent use of, or knowingly disclose to any other person or organization (except as authorized by the Company’s ) any of the Protected Information.
C. In the event of a breach or threatened breach by the Employee of the provisions of this Section 7, the Employee agrees that Company shall be entitled to seek, upon application to any court of proper jurisdiction and CBI’s business plans and strategiesan appropriate showing to such court, information concerning Company and CBI personnel and vendors, and other non-public proprietary information a temporary restraining order or a preliminary injunction (without the necessity of the Company and CBI (all collectively called “Confidential posting any bond in connection therewith) restraining the Employee from using or disclosing, in whole or in part, such Protected Information”). All of the Confidential Information constitutes “trade secrets” under the Uniform Trade Secrets Act. Xxxxxxxx covenants and agrees that during and after the term of his employment by Nothing herein shall be construed as prohibiting the Company he will not disclose Confidential Information or from pursuing any part thereof other remedies available to anyone outside the Company or CBI or use such Confidential Information it for any purpose other than the furtherance of the Company’s interests without the prior written consent of the Committee, the Board or the permanent Chief Executive Officer, as applicable.
X. Xxxxxxxx further covenants that for a period of two (2) years after his employment by the Company terminates, he will not, directly or indirectly, overtly or tacitly, induce, attempt to induce, solicit or encourage (i) any customer or prospective customer of the Company or CBI to cease doing business with, or not to do business with, the Company or CBI or (ii) any employee of the Company or CBI to leave the Company or CBI.
C. The Company and Xxxxxxxx agree that the covenants set forth in this Section 11 are reasonably necessary for the protection of the Company’s Confidential Information and that a breach of the foregoing covenants will cause the Company irreparable damage not compensable by monetary damages, and that in the event of such breach or threatened breach, at including the Company’s election, an action may be brought in a court recovery of competent jurisdiction seeking a temporary restraining order and a preliminary injunction against such breach or threatened breach notwithstanding damages from the arbitration and reference provisions of Section 13F below. Upon the court’s decision on the application for a preliminary injunction, the court action shall be stayed and the remainder of the dispute submitted to arbitration or reference under Section 13F. The prevailing party in such legal action shall be entitled to recover its costs of suit including reasonable attorneys’ feesEmployee.
D. The Employee shall disclose promptly to the Company any and all conceptions and ideas for inventions, improvements, and valuable discoveries, whether patentable or not, which are conceived or made by the Employee solely or jointly with another during the period of employment on active status and which pertain primarily to the material business activities of the Company and the Employee hereby assigns and agrees to assign all his interests therein to the Company or to its nominee; whenever requested to do so by the Company, the Employee shall execute any and all applications, assignments or other instruments which the Company shall own all rights in deem necessary to apply for and obtain Letters of Patent of the United States or any foreign country or to otherwise protect the Company's interest therein. These obligations shall not continue beyond the termination of employment with respect to inventions, improvements, and valuable discoveries, whether patentable or not, conceived, made or acquired by the Employee after the period of employment, and shall be binding upon the Employee's assigns, executors, administrators and other legal representatives. Notwithstanding anything above to the results, proceeds and products of Xxxxxxxx’x services hereunder, including without limitation, all ideas and intellectual property created or developed by Xxxxxxxx and which is related to Xxxxxxxx’x employment.contrary,
Appears in 1 contract
