Confidential Information, Non-Solicitation and Non-Competition. (a) Executive acknowledges and agrees that:
(i) As a result of his employment with the Company, Executive will become knowledgeable of and familiar with the Company's Confidential Information (as defined below), including know-how related to the Company's services, plus the special requirements or preferences of the Company's research, development, marketing, licensing agreements or arrangements and investor relations, so that he would have a competitive advantage against the Company following termination of his employment with the Company absent the protection afforded by the restrictive covenants in this Section 7 (the "Restrictive Covenants");
(ii) The time, territory and scope of the Restrictive Covenants are reasonable and necessary for protection of the Company's legitimate business interests;
(iii) Executive has received sufficient and valuable consideration in exchange for his agreement to the Restrictive Covenants, including but not limited to his salary and benefits under this Agreement, the possibility of salary continuation pursuant to Section 6 hereof and any other consideration provided to him under this Agreement;
(iv) Executive agrees that the non-compete covenant of Section 7(c) will not impose undue hardship on Executive or prevent Executive from being able to earn an adequate living following termination of this Agreement;
(v) While the Company employs Executive, he agrees that he will not, without the Board's prior written consent, directly or indirectly, provide services to any other person or organization (except as provided in Section 2(b) hereof). (This prohibition excludes any work performed at the Company's direction.) Executive represents to the Company that he is not subject to any agreement, commitment, or policy of any third party that would prevent him from entering into or performing his duties under this Agreement, and he agrees that he will not enter into any agreement or commitment that would prevent or hinder his performance of duties and obligations under this Agreement, provided that this Section 7(a)(v) shall not limit Executive's accepting future employment while employed hereunder, provided he promptly notifies the Company of such acceptance;
(vi) The parties agree that the Company may request an arbitrator or court to take into account as part of an equitable or other remedy an extension of the time period of protection provided by the Restrictive Covenants for any period of time during which Executive is in violat...
Confidential Information, Non-Solicitation and Non-Competition. (a) During the Term of Employment and for three (3) years thereafter, Executive shall not, except as may be required to perform his duties hereunder or as required by applicable law, disclose to others or use, whether directly or indirectly, any Confidential Informa- tion regarding the Company. "Confidential Information" shall mean information about the Company, its subsidiaries and affiliates, and their respective clients and customers that is not available to the general public and that was learned by Executive in the course of his em- ployment by the Company, including (without limitation) any proprietary knowledge, trade secrets, data, formulae, information, and client and customer lists and all papers, resumes, records (including computer records) and the documents containing such Confidential Information. Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company, and that such information gives the Company a competitive advantage. Upon the termination of his employment for any reason whatsoever, Executive shall promptly deliver to the Company all documents, computer tapes and disks (and all copies thereof) containing any Confidential Information.
Confidential Information, Non-Solicitation and Non-Competition. The receipt of any severance benefits pursuant to Section 6(i) will be subject to Executive not violating the provisions of Sections 9 and 10. In the event Executive breaches the provisions of Sections 9 and 10, all continuing payments and benefits to which Executive may otherwise be entitled pursuant to Section 6(i) will immediately cease and Executive shall return to the Company any benefits paid by the Company to Executive pursuant to Section 6(i).
Confidential Information, Non-Solicitation and Non-Competition. (a) During the Term of Employment and at all times thereafter, Executive shall not, except as may be required to perform his duties hereunder or as required by applicable law, disclose to others or use, whether directly or indirectly, any Confidential Information regarding the Company. "Confidential Information" shall mean information about the Company, its subsidiaries and affiliates, and their respective clients and customers that is not available to the general public.
Confidential Information, Non-Solicitation and Non-Competition. (a) During the Term of Employment and for a period of one year following the date Executive ceases to be employed by the Company (the “Non-Compete Period”) for any reason, including, but not limited to, termination with or without Cause or Resignation for Good Reason, with the exception of a termination of employment after a Change of Control (as defined above in Section 5(c)(ii)) in the event a successor to the Company and Executive have not reached a mutually acceptable employment agreement prior to termination, Executive shall not, directly or indirectly, engage in, work for, consult or provide advice or assistance to any Named Competitor (as defined below) within the United States and its territories and protectorates. “Named Competitor” shall mean any company that derives more than 50% of its annual revenues from the provision of high mix electronic manufacturing services to original equipment manufacturers in the semiconductor capital equipment, aerospace and defense electronics, computer peripherals, medical equipment, industrial controls, telecommunications equipment and/or electronic instrumentation industries. Executive further agrees that during the Non-Compete Period he will not assist or encourage any other person in carrying out any activity that would be prohibited by the provisions of this Section 6 if such activity were carried out by Executive and, in particular, Executive agrees that he will not induce any employee of the Company to carry out any such activity; 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 Exchange Act, of not more than five percent (5%) of the voting stock of any publicly held corporation shall not be a violation of this Agreement.
Confidential Information, Non-Solicitation and Non-Competition. (a) During the Term of Employment and at all times thereafter, Executive shall not, except as may be required to perform his duties hereunder or as required by applicable law, disclose to others or use, whether directly or indirectly, any Confidential Information regarding the Company. "Confidential Information" shall mean information about the Company, its subsidiaries and affiliates, and their respective clients and customers that is not available to the general public and that was learned by Executive in the course of his employment by the Company, including (without limitation) (i) any proprietary knowledge, trade secrets, ideas, processes, formulas, cell lines, sequences, developments, designs, assays and techniques, data, formulas, and client and customer lists and all papers, resumes, records (including computer records), (ii) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers (iii) information regarding the skills and compensation of other employees of Company and (iv) the documents containing such Confidential Information. Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company, and that such information gives the Company a competitive advantage. Upon the termination of his employment for any reason whatsoever, Executive shall promptly deliver to the Company all documents, slides, computer tapes and disks (and all copies thereof) containing any Confidential Information.
Confidential Information, Non-Solicitation and Non-Competition. The receipt of any severance compensation pursuant to Section 3 will be subject to the Employee not violating the provisions of Sections 5 and 6. In the event the Employee breaches the provisions of Sections 5 and 6, all payments and benefits to which the Employee may otherwise be entitled pursuant to Section 3 will immediately cease, to the extent permissible under law.
Confidential Information, Non-Solicitation and Non-Competition. 11.1 Executive recognizes and acknowledges that during the course of his employment with Metro and/or the Bank Executive has acquired and/or may subsequently acquire privileged and confidential information concerning Metro’s or its affiliates’ current and prospective customers, their methods and ways of doing business, their intellectual property, their plans and goals for future activities, and other confidential or proprietary information belonging to Metro or its affiliates or relating to Metro’s or its affiliates’ affairs (collectively referred to herein as the “Confidential Information”). Executive further acknowledges and agrees that the Confidential Information is the property of Metro and the Bank and that any misappropriation or unauthorized use or disclosure of the Confidential Information would constitute a breach of trust causing irreparable injury to Metro, and it is essential to the protection of Metro and its goodwill and to the maintenance of Metro’s competitive position that the Confidential Information be kept secret and not be disclosed to others or used to Executive’s own advantage or the advantage of others. Accordingly Executive covenants and agrees that:
(i) Executive will not, during the Term of Executive’s employment or at any subsequent time, except with the express prior written consent of the Board, directly or indirectly disclose, communicate or divulge to any Person, or use for the benefit of any Person, any Confidential Information.
(ii) Executive will not, during the Term of Executive’s employment, except with the express prior written consent of the Board, directly or indirectly, whether as employee, owner, partner, consultant, agent, director, officer, shareholder or in any other capacity, engage in or assist any Person to engage in any act or action which Executive, acting reasonably, believes or should believe would be harmful or inimical to the interests of Metro. Nor will Executive directly or indirectly, acting alone or in conjunction with others, disparage or criticize Metro or Bank or any future Metro banking subsidiary, or any of their respective present or future directors, officers, employees, agents or attorneys.
11.2 Executive agrees that following termination of Executive’s employment:
(i) Executive will not, except with the express prior written consent of the Board, solicit any Metro employees or officers to leave Metro to accept employment by Executive or Executives’ new employer; and
(ii) Executive will no...
Confidential Information, Non-Solicitation and Non-Competition. The Chairman hereby acknowledges that the Chairman has previously entered into an agreement containing confidentiality and other protective covenants consistent with the form agreement to be signed by all employees of the Company (the “Company Confidentiality Agreement”). While the Chairman is providing the services contemplated by this Agreement to the Company, Chairman shall not consult with or advise any other company providing domain name related services, including, but not limited to, registrar, registry, web-hosting, search monetization or after-market domain services.
Confidential Information, Non-Solicitation and Non-Competition. (a) During the Term of Employment and thereafter, Executive shall not, except as may be required to perform her duties hereunder or as required by applicable law, disclose to others or use, whether directly or indirectly, any Confidential Information regarding the Company. "CONFIDENTIAL INFORMATION" shall mean information about the Company, its subsidiaries and affiliates, and their respective clients and customers that is not available to the general public and that was learned by Executive in the course of her employment by the Company, including, but not limited to, any proprietary knowledge, trade secrets, data, formulae, information, and client and customer lists and all papers, resumes, records (including computer records) and the documents containing such Confidential Information. Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company, and that such information gives the Company a competitive advantage. Upon the termination of her employment for any reason whatsoever, Executive shall promptly deliver to the Company all documents, computer tapes and disks (and all copies thereof) containing any Confidential Information.
