Common use of Confidential Information Non Competition Non Solicitation Clause in Contracts

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 authority in the course of an investigation or proceeding authorized by law and carried out by such agency, consistent with Employee’s continuing obligations under the Employment Agreement. Unless prohibited by applicable law, Employee will notify [•] Attn: [•] sufficiently in advance of the date for the disclosure of such information to enable the Company to contest any such order, communication, question, inquiry or request with the applicable authority, reasonably promptly after the receipt of such order, communication, question, inquiry or request. Employee shall not disclose to anyone confidential communications and documents that are protected by the Company’s or Released Parties’ attorney-client privilege or work product protection or any Confidential Information in breach of the Employment Agreement.

Confidential Information Non Competition Non Solicitation. (a) Employee acknowledges and agrees that, notwithstanding anything to the contrary in this Waiver and Release, Employee he shall continue to be subject to and comply with Employee’s his 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 [•] Xxxxxx Xxxx & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attn: [•] Xxxxx X. Xxxxxx sufficiently in advance of the date for the disclosure of such information to enable the Company Trust to contest the subpoena or court order, reasonably promptly prompt after the receipt of the subpoena or court order, and Employee agrees to cooperate with the Company Trust 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 agrees Employee nor Company nor any member of the Board will not make any public statement that would adversely affect the business or reputation of the other Trust or Released Parties in any manner, at any time, even beyond the date after which Employee will receive no further compensation or benefits pursuant to this AgreementWaiver and Release. Employee and Company mutually agree agrees that neither Employee nor Company nor any member of the Board will not disparage, criticize, or speak negatively about the other Released Parties or their decisions, decisions or actions, about Released Parties’ products, services, or operations, about the Company’s any of Released Parties’ past, present, or future directors, officers, or employees or any of their actions or decisions, or about Released Parties’ customers. The Trustees shall, and they shall instruct the Company’s customersexecutive officers and senior officers of the Trust, to comply with the foregoing two sentences of this Section 5(c) vis-à-vis the Employee. (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 Trust or Released Parties or Employee’s his or her employment with the Company Trust 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 authority in the course of an investigation or proceeding authorized by law and carried out by such agency, consistent with Employee’s his continuing obligations under the Employment Agreement. Unless prohibited by applicable law, Employee will notify [•] Xxxxxx Xxxx & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attn: [•] Xxxxx X. Xxxxxx sufficiently in advance of the date for the disclosure of such information to enable the Company Trust to contest any such order, communication, question, inquiry or request with the applicable authority, reasonably promptly prompt after the receipt of such order, communication, question, inquiry or request. Employee shall not disclose to anyone confidential communications and documents that are protected by the CompanyTrust’s or Released Parties’ attorney-client privilege or work product protection or any Confidential Information in breach of the Employment Agreement.

Confidential Information Non Competition Non Solicitation. (a) Employee acknowledges and agrees that, notwithstanding anything to the contrary in this Waiver and Release, Employee he shall continue to be subject to and comply with Employee’s his 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 agrees Employee nor Company nor any member of the Board will not make any public statement that would adversely affect the business or reputation of the other Company or Released Parties in any manner, at any time, even beyond the date after which Employee will receive no further compensation or benefits pursuant to this AgreementWaiver and Release. Employee and Company mutually agree agrees that neither Employee nor Company nor any member of the Board will not disparage, criticize, or speak negatively about the other Released Parties or their decisions, decisions or actions, about Released Parties’ products, services, or operations, about the Company’s any of Released Parties’ past, present, or future directors, officers, or employees or any of their actions or decisions, or about Released Parties’ customers. The Board shall comply, and shall instruct the Company’s customersexecutive officers and senior officers of the Company to comply, with the foregoing two sentences of this Section 5(c) vis à vis the Employee. (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 his or her 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 authority in the course of an investigation or proceeding authorized by law and carried out by such agency, consistent with Employee’s his continuing obligations under the Employment Agreement. Unless prohibited by applicable law, Employee will notify [•●] Attn: [•●] sufficiently in advance of the date for the disclosure of such information to enable the Company to contest any such order, communication, question, inquiry or request with the applicable authority, reasonably promptly after the receipt of such order, communication, question, inquiry or request. Employee shall not disclose to anyone confidential communications and documents that are protected by the Company’s or Released Parties’ attorney-client privilege or work product protection or any Confidential Information in breach of the Employment Agreement.

Confidential Information Non Competition Non Solicitation. (a) Employee acknowledges and agrees that, notwithstanding anything to the contrary in this Waiver and Release, Employee he shall continue to be subject to and comply with Employee’s his 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: [•4,] 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 agrees Employee nor Company nor any member of the Board will not make any public statement that would adversely affect the business or reputation of the other Company or Released Parties in any manner, at any time, even beyond the date after which Employee will receive no further compensation or benefits pursuant to this AgreementWaiver and Release. Employee and Company mutually agree agrees that neither Employee nor Company nor any member of the Board will not disparage, criticize, or speak negatively about the other Released Parties or their decisions, decisions or actions, about Released Parties’ products, services, or operations, about the Company’s any of Released Parties’ past, present, or future directors, officers, or employees or any of their actions or decisions, or about Released Parties’ customers. The Board shall comply, and shall instruct the Company’s customersexecutive officers and senior officers of the Company to comply, with the foregoing two sentences of this Section 5(c) vis-à-vis the Employee. (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 his or her 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 authority in the course of an investigation or proceeding authorized by law and carried out by such agency, consistent with Employee’s his continuing obligations under the Employment Agreement. Unless prohibited by applicable law, Employee will notify [•] Attn: [•] •1 sufficiently in advance of the date for the disclosure of such information to enable the Company to contest any such order, communication, question, inquiry or request with the applicable authority, reasonably promptly after the receipt of such order, communication, question, inquiry or request. Employee shall not disclose to anyone confidential communications and documents that are protected by the Company’s or Released Parties’ attorney-client privilege or work product protection or any Confidential Information in breach of the Employment Agreement.

Confidential Information Non Competition Non Solicitation. (a) Employee acknowledges and agrees that, notwithstanding anything to the contrary in this Waiver and Release, Employee he shall continue to be subject to and comply with Employee’s his 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 agrees Employee nor Company nor any member of the Board will not make any public statement that would adversely affect the business or reputation of the other Company or Released Parties in any manner, at any time, even beyond the date after which Employee will receive no further compensation or benefits pursuant to this AgreementWaiver and Release. Employee and Company mutually agree agrees that neither Employee nor Company nor any member of the Board will not disparage, criticize, or speak negatively about the other Released Parties or their decisions, decisions or actions, about Released Parties’ products, services, or operations, about the Company’s any of Released Parties’ past, present, or future directors, officers, or employees or any of their actions or decisions, or about Released Parties’ customers. The Board shall comply, and shall instruct the Company’s customersexecutive officers and senior officers of the Company to comply, with the foregoing two sentences of this Section 5(c) vis à vis the Employee. (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 his or her 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 authority in the course of an investigation or proceeding authorized by law and carried out by such agency, consistent with Employee’s his continuing obligations under the Employment Agreement. Unless prohibited by applicable law, Employee will notify [•●] Attn: [•●] sufficiently in advance of the date for the disclosure of such information to enable the Company to contest any such order, communication, question, inquiry or request with the applicable authority, reasonably promptly after the receipt of such order, communication, question, inquiry or request. Employee shall not disclose to anyone confidential communications and documents that are protected by the Company’s or Released Parties’ attorney-client privilege or work product protection or any Confidential Information in breach of the Employment Agreement.

Confidential Information Non Competition Non Solicitation. (a) Employee acknowledges and agrees that, notwithstanding anything to the contrary in this Waiver and Release, Employee he shall continue to be subject to and comply with Employee’s his 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 [•] Xxxxxx Xxxx & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attn: [•] Xxxxx X. Xxxxxx sufficiently in advance of the date for the disclosure of such information to enable the Company Trust 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 Trust 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 agrees Employee nor Company nor any member of the Board will not make any public statement that would adversely affect the business or reputation of the other Trust or Released Parties in any manner, at any time, even beyond the date after which Employee will receive no further compensation or benefits pursuant to this AgreementWaiver and Release. Employee and Company mutually agree agrees that neither Employee nor Company nor any member of the Board will not disparage, criticize, or speak negatively about the other Released Parties or their decisions, decisions or actions, about Released Parties’ products, services, or operations, about the Company’s any of Released Parties’ past, present, or future directors, officers, or employees or any of their actions or decisions, or about Released Parties’ customers. The Trustees shall, and they shall instruct the Company’s customersexecutive officers and senior officers of the Trust, to comply with the foregoing two sentences of this Section 5(c) vis-à-vis the Employee. (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 Trust or Released Parties or Employee’s his or her employment with the Company Trust 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 authority in the course of an investigation or proceeding authorized by law and carried out by such agency, consistent with Employee’s his continuing obligations under the Employment Agreement. Unless prohibited by applicable law, Employee will notify [•] Xxxxxx Xxxx & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attn: [•] Xxxxx X. Xxxxxx sufficiently in advance of the date for the disclosure of such information to enable the Company Trust to contest any such order, communication, question, inquiry or request with the applicable authority, reasonably promptly after the receipt of such order, communication, question, inquiry or request. Employee shall not disclose to anyone confidential communications and documents that are protected by the CompanyTrust’s or Released Parties’ attorney-client privilege or work product protection or any Confidential Information in breach of the Employment Agreement.

Confidential Information Non Competition Non Solicitation. (a) Employee acknowledges and agrees thatThe Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, notwithstanding anything knowledge or data relating to the contrary in this Waiver Company or any of its affiliated companies, and Releasetheir respective businesses, Employee which shall continue to 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 subject to and comply with Employee’s obligations under Section 8 or become public knowledge (other than by acts by the Executive or representatives of the Employment Agreement regarding Confidential InformationExecutive in violation of this Agreement). After termination of the Executive's employment with the Company, non-competitionthe 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 non-solicitation, which obligations shall be fully enforceable as provided in the Employment Agreementthose designated by it. (b) Employee The Executive agrees not to divulge that, (i) while the Executive is employed during the Employment Period or release this Waiver and Release (ii) for a period of two years following the date on which the Executive's employment hereunder is terminated by the Company for Cause or its contentsby the Executive without Good Reason, except to Employee’s attorneyswhichever period in (i) or (ii) is applicable the Executive will not, financial advisorswithout the written consent of the Company, engage in any business of, or immediate family, provided they agree to keep this Waiver and Release and its contents confidentialenter the employ of, or have any interest in, directly or indirectly, any other person, firm, corporation or other entity engaged 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 business that is in substantial 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 direct competition with the Company in as of the Date of Termination. Nothing herein shall restrict the Executive from owning 2% or less of the outstanding securities of any related proceeding involving corporation or other entity whose securities are listed on any national securities exchange or traded over-the-counter, if the release Executive has no other connection or relationship with the issuer of this Waiver and Release or its contents or any Confidential Informationsuch securities. (c) Employee The Executive agrees that, during the Employment Period and for a period of two years following the date on which the Executive's employment hereunder is terminated by the Company mutually agree that neither Employee nor Company nor any member for Cause or by the Executive without Good Reason, the Executive will not, directly or indirectly, on behalf of the Board Executive or any other person, solicit for employment by other than the Company any person employed by the Company at the Effective Date, nor will make any public statement that would adversely affect the business Executive, directly or reputation indirectly, on behalf of the Executive or any other in person, solicit for employment by other than the Company any manner, person known by the Executive to be employed 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 time by 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 In the event of a breach or will be construed to preventthreatened breach of this Section 9, impede, or interfere with Employee’s right to respond accurately and fully to any question, inquiry, or request for information regarding the Executive agrees that the Company shall be entitled to injunctive relief in a court of appropriate jurisdiction to remedy any such breach or Released Parties or Employee’s employment with threatened breach, 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 Executive acknowledges that damages would be inadequate and information to, any Federal, State, or other regulatory authority in the course of an investigation or proceeding authorized by law and carried out by such agency, consistent with Employee’s continuing obligations under the Employment Agreementinsufficient. Unless prohibited by applicable law, Employee will notify [•] Attn: [•] sufficiently in advance The termination of the date for Executive's employment hereunder shall have no effect on the disclosure continuing operation of such information to enable the Company to contest any such order, communication, question, inquiry or request with the applicable authority, reasonably promptly after the receipt of such order, communication, question, inquiry or requestthis Section 9. Employee In no event shall not disclose to anyone confidential communications and documents that are protected by the Company’s or Released Parties’ attorney-client privilege or work product protection or any Confidential Information in breach an -12- 13 asserted violation of the Employment provisions of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

Confidential Information Non Competition Non Solicitation. (a) Employee acknowledges and agrees that, notwithstanding anything to the contrary in this Waiver and Release, Employee he shall continue to be subject to and comply with Employee’s his 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 [•] Xxxxxx Xxxx & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attn: [•] Xxxxx X. Xxxxxx sufficiently in advance of the date for the disclosure of such information to enable the Company Trust 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 Trust 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 agrees Employee nor Company nor any member of the Board will not make any public statement that would adversely affect the business or reputation of the other Trust or Released Parties in any manner, at any time, even beyond the date after which Employee will receive no further compensation or benefits pursuant to this AgreementWaiver and Release. Employee and Company mutually agree agrees that neither Employee nor Company nor any member of the Board will not disparage, criticize, or speak negatively about the other Released Parties or their decisions, decisions or actions, about Released Parties’ products, services, or operations, about the Company’s any of Released Parties’ past, present, or future directors, officers, or employees or any of their actions or decisions, or about Released Parties’ customers. The Trustees shall, and they shall instruct the Company’s customersexecutive officers and senior officers of the Trust, to comply with the foregoing two sentences of this Section 5(c) vis à vis the Employee. (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 Trust or Released Parties or Employee’s his or her employment with the Company Trust 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 authority in the course of an investigation or proceeding authorized by law and carried out by such agency, consistent with Employee’s his continuing obligations under the Employment Agreement. Unless prohibited by applicable law, Employee will notify [•] Xxxxxx Xxxx & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attn: [•] Xxxxx X. Xxxxxx sufficiently in advance of the date for the disclosure of such information to enable the Company Trust to contest any such order, communication, question, inquiry or request with the applicable authority, reasonably promptly after the receipt of such order, communication, question, inquiry or request. Employee shall not disclose to anyone confidential communications and documents that are protected by the CompanyTrust’s or Released Parties’ attorney-client privilege or work product protection or any Confidential Information in breach of the Employment Agreement.