Confidential Information Non Competition Non Solicitation. (a) Employee acknowledges and agrees that, notwithstanding anything to the contrary in this Waiver and Release, Employee shall continue to be subject to and comply with Employee’s obligations under Section 8 of the Employment Agreement regarding Confidential Information, non-competition, and non-solicitation, which obligations shall be fully enforceable as provided in the Employment Agreement.
(b) Employee agrees not to divulge or release this Waiver and Release or its contents, except to Employee’s attorneys, financial advisors, or immediate family, provided they agree to keep this Waiver and Release and its contents confidential, or in response to a valid subpoena or court order. In the event Employee receives a subpoena or court order requiring the release of this Waiver and Release, its contents, or any Confidential Information, Employee will notify [•] Attn: [•] sufficiently in advance of the date for the disclosure of such information to enable the Company to contest the subpoena or court order, reasonably promptly after the receipt of the subpoena or court order, and Employee agrees to cooperate with the Company in any related proceeding involving the release of this Waiver and Release or its contents or any Confidential Information.
(c) Employee and Company mutually agree that neither Employee nor Company nor any member of the Board will make any public statement that would adversely affect the business or reputation of the other in any manner, at any time, even beyond the date after which Employee will receive no further compensation or benefits pursuant to this Agreement. Employee and Company mutually agree that neither Employee nor Company nor any member of the Board will disparage, criticize, or speak negatively about the other or their decisions, actions, products, services, or operations, about the Company’s past, present, or future directors, officers, or employees or any of their actions or decisions, or about the Company’s customers.
(d) Nothing herein is intended to be or will be construed to prevent, impede, or interfere with Employee’s right to respond accurately and fully to any question, inquiry, or request for information regarding the Company or Released Parties or Employee’s employment with the Company or Released Parties when required by legal process, or from initiating communications directly with, or responding to any inquiry from, or providing truthful testimony and information to, any Federal, State, or other regulatory autho...
Confidential Information Non Competition Non Solicitation. (a) Executive acknowledges and agrees that the information, observations and data obtained by him while employed by the Company and its subsidiaries concerning the business or affairs of the Company, Parent or any of their subsidiaries ("Confidential Information") are the property of the Company, ------------------------ Parent or such subsidiary. Therefore, Executive agrees to keep secret and retain in the strictest confidence all Confidential Information, including without limitation, trade "know-how" secrets, customer lists, pricing policies, operational methods, technical processes, formulae, inventions and research projects and other business affairs of the Company, Parent or any of their subsidiaries learned by him in the course of his employment with the Company prior to or after the date of this Agreement, and not to disclose them to anyone outside the Company, Parent or any of their subsidiaries, either during or after his employment with the Company, except (i) in the course of performing his services hereunder; (ii) with the Company's express written consent; (iii) to the extent that the Confidential Information becomes generally known to and available for use by the public other than as a result of Executive's acts or omissions; or (iv) where required to be disclosed by court order, subpoena or other government process. If Executive shall be required to make disclosure pursuant to the provisions of clause (iv) of the preceding sentence, Executive promptly, but in no event more than 48 hours after learning of such subpoena, court order or other governmental process, shall notify the Company, by personal delivery or fax (pursuant to Section 10 hereof), and, at the Company's expense, shall take all reasonably necessary steps requested by the Company to defend against the enforcement of such subpoena, court order or other governmental process and permit the Company to intervene and participate with counsel of its own choice in any related proceeding. Executive shall deliver to the Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information or the business of the Company, Parent or any of their subsidiaries which he may then possess or have under his control.
(b) Executive acknowledges that during his employment with the Company he has b...
Confidential Information Non Competition Non Solicitation. To protect the trade secrets and Confidential Information (as defined below) of the Company and its customers and clients that have been and will be entrusted to Executive, the business goodwill of the Company and its subsidiaries that will be developed in and through Executive and the business opportunities that will be disclosed or entrusted to Executive by the Company and its subsidiaries, and as an additional incentive for the Company to enter into this Agreement, Executive agrees as follows:
Confidential Information Non Competition Non Solicitation. To protect the trade secrets and Confidential Information of the Lineage Group and their customers and clients that have been and will be entrusted to Executive, the business goodwill of the Lineage Group that will be developed in and through Executive and the business opportunities that will be disclosed or entrusted to Executive by the Lineage Group, and as an additional incentive for the Company to enter into this Agreement, Executive agrees as follows:
Confidential Information Non Competition Non Solicitation. The Executive has executed and will comply with the Confidentiality and Non-Competition Agreement dated December 30, 2005 (the "Restrictive Covenant Agreement"), between the Company and the Executive.
Confidential Information Non Competition Non Solicitation. The Executive shall execute and will comply with the Confidentiality and Non-Competition Agreement to be dated as of the Effective Date (the "Restrictive Covenant Agreement"), between the Company and the Executive in substantially the form of Exhibit A, attached hereto.
Confidential Information Non Competition Non Solicitation. (a) Executive acknowledges that the information, observations and data, including but not limited to trade secrets, obtained by him concerning the business and affairs of the Company during the course of his employment with the Company, or that may be obtained in connection with his assistance and cooperation with the Company as set forth in Section 11 hereof, is the property of the Company. Executive agrees that he will not, directly, wilfully or negligently disclose to any unauthorized person or use for his own account any of such information, observations, or data which is of a confidential or proprietary nature ("Confidential Information") without the Company's written consent, unless, and to the extent, that (i) the aforementioned matters become generally known to and available for use by the public other than as a result of the Executive's acts or omissions to act, or (ii) he is required to do so by order of a court of competent jurisdiction (by subpoena or similar process), in which event Executive shall reasonably cooperate with the Company in connection with any action by the Company to limit or suppress such disclosure. Executive represents, warrants and covenants that at no time prior to or contemporaneous with his execution of this Agreement has he disclosed Confidential Information to any unauthorized person or used such Confidential Information for his own purposes or benefit.
(b) Executive acknowledges and agrees that because of his knowledge of the Company's Confidential Information and because his services to the Company were unique in nature, the Company would be irreparably damaged if Executive were to provide similar services to any person or entity competing with the Company in the apparel textile manufacturing industry. Therefore, Executive agrees that, except as otherwise expressly prohibited by law, for six (6) months following the Separation Date ("the Non-Compete Period"), he shall not, directly or indirectly, either for himself or for any other person or entity, permit his name to be used by or participate in any business or enterprise (including, without limitation, any division, group or franchise of a larger organization) that engages or proposes to engage in the apparel textile manufacturing industry in any of the markets or geographical regions of the United States or Canada in which the Company does business, or proposed to do business at the time of the Separation. For purposes of this Agreement, the term "participate in" ...
Confidential Information Non Competition Non Solicitation. Executive shall hold in a fiduciary capacity for the benefit of the Company and shall not communicate, divulge or disseminate Confidential Information at any time during or after Executive's employment with the Company, except with the prior written consent of the Company or as otherwise required by law or legal process. Executive shall execute the Company's standard Agreement Relating to Intellectual Property and Confidential Information (as modified for consistency with this Agreement), a copy of which is attached hereto as
Confidential Information Non Competition Non Solicitation. Xxxxxx acknowledges that the information, observations and data obtained by him concerning the business and affairs of the Company during the course of his employment with the Company, is the property of the Company. Xx. Xxxxxx agrees that he will not, directly, willfully or negligently disclose to any unauthorized person or use any of such information, observations or data which is of a confidential or proprietary nature (“Confidential Information”) without the Company’s written consent, unless, and to the extent, that (i) the aforementioned matters become generally known to and available for use by the public other than as a result of Xx. Xxxxxx’x acts or omissions to act, or (ii) Xx. Xxxxxx is required to do so by order of a court of competent jurisdiction (by subpoena or similar process), in which event he shall reasonably cooperate with the Company in connection with any action by the Company to limit or suppress such disclosure. Xx. Xxxxxx represents, warrants and covenants that at no time prior to or contemporaneous with his execution of this Agreement has he directly, willfully or negligently disclosed Confidential Information to any unauthorized person or used such Confidential Information for his own purposes or benefit. In consideration for the benefits set forth in paragraphs 2(b), 2(c) and 2(d) above, which Xx. Xxxxxx acknowledges is good and valuable consideration, he confirms that he is bound by and will comply with the restrictive covenants found in Sections 7.1 (Non-Disclosure), 7.2 (Non-Competition) and 7.3 (Non-Solicitation of Employees) of the Employment Agreement.
Confidential Information Non Competition Non Solicitation. During the course of Levy’s employment he will have access to and come into possession of information that is confidential and proprietary to the Company and its related entities and affiliates. As part of the consideration for the benefits and consideration paid to Levy under this Agreement, Levy agrees to sign and comply with the CONFIDENTIALITY, INVENTIONS, NON-COMPETITION AND NON-SOLICITATION AGREEMENT, attached hereto as Annex A.
