Confidential Information Non Competition. By virtue of his employment, Employee will have access to confidential, proprietary and trade secret information, the ownership and protection of which is very important to the Company. Employee hereby agrees to enter into a Business Protection Agreement with the Company concurrent with his entry into this Agreement. The Business Protection Agreement is attached as Exhibit A hereto.
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). Except in good faith performance of his duties for the Company, during employment and 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.
(b) Executive agrees that during the period that he is an employee of the Company or any of its affiliated companies pursuant to this Agreement and for one year thereafter, he will not without the consent of the Company (i) Participate In (as defined below) any business or organization in the coal fuels business (a “Competitor”) in a capacity that directly assists such Competitor in competing with the Company, any of its subsidiaries, or any company in which the Company owns at least 10% of the equity interests (an “Affiliate”), in a material respect in the coal fuels business in North America, (ii) own a controlling interest in a business or organization that competes in a material respect in the coal fuels business in North America, or (iii) solicit or interfere with, or endeavor to entice away from the Company or any of its subsidiaries or Affiliates any of their respective suppliers, customers or employees. The employment by Executive or a business that Executive Participates In of a person employed or formerly employed by the Company shall not be prohibited by the foregoing provision if such person sought out employment on his own initiative without initial encouragement by Executive. For purposes of this Section 9(b), the term “Participate In” shall mean: “directly or indirectly, for his own benefit or for, with or through any other person, firm or ...
Confidential Information Non Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this Section 11, and that the Executive’s breach of the provisions of this Section could materially damage the Company. The Company shall provide confidential and trade secret information to the Executive immediately upon execution of this Agreement and thereafter, and the Executive agrees not to disclose or use such information for any reason other than the Executive’s employment with Company without the express, prior, written consent of Company. Therefore, in consideration of the Company’s promise to provide the Executive with its confidential information and trade secrets, the Executive agrees that he will not, during the period of the Executive’s employment by or with the Company, and for a period of one year immediately following the termination of the Executive’s employment with the Company under this Agreement (the “Non-Compete Period”), for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation, limited liability company or business of whatever nature accept employment with, serve as an officer, director, member, manager, agent or joint venturer of, be an owner, controlling stockholder or partner of, act as a consultant to or contractor for, or otherwise actively participate or assist any person, or compete against the Company or any of its Affiliates, directly or indirectly, with or without compensation, in the offshore drilling or liftboat businesses (or any other business in which the Company or any of its Affiliates is then engaged) in those states of the United States (including the state or federal waters offshore such states), or in those countries in the world (and the territorial waters thereof), where the business of the Company is engaged.
Confidential Information Non Competition. (a) From and after the Closing, Shareholders shall keep secret and retain in confidence, and not use for the benefit of any person or entity other than Purchaser, all confidential matters and trade secrets known to him relating to the Business; provided, however, that the Shareholders may disclose such confidential matters or trade secrets if required by law or pursuant to an order from a court or governmental authority.
(b) For a period of five (5) years after the Closing Date, each of the Shareholders and their respective affiliates shall not directly or indirectly, alone or as a partner, joint venturer, officer, director, employee, consultant, agent, independent contractor or stockholder of any company or business:
(i) engage or participate in any business activity that is directly or indirectly in competition with any of the commercial trucking services of Seller that exist on the Closing Date (other than as an owner of not more than one percent (1%) of the shares of stock of any publicly traded company),
(ii) solicit, induce or attempt to solicit or induce any vendor or customer of Seller to terminate or otherwise cease its relationship with Seller, or
(iii) recruit or solicit any person who is an employee or agent of Seller, other than any person who is not and has not been an employee or agent of Seller for a period of at least twelve (12) months.
(c) If any Shareholders breaches, or threatens to commit a breach of, any of the covenants set forth in this Section 7.1 (the “Restrictive Covenants”), the Purchaser shall have the right and remedy to have the Restrictive Covenants specifically enforced against Shareholder by any court of competent jurisdiction, including immediate temporary injunctive relief without bond and without the necessity of showing actual monetary damages, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Purchaser and that money damages would not provide an adequate remedy to the Purchaser or the Companies, which right and remedy is in addition to, and not in lieu of, any other rights and remedies available to the Purchaser under law or in equity.
(d) If any court of competent jurisdiction at any time deems the Restrictive Covenants, or any part hereof, unenforceable because of the duration or geographical scope of such provisions, the other provisions of this Section 7.1, will nevertheless stand and to the full extent consistent with law continue in full forc...
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 that the Executive obtains during the Executive's employment by the Company or any of its affiliated companies and that is not public knowledge (other than as a result of the Executive's violation of this Section 9) ("Confidential Information"). The Executive shall not communicate, divulge or disseminate Confidential Information at any time during or after the Executive's employment with the Company, except with the prior written consent of the Company or as otherwise required by law or legal process.
(b) If the Executive has terminated his employment for any reason other than Good Reason, the Executive agrees not to compete with the business of the Company or be employed by a competitor of the Company while the Executive is receiving termination payments under Section 5.
Confidential Information Non Competition a. During the Term and for a three year period commencing on the termination of the Term of this Agreement for any reason, (i) 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 its affiliates, and their respective businesses which shall not be public knowledge (other than information which becomes public as a result of acts of Executive or his representatives in violation of this Agreement), including, without limitation, customer/client lists, matters subject to litigation, and technology or financial information of the Company or its subsidiaries, and (ii) Executive shall not, without the prior written consent of the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it in writing.
b. During the Term, the Executive will not, directly or indirectly, own, manage, operate, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or consultant or otherwise with, or have any financial interest in any hotel or casino.
c. During the Term and for a one-year period commencing on termination of the Term for any reason, Executive will not solicit or contact any employee of the Company or its affiliates with a view to inducing or encouraging such employee to leave the employ of the Company or its affiliates for the purpose of being employed by Executive, an employer affiliated with Executive, or any competitor of the Company or any affiliate thereof.
d. Executive acknowledges that the provisions of this Section 11 are reasonable and necessary for the protection of Company and that the Company will be irrevocably damaged if such provisions are not specifically enforced. Accordingly, Executive agrees that, in addition to any other relief to which the Company may be entitled in the form of actual or punitive damages, the Company shall be entitled to seek and obtain injunctive relief from a court of competent jurisdiction (without posting of a bond therefor) for the purposes of restraining Executive from any actual or threatened breach of such provisions.
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.
(b) In consideration of the promises of the Company herein, the Executive hereby agrees that while employed by the Company and for a period of one (1) year after the termination of Executive's employment with the Company, for any reason, the Executive shall not, directly or indirectly, in any capacity without the prior written consent of the Company, (i) in the United States and Canada, for his own account or as an employee, consultant, agent, partner, joint venturer, owner or officer of any other person, firm, partnership, corporation or other entity, conduct or engage in any business directly competitive with the business of the Company as of the date of the termination of the Executive's employment, (ii) solicit or engage in the business conducted by the Company with a customer or prospective customer of the Company regarding which customer or prospective customer Executive had direct or indirect contact as an employee of the Company or with respect to whom the Executive learned information while so employed, or (iii) solicit any employee, agent or independent contractor of the Company, the product of which contract will or may yield a termination of the employment or agency relationship of such individual with the Company.
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.
(b) Executive agrees that during the period that he is an employee of the Company or any of its subsidiaries, pursuant to this Agreement and for two years after any Date of Termination occurring on or prior to the final day of the Employment Period, he will not without the consent of the Company (i) Participate In (as defined below) any business or organization in the printing and packaging business (a "Competitor") in a capacity that directly assists such Competitor in
Confidential Information Non Competition. (A) The Employee acknowledges the time and expense incurred by the Company and its subsidiaries in connection with developing proprietary and confidential information in connection with their businesses and operations. The Employee agrees that he will not, without the consent of the Board of Directors, at any time divulge, communicate or use to the detriment of the Company or any of its present or future subsidiaries (collectively, the “Group”), or misappropriate in any way, any confidential information or trade secrets relating to the Group, including, without limitation, business strategies, operating plans, acquisition strategies and terms and conditions (including the identities of, and any other information concerning, possible acquisition candidates), projected financial information, market analyses, personnel information, trade processes, manufacturing methods, know-how, customer lists and relationships, supplier lists and relationships, or other non-public proprietary and confidential information relating to the Group. The foregoing shall not apply to information (i) after it is published or becomes part of the public domain through no fault of the Employee (disclosure in his capacity as President or Chief Executive Officer of the Company believed, in his reasonable business judgment, to be for the benefit of the Company shall not be deemed fault) or (ii) which is disclosed to the Employee after the Employee is no longer employed by the Company by a third party who was not known to the Employee to be under any obligation of confidence or secrecy to the Company with respect to such information at the time of disclosure to the Employee.
(B) For the Restricted Period under subparagraph 7(D), if any, the Employee shall not, directly or indirectly, for himself or on behalf of any other person, firm or entity, employ, engage or retain any person who, at any time during the 12-month period preceding the end of the term of this Agreement, was an employee of or consultant to any member of the Group or contact any supplier, customer or employee or consultant from the Group for the purpose of diverting any such supplier, customer, employee or consultant from any member of the Group or otherwise interfering with the business relationship of any member of the Group with any of the foregoing.
(C) For the Restricted Period under subparagraph 7(D), if any, the Employee shall not, directly or indirectly, engage in or serve as a principal, partner, joint venture mem...
Confidential Information Non Competition. 5.1 Xxxxxxx shall not, without the prior written consent of the Company, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity any Confidential Information pertaining to the business of the Company, Loewen, Blackstone, or any of their respective affiliates, except (i) while employed by the Company, in the business of and for the benefit of the Company, or (ii) when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, or by any administrative agency or legislative body (including a committee thereof) with jurisdiction to order Xxxxxxx or the Company to divulge, disclose or make accessible such information. For the purposes of this paragraph 5.1, "Confidential Information" shall mean all non-public information concerning the financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other non public, proprietary and confidential information of the Company, Blackstone, Loewen, or any of their parent, subsidiary or affiliated companies, or customers that is not otherwise available to the public (other than by Xxxxxxx'x breach of this Agreement).
