Common use of Confidential Information Non Competition Clause in Contracts

Confidential Information Non Competition. (a) Executive acknowledges that in his employment hereunder he will occupy a position of trust and confidence. (b) Except as may be required or appropriate in connection with his carrying out his duties under this Agreement, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or any legal process, or as is necessary in connection with any adversarial proceeding against the Company (in which case the Executive shall cooperate with the Company, at the Company's expense, in obtaining a protective order against disclosure by a court of competent jurisdiction), communicate, to anyone other than the Company and those designated by the Company or on behalf of the Company in the furtherance of its business or to perform his duties hereunder, any of the following, in each case without limitation in time: any trade secrets, confidential information, knowledge or data relating to the Company and its businesses, operations, inventions, products, strategies, and investments, obtained by the Executive during the Executive's employment by the Company that is not generally available public knowledge (other than by acts by the Executive in violation of this Agreement). Executive acknowledges that such confidential information is specialized, unique in nature and of great value to the Company, and that such confidential information gives the Company a competitive advantage. The Executive agrees to deliver or return to the Company, at the Company's request at any time or upon termination or expiration of his employment or as soon thereafter as possible, all documents, computer tapes and disks, records, lists, data, drawings, prints, notes and written information (and all copies thereof) furnished by or on behalf of the Company or prepared by the Executive in the course of his employment by the Company. (c) The obligations contained in this Section 10 shall survive the termination or expiration of Executive's employment with the Company and shall be fully enforceable thereafter in accordance with its terms. (d) During the Employment Period (and, in the event Executive terminates his employment hereunder other than for Good Reason or Executive's employment is terminated by the Company for cause, for a period of one (1) year beyond the expiration of the Term), Executive shall not, directly or indirectly, without the prior written consent of the Company, provide services to (whether as an employee or a consultant, with or without pay), own, manage, operate, join, control, participate in, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that is then a direct competitor of the Company or its subsidiaries (each such competitor a "Competitor of the Company"); provided, however, that the "beneficial ownership" by Executive, either individually or as a member of a "group," as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, of not more than five percent (5%) of the voting stock of any publicly held corporation shall not alone constitute a violation of this Agreement and provided further that, with the consent of the Company (which consent shall not be unreasonably withheld or delayed), the foregoing shall not prohibit Executive from rendering services to an entity that conducts a business that is a "Competitor of the Company" if such business does not contribute a material portion of such entity's revenues. It is further expressly agreed that the Company will or would suffer irreparable injury if Executive were to compete with the Company or any subsidiary thereof in violation of this Agreement, and that the Company would by reason of such competition be entitled to injunctive relief in a court of appropriate jurisdiction, and Executive further consents and stipulates to the entry of such injunctive relief in such a court prohibiting Executive from competing with the Company or any subsidiary of the Company in violation of this Agreement. Executive and the Company acknowledge and agree that the business of the Company is national in nature, and that the terms of the non-competition agreement set forth herein shall apply on a nation-wide basis.

Confidential Information Non Competition. (a) Executive acknowledges that in his employment hereunder he will occupy a position of trust The Seller and confidence. (b) Except as may be required or appropriate in connection with his carrying out his duties under this Agreement, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or any legal process, or as is necessary in connection with any adversarial proceeding against the Company (in which case the Executive shall cooperate with the Company, at the Company's expense, in obtaining a protective order against disclosure by a court of competent jurisdiction), communicate, to anyone other than the Company and those designated by the Company or on behalf of the Company in the furtherance of its business or to perform his duties hereunder, any of the following, in each case without limitation in time: any trade secrets, confidential information, knowledge or data relating to the Company and its businesses, operations, inventions, products, strategies, and investments, obtained by the Executive during the Executive's employment by the Company that is not generally available public knowledge (other than by acts by the Executive in violation of this Agreement). Executive acknowledges that such confidential information is specialized, unique in nature and of great value to the Company, and that such confidential information gives the Company a competitive advantage. The Executive agrees to deliver or return to the Company, at the Company's request at any time or upon termination or expiration of his employment or as soon thereafter as possible, all documents, computer tapes and disks, records, lists, data, drawings, prints, notes and written information (and all copies thereof) furnished by or on behalf of the Company or prepared by the Executive in the course of his employment by the Company. (c) The obligations contained in this Section 10 shall survive the termination or expiration of Executive's employment with the Company and shall be fully enforceable thereafter in accordance with its terms. (d) During the Employment Period (and, in the event Executive terminates his employment hereunder other than for Good Reason or Executive's employment is terminated by the Company for cause, for a period of one (1) year beyond the expiration of the Term), Executive Shareholder shall not, directly or indirectly, without use or disclose any confidential or proprietary information relating to the prior written consent of Purchased Assets or the Company, provide services Business to (whether as an employee or a consultant, with or without pay), own, manage, operate, join, control, participate in, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partnerperson, firm, corporation, association or other entity, nor shall the Seller make use of any such confidential or proprietary information for its or his own purpose or for the benefit of any person, firm, corporate or other entity except the Buyer. The Seller and each Shareholder hereby acknowledge that is then a direct competitor the Buyer would be irreparably damaged if such confidential knowledge of the Company Business was disclosed to or utilized on behalf of others in competition in any respect with the Business. For the purpose of this Section, the term “confidential or proprietary information” shall mean all information which is known to the Seller or its subsidiaries respective affiliates or to their employees, former employees, consultants or others in a confidential relationship with the Seller and relates to matters such as trade secrets, research and development activities, books and records, catalogs, sample books, customer lists, suppliers, distribution channels, pricing information, private processes, formulae, functional specifications, blueprints, know-how, data, improvements, discoveries, designs, inventions, techniques, marketing plans, strategies, forecasts, new products and financial statements. (b) The Seller and each such competitor a "Competitor Shareholder hereby acknowledge and recognize the highly competitive nature of the Company"Business; and accordingly agree that, in consideration of the premises contained herein, the consideration to be received by the Seller, and to induce the Buyer to enter into this Agreement, they will not, from and after the Closing until the third anniversary thereof, (i) directly or indirectly engage in, represent in any way or be connected with any business or activity in competition with the Business as conducted by the Seller immediately prior to the Closing, (a “Competitive Business”) in any state, county and city in which the Business is conducted or has customers immediately prior to the Closing, whether such engagement shall be as an employer, officer, director, owner, employee, or partner, in any such position that could adversely impact the Business, (ii) assist others in engaging in any Competitive Business in the manner described in the foregoing clause (i), or (iii) induce employees of the Buyer to terminate their employment with the Buyer to engage in any Competitive Business; provided, however, that the "beneficial ownership" by Executive, either individually or as a member of a "group," as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, of not more than five percent clause (5%iii) of the voting stock of any publicly held corporation shall not alone constitute a violation of this Agreement and provided further that, with the consent of the Company (which consent shall not be unreasonably withheld violated by general advertisements for employment not specifically directed at employees of the Buyer, and clauses (i) and (ii) shall not be violated by Xxxxxx Xxxxxx’x ownership of and/or board of directorships on or delayed)other involvement with IRI Acquisitions and its subsidiaries, including Elkhart Plastics, or Abercrombie Textiles, LLC. (c) It is the desire and intent of the parties that the foregoing provisions of this Section 6.1 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to the maximum restriction which is enforceable and shall be enforced as so limited, such amendment to apply only with respect to the operation of such provision of this Section 6.1 in the particular jurisdiction in which such adjudication is made. In addition, in the event of a breach or threatened breach by the Seller of the provisions of this Section 6.1, the foregoing Buyer shall not prohibit Executive from rendering services to an entity that conducts a business that is a "Competitor of the Company" if such business does not contribute a material portion of such entity's revenues. It is further expressly agreed that the Company will or would suffer irreparable injury if Executive were to compete with the Company or any subsidiary thereof in violation of this Agreement, and that the Company would by reason of such competition be entitled to injunctive relief in a court of appropriate jurisdictionan injunction restraining them or him, and Executive further consents and stipulates to as the entry of case may be, from such injunctive relief in breach. Nothing herein contained shall be construed as prohibiting the Buyer from pursuing any other remedies available for such a court prohibiting Executive from competing with the Company breach or any subsidiary of the Company in violation of this Agreement. Executive and the Company acknowledge and agree that the business of the Company is national in nature, and that the terms of the non-competition agreement set forth herein shall apply on a nation-wide basisthreatened breach.

Confidential Information Non Competition. (a) Executive acknowledges that in his employment hereunder he will occupy a position of trust The Seller and confidence. (b) Except as may be required or appropriate in connection with his carrying out his duties under this Agreement, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or any legal process, or as is necessary in connection with any adversarial proceeding against the Company (in which case the Executive shall cooperate with the Company, at the Company's expense, in obtaining a protective order against disclosure by a court of competent jurisdiction), communicate, to anyone other than the Company and those designated by the Company or on behalf of the Company in the furtherance of its business or to perform his duties hereunder, any of the following, in each case without limitation in time: any trade secrets, confidential information, knowledge or data relating to the Company and its businesses, operations, inventions, products, strategies, and investments, obtained by the Executive during the Executive's employment by the Company that is not generally available public knowledge (other than by acts by the Executive in violation of this Agreement). Executive acknowledges that such confidential information is specialized, unique in nature and of great value to the Company, and that such confidential information gives the Company a competitive advantage. The Executive agrees to deliver or return to the Company, at the Company's request at any time or upon termination or expiration of his employment or as soon thereafter as possible, all documents, computer tapes and disks, records, lists, data, drawings, prints, notes and written information (and all copies thereof) furnished by or on behalf of the Company or prepared by the Executive in the course of his employment by the Company. (c) The obligations contained in this Section 10 shall survive the termination or expiration of Executive's employment with the Company and shall be fully enforceable thereafter in accordance with its terms. (d) During the Employment Period (and, in the event Executive terminates his employment hereunder other than for Good Reason or Executive's employment is terminated by the Company for cause, for a period of one (1) year beyond the expiration of the Term), Executive Member shall not, directly or indirectly, without use or disclose any confidential or proprietary information relating to the prior written consent Purchased Assets or the Business to any person, firm, company, association or other entity, nor shall the Seller make use of any such confidential or proprietary information for its or his own purpose or for the benefit of any person, firm, company or other entity except the Buyer. The Seller and each Member hereby acknowledge that the Buyer would be irreparably damaged if such confidential knowledge of the CompanyBusiness was disclosed to or utilized on behalf of others in competition in any respect with the Business. For the purpose of this Section, provide services the term “confidential or proprietary information” shall mean all information which is known to the Seller or its respective affiliates or to their employees, former employees, consultants or others in a confidential relationship with the Seller and relates to matters such as trade secrets, research and development activities, books and records, catalogs, sample books, customer lists, suppliers, distribution channels, pricing information, private processes, formulae, functional specifications, blueprints, know-how, data, improvements, discoveries, designs, inventions, techniques, marketing plans, strategies, forecasts, new products and financial statements. (whether as an employee b) The Seller and each Member hereby acknowledge and recognize the highly competitive nature of the Business; and accordingly agree that, in consideration of the premises contained herein, the consideration to be received by the Seller, and to induce the Buyer to enter into this Agreement, they will not, from and after the Closing until the fifth (5th) anniversary thereof, (i) directly or a consultant, with or without pay), own, manage, operate, join, control, participate indirectly engage in, represent in any way or be connected with any business or activity in competition with the Business as conducted by the Seller immediately prior to the Closing, (a “Competitive Business”) in any state, county and city in which the Business is conducted or has customers immediately prior to the Closing, whether such engagement shall be as a stockholderan employer, officer, director, owner, employee, or partner, or otherwisein any such position that could adversely impact the Business, (ii) assist others in engaging in any Competitive Business in the manner described in the foregoing clause (i), any business, individual, partner, firm, corporation, or other entity that is then a direct competitor (iii) induce employees of the Company or its subsidiaries (each such competitor a "Competitor of Buyer to terminate their employment with the Company")Buyer to engage in any Competitive Business; provided, however, that the "beneficial ownership" by Executive, either individually or as a member of a "group," as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, of not more than five percent clause (5%iii) of the voting stock of any publicly held corporation shall not alone constitute a violation of this Agreement and provided further that, with the consent of the Company (which consent shall not be unreasonably withheld violated by general advertisements for employment not specifically directed at employees of the Buyer. (c) It is the desire and intent of the parties that the foregoing provisions of this Section 6.1 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section shall be adjudicated to be invalid or delayed)unenforceable, such provision shall be deemed amended to the maximum restriction which is enforceable and shall be enforced as so limited, such amendment to apply only with respect to the operation of such provision of this Section 6.1 in the particular jurisdiction in which such adjudication is made. In addition, in the event of a breach or threatened breach by the Seller of the provisions of this Section 6.1, the foregoing Buyer shall not prohibit Executive from rendering services to an entity that conducts a business that is a "Competitor of the Company" if such business does not contribute a material portion of such entity's revenues. It is further expressly agreed that the Company will or would suffer irreparable injury if Executive were to compete with the Company or any subsidiary thereof in violation of this Agreement, and that the Company would by reason of such competition be entitled to injunctive relief in a court of appropriate jurisdictionan injunction restraining them or him, and Executive further consents and stipulates to as the entry of case may be, from such injunctive relief in breach. Nothing herein contained shall be construed as prohibiting the Buyer from pursuing any other remedies available for such a court prohibiting Executive from competing with the Company breach or any subsidiary of the Company in violation of this Agreement. Executive and the Company acknowledge and agree that the business of the Company is national in nature, and that the terms of the non-competition agreement set forth herein shall apply on a nation-wide basisthreatened breach.