Common use of Confidential Information Non Competition Clause in Contracts

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 corporation, own, manage, operate, lend money to or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor or otherwise with, or acquiesce in the use of his name in.” Notwithstanding the foregoing, Executive shall not be deemed to Participate In a business merely because he owns not more than 5% of the outstanding common stock of a corporation, if, at the time of its acquisition by Executive, such stock is listed on a national securities exchange, is reported on Nasdaq or is regularly traded in the over-the-counter market by a member of a national securities exchange. (c) Executive agrees that the provisions of this Section 9 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 9 shall be deemed to be invalid, illegal or unenforceable by reason of the extent, duration or geographical scope hereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby.

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 companiesAffiliated Companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s 's employment by the Company or any of its affiliated companies 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 After termination of the Executive’s '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 subsidiaries, pursuant to this Agreement and for one year thereaftertwo 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 coal fuels printing and packaging 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 printing and packaging business in North Americathe respective specific geographic areas where the Company or any of its subsidiaries or Affiliates conducted such businesses at the time Executive ceased to be an employee hereunder, (ii) own a controlling interest in a business or organization that competes in a material respect in the coal fuels printing and packaging business in North Americathe respective specific geographic areas where the Company or any of its subsidiaries or Affiliates conducted such businesses at the time Executive ceased to be an employee hereunder, 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 corporation, own, manage, operate, lend money to or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor or otherwise with, or acquiesce in the use of his name in.” " Notwithstanding the foregoing, Executive shall not be deemed to Participate In a business merely because he owns not more than 5% of the outstanding common stock of a corporation, if, at the time of its acquisition by Executive, such stock is listed on a national securities exchange, is reported on Nasdaq or is regularly traded in the over-the-counter market by a member of a national securities exchange. (c) Executive agrees that the provisions of this Section 9 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 9 shall be deemed to be invalid, illegal or unenforceable by reason of the extent, duration or geographical scope hereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby.

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 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 11 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 subsidiaries, pursuant to this Agreement and for one year thereafterafter the Date of Termination, he will not without the consent of the Company (i) Participate In (as defined below) any business or organization in the coal fuels printing and packaging 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 printing and packaging business in North Americathe respective specific geographic areas where the Company or any of its subsidiaries or Affiliates conducted such businesses at the time Executive ceased to be an employee hereunder, (ii) own a controlling interest in a business or organization that competes in a material respect in the coal fuels printing and packaging business in North Americathe respective specific geographic areas where the Company or any of its subsidiaries or Affiliates conducted such businesses at the time Executive ceased to be an employee hereunder, 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(b11(b), the term “Participate In” shall mean: “directly or indirectly, for his own benefit or for, with or through any other person, firm or corporation, own, manage, operate, lend money to or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor or otherwise with, or acquiesce in the use of his name in.” Notwithstanding the foregoing, Executive shall not be deemed to Participate In a business merely because he owns not more than 5% of the outstanding common stock of a corporation, if, at the time of its acquisition by Executive, such stock is listed on a national securities exchange, is reported on Nasdaq or is regularly traded in the over-the-counter market by a member of a national securities exchange. (c) Executive agrees that the provisions of this Section 9 11 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 9 11 shall be deemed to be invalid, illegal or unenforceable by reason of the extent, duration or geographical scope hereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby.

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 '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 After termination of the Executive’s '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 10 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 subsidiaries, pursuant to this Agreement and for one year thereafterafter the Date of Termination, he will not without the consent of the Company (i) Participate In (as defined below) any business or organization in the coal fuels printing and packaging 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 printing and packaging business in North Americathe respective specific geographic areas where the Company or any of its subsidiaries or Affiliates conducted such businesses at the time Executive ceased to be an employee hereunder, (ii) own a controlling interest in a business or organization that competes in a material respect in the coal fuels printing and packaging business in North Americathe respective specific geographic areas where the Company or any of its subsidiaries or Affiliates conducted such businesses at the time Executive ceased to be an employee hereunder, or (iiiii) 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(b10(b), the term “"Participate In” " shall mean: “"directly or indirectly, for his own benefit or for, with or through any other person, firm or corporation, own, manage, operate, lend money to or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor or otherwise with, or acquiesce in the use of his name in.” " Notwithstanding the foregoing, Executive shall not be deemed to Participate In a business merely because he owns not more than 5% of the outstanding common stock of a corporation, if, at the time of its acquisition by Executive, such stock is listed on a national securities exchange, is reported on Nasdaq or is regularly traded in the over-the-counter market by a member of a national securities exchange. (c) Executive agrees that the provisions of this Section 9 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 9 shall be deemed to be invalid, illegal or unenforceable by reason of the extent, duration or geographical scope hereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby.

Confidential Information Non Competition. (a) The Executive Each party shall hold in a fiduciary capacity for confidence at all times after the benefit of the Company date hereof all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companiesConfidential Information, 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 disclose, publish or become public knowledge (other than by acts by make use of any Confidential Information at any time after 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, date hereof without the prior written consent of the Company other party. The term “Confidential Information” shall have the meaning ascribed to it in the Nondisclosure Agreement between Securities America Financial Corporation and Seller, dated September 30, 2013. In addition, nothing contained in this Agreement shall be deemed to prevent the disclosure of information that is required to be disclosed under Law or as may otherwise be required by law order of a Governmental Entity acting within its jurisdiction, provided that prior to such disclosure, Seller shall have provided Buyer with notice of such disclosure requirement and Buyer shall have had a reasonable opportunity to contest such requirement. (b) During the Non-Competition Period, neither Seller nor Shareholder, shall directly or legal processindirectly: (i) engage in a Competitive Business in the Geographical Areas; or (ii) solicit, communicate induce or divulge encourage any registered representative, investment advisor representative or employee of, or any independent contractor working exclusively for the Buyer or any Affiliate of Buyer (each, a “Restricted Person”) or induce or attempt to induce any such informationRestricted Person to terminate, knowledge cancel or data withdraw his employment or business relationship with, or the provision of his services to, the Buyer or any Affiliate of Buyer or to anyone take employment with, or utilize the services of, another party other than Buyer or its Affiliates. The previous sentence shall not preclude general solicitations in newspapers, internet advertisements or similar mass media not specifically targeted toward Restricted Persons. (c) Notwithstanding the Company and those designated by itforgoing, the provisions of Section 6.4(b)(i), shall not apply to (i) operations of Shareholder or its Affiliates not purchased or transferred to Buyer pursuant to this Agreement to the extent needed to service accounts of Clients remaining with Seller following Closing or to (ii) Shareholder or its Affiliates owning, acquiring or investing in any Person provided that if such Person derives in excess of ten percent (10%) of its net income in the most recently completed four (4) fiscal quarters from business activities which would be restricted hereunder, Shareholder shall, or shall cause its Affiliate to, divest such prohibited portion of such business within nine (9) months of the acquisition date. In no event It is also understood that the restrictions set forth in Section 6.4(b)(i) shall not apply to any Person that acquires (in any fashion, including merger, stock purchase or otherwise) an asserted violation interest in Shareholder or any of its Affiliates so long as such Person was not an Affiliate of Shareholder that was subject to such restrictions prior to the aforementioned acquisition. (d) If a judicial or arbitral determination is made that any of the provisions of this Section 9 constitute a basis for deferring 6.4 constitutes an unreasonable or withholding otherwise unenforceable restriction against any amounts otherwise payable Party or its Affiliates, such provisions shall be rendered void only to the Executive extent that such determination finds such provisions to be unreasonable or otherwise unenforceable with respect to such Party or its Affiliate. Notwithstanding the fact that any provision of this Section 6.4 is determined not to be specifically enforceable, the aggrieved Party shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision. The time period during which the prohibitions set forth in this Section 6.4 shall apply shall be tolled and suspended for a period equal to the aggregate time during which the violating Party or any such Affiliate violates such prohibitions in any respect. (e) Each Party hereby agrees that any remedy at law for any breach of the provisions contained in this Section 6.4 shall be inadequate and that the aggrieved Party shall be entitled to seek injunctive relief in addition to any other remedy the aggrieved Party might have 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 corporation, own, manage, operate, lend money to or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor or otherwise with, or acquiesce in the use of his name in.” Notwithstanding the foregoing, Executive shall not be deemed to Participate In a business merely because he owns not more than 5% of the outstanding common stock of a corporation, if, at the time of its acquisition by Executive, such stock is listed on a national securities exchange, is reported on Nasdaq or is regularly traded in the over-the-counter market by a member of a national securities exchange. (c) Executive agrees that the provisions of this Section 9 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 9 shall be deemed to be invalid, illegal or unenforceable by reason of the extent, duration or geographical scope hereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby.

Confidential Information Non Competition. (a) The During the Term and for a three year period commencing on the Termination Date, (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 company or any of its affiliated companiesaffiliates, 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 businesses which shall not be or become public knowledge (other than by information which becomes public as a result of acts by the of Executive or his representatives of the Executive in violation of this Agreement). Except in good faith performance , including, without limitation, customer/client lists, matters subject to litigation, and technology or financial information of his duties for the CompanyCompany or its subsidiaries, during employment and after termination of the Executive’s employment with the Company, the (ii) Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal processCompany, 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 Agreementit in writing. (b) Executive agrees that Except as otherwise provided in this Section l0.l(b), during the period that he is an employee of the Company or any of its affiliated companies pursuant to this Agreement Term and for one a three year thereafter, he will not without period commencing on 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)Termination Date, the term “Participate In” shall mean: “Executive will not, directly or indirectly, for his own benefit or for, with or through any other person, firm or corporation, (i) own, manage, operate, lend money to control or participate in the ownership, management, operation management or control of, or be connected as a director, an officer, employee, partner, consultantdirector, agent, independent contractor or consultant or otherwise with, or acquiesce have any financial interest in (except for (A) ownership as of the date hereof, (B) any ownership in the use common stock of his name in.” Notwithstanding the foregoingCompany, Executive shall not be deemed to Participate In a business merely because he owns not more or (C) any ownership of less than 5% of the outstanding common stock equity interest in any entity) any hotel/casino located in Xxxxx County, Nevada or (ii) solicit or contact any employee of Company or its affiliates with a corporation, if, at view to inducing or encouraging such employee to leave the time employ of Company or its acquisition affiliates for the purpose of being employed by Executive, such stock is listed on a national securities exchangean employer affiliated with Executive, is reported on Nasdaq or is regularly traded any competitor of company or any affiliate thereof. The provisions of Section 10.1(b)(i) shall not apply in the over-the-counter market event of any involuntary termination by a member Company of a national securities exchangeExecutive's employment under this Agreement. (c) Executive agrees acknowledges that the provisions of this Section 9 10.1 are reasonable and necessary for the protection of Company and reasonable that Company will be irrevocably damaged if such provisions are not specifically enforced. Accordingly, Executive agrees that, in addition to protect the Company any other relief to which company may be untitled in the conduct form of its business. If any restriction contained in this Section 9 actual or punitive damages, Company shall be deemed entitled to be invalid, illegal 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 unenforceable by reason threatened breach of the extent, duration or geographical scope hereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyprovisions.