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 violation of such covenants and any period of time required for litigation to enforce such covenants and Executive may oppose any such request; and
Appears in 3 contracts
Samples: Executive Employment Agreement (Trimeris Inc), Executive Employment Agreement (Trimeris Inc), Executive Employment Agreement (Trimeris Inc)
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 ’s Confidential Information (as defined below), including know-how related to the Company's ’s services, plus the special requirements or preferences of the Company's ’s research, development, marketing, licensing agreements or arrangements and investor relations, so that he would have a competitive advantage against the Company for at least two (2) years following termination of his employment with the Company absent the protection afforded by the restrictive covenants in this Section 7 6 of the Executive Employment Agreement (the "“Restrictive Covenants"”);
(ii) The time, territory and scope of the Restrictive Covenants are reasonable and necessary for protection of the Company's ’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 the Executive Employment Agreement, the possibility of his salary continuation pursuant to Section 6 hereof under the Separation and Severance Agreement and any other consideration provided to him under this Agreement;
(iv) Executive agrees that the The non-compete covenant of Section 7(c6(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 shall not be reduced by any period of time during which Executive is in violation of such covenants and or any period of time required for litigation to enforce such covenants and Executive may oppose any such requestcovenants; and
(vi) Executive has read and reviewed the Restrictive Covenants before agreeing to the terms of this Agreement.
(b) 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, formulae, 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) any documents or other records 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 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.
Appears in 2 contracts
Samples: Executive Employment Agreement, Executive Employment Agreement (Trimeris Inc)
Confidential Information, Non-Solicitation and Non-Competition. (a) Executive 9.1 The Consultant agrees that, so long as this Agreement is in force, it shall not engage in any business that competes with the Business of the Corporation without informing the Board of Directors of the Corporation. Notwithstanding the foregoing, the Dedicated Personnel shall remain at liberty to carry out his duties with Aingeal Therapeutics and AJK Biopharmaceutical.
9.2 The Consultant further acknowledges and agrees that in performing the duties and responsibilities pursuant to this Agreement, he will become knowledgeable with respect to a wide variety of Confidential Information which is the exclusive property of the Corporation, the disclosure of which would cause irreparable harm to the Corporation. The Consultant therefore agrees that during the Term and following the termination of this Agreement for any reason, he shall treat confidentially all Confidential Information belonging to the Corporation and shall not disclose the Confidential Information to any unauthorized persons, except with the express consent of the Board of Directors, or otherwise as required by law.
9.3 The Consultant further agrees that:
(ia) As the Consultant will not, for a result period of his employment with two (2) years from the Company, Executive will become knowledgeable date 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 through any other person party or organization entity, approach, solicit, entice or attempt to approach, solicit or entice any of the other shareholders, employees or consultants of the Corporation, or anyone who was a shareholder, employee or consultant of the Corporation during the one (except as provided 1) year prior to termination of this Agreement, to leave the Corporation;
(b) the Consultant acknowledges and agrees that the foregoing time limits are reasonable and properly required for the adequate protection of the business of the Corporation, and in Section 2(b) hereof). (This prohibition excludes the event that any work performed at time limitation is deemed to be unreasonable or unenforceable by a Court of competent jurisdiction, the Company's direction.) Executive represents Consultant agrees and submits to the Company reduction of the time limitation to such period as the Court shall deem to be reasonable and enforceable;
(c) the Consultant agrees that he is not subject to any agreement, commitment, or policy the restrictions and covenants contained in this Section 9.3 shall be construed independent of any third party that would prevent him from entering into or performing his duties under other provision of this Agreement, and he the existence of any claim or cause of action by the Consultant against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defence to the enforcement by the Corporation of the covenants or restrictions contained herein, provided however that if any provision hereof shall be held to be illegal, invalid or unenforceable in any jurisdiction by a Court of competent jurisdiction, such decision shall not effect any other covenants or provisions of this Agreement or the application of any other covenant or provision;
(d) the Consultant agrees that he will all restrictions contained in this Section 9.3 are reasonable and valid in the circumstances and all defences to the strict enforcement thereof by the Corporation are hereby waived by the Consultant.
9.4 In the event that this Agreement is terminated in accordance with Sections 5.1 or 6.2, the Consultant acknowledges and agrees that for a further period equal to three (3) months, it shall not enter into for any agreement reason, either directly or commitment indirectly through any Person, agent, employee, Affiliate or representative:
(a) purchase, offer or agree to purchase, directly or indirectly, more than 5% of the outstanding securities of the Corporation or a Related Corporation (other than through the exercise of currently outstanding options);
(b) make, or in any way participate in, either directly or indirectly, any non-management solicitation of any proxy to vote or any consent with respect to any Shares;
(c) form, join or in any way participate in a group in connection with any of the foregoing; or
(d) otherwise act, alone or in concert with others, to seek to control or influence the management or the Board of Directors or policies of the Corporation.
9.5 The Consultant further acknowledges and agrees that would prevent or hinder his performance pursuant to the terms 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 to the extent 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 acquires Corporate Property of the time period Corporation, it shall remain the exclusive property of protection provided by the Restrictive Covenants Corporation. Upon termination of this Consultant Consulting Agreement for any period reason, the Consultant shall return to the Corporation all Corporate Property, together with any copies or reproductions thereof; which may have come into the Consultant’s possession during the course of time during or pursuant to this Agreement, and shall delete or destroy all computer files on his personal computer which Executive is in violation of such covenants and may contain any period of time required for litigation Confidential Information belonging to enforce such covenants and Executive may oppose any such request; andthe Corporation.
Appears in 2 contracts
Samples: Executive Consulting Agreement (Lucy Scientific Discovery, Inc.), Executive Consulting Agreement (Lucy Scientific Discovery, Inc.)
Confidential Information, Non-Solicitation and Non-Competition. (a) H&H and Executive acknowledges acknowledge and agrees agree that:
(i) As a result of his employment the engagement with the Company, H&H and Executive have been and will continue to become knowledgeable of and familiar with the Company's ’s Confidential Information (as defined below), including know-how related to the Company's ’s services, plus the special requirements or preferences of the Company's ’s research, development, marketing, licensing agreements or arrangements and investor relations, so that he H&H and Executive would have a competitive advantage against the Company following termination of his employment the engagement with the Company absent the protection afforded by the restrictive covenants in this Section 7 of the Executive Engagement Agreement (the "“Restrictive Covenants"”);
(ii) The time, territory and scope of the Restrictive Covenants are reasonable and necessary for protection of the Company's ’s legitimate business interests;
(iii) H&H and Executive has have received sufficient and valuable consideration in exchange for his their agreement to the Restrictive Covenants, including but not limited to his salary and benefits the Base Hourly Fee under this Agreement, the possibility of salary continuation pursuant to Section 6 hereof Executive Engagement Agreement and any other consideration provided to him them under this Agreement;
(iv) H&H and Executive agrees agree that the non-compete covenant of Section 7(c) will not impose undue hardship on H&H or Executive or prevent H&H or 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 H&H or Executive, as applicable, is in violation of such covenants and any period of time required for litigation to enforce such covenants and H&H and Executive may oppose any such request; , and
(vi) H&H and Executive have read and reviewed the Restrictive Covenants before agreeing to the terms of this Agreement
(b) During the Term of Engagement and at all times thereafter, H&H and Executive shall not, except as they deem necessary or desirable in good faith discretion to perform their 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 or generally known in the industry and that was learned by H&H or Executive in the course of the engagement by the Company, including (without limitation) (i) any proprietary knowledge, trade secrets, ideas, processes, formulas, cell lines, sequences, developments, designs, assays and techniques, data, formulae, 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 employees of Company and (iv) the documents containing such Confidential Information. Executive’s rolodex and similar address books shall not be deemed Confidential Information if and to the extent they contain only the names and contact information he has personally used while engaged (or acquired prior to engagement hereunder) and no other information that would otherwise be Confidential Information. H&H and Executive acknowledge 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 engagement for any reason whatsoever, H&H and Executive shall promptly deliver to the Company all documents, slides, computer tapes and disks (and all copies thereof) containing any Confidential Information.
Appears in 2 contracts
Samples: Executive Engagement Agreement, Executive Engagement Agreement (Trimeris Inc)
Confidential Information, Non-Solicitation and Non-Competition. (a) Executive 9.1 The Consultant acknowledges and agrees that:
(i) As that in performing the duties and responsibilities pursuant to this Agreement, he will occupy a result position of his employment high fiduciary trust and confidence with the CompanyCorporation, Executive pursuant to which he will develop and acquire wide experience and knowledge with respect to all aspects of the Business carried on by the Corporation and its Related Corporations, and the manner in which such Business is conducted. It is the express intent and agreement of the Consultant and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Consultant therefore agrees that, so long as this Agreement is in force, he shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations without informing the Board of Directors of the Corporation.
9.2 The Consultant further acknowledges and agrees that in performing the duties and responsibilities pursuant to this Agreement, he will become knowledgeable with respect to a wide variety of Confidential Information which is the exclusive property of the Corporation, the disclosure of which would cause irreparable harm to the Corporation. The Consultant therefore agrees that during the Term and familiar following the termination of this Agreement for any reason, he shall treat confidentially all Confidential Information belonging to the Corporation, and shall not disclose the Confidential Information to any unauthorized persons, except with the Company's Confidential Information (express consent of the Board of Directors, or otherwise as defined below), including know-how related required by law.
9.3 The Consultant further acknowledges and agrees that pursuant to the Company's services, plus the special requirements or preferences terms 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, that to the possibility extent he acquires Corporate Property 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 Corporation, it shall remain the exclusive property of Section 7(c) will not impose undue hardship on Executive or prevent Executive from being able to earn an adequate living following the Corporation. Upon termination of this Agreement;
(v) While Consultant Consulting Agreement for any reason, 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 Consultant shall return to the Company that he is not subject Corporation all Corporate Property, together with any copies or reproductions thereof; which may have come into the Consultant’s possession during the course of or pursuant 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 shall delete or destroy all computer files on his personal computer which may contain 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 Confidential Information belonging to 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 violation of such covenants and any period of time required for litigation to enforce such covenants and Executive may oppose any such request; andCorporation.
Appears in 2 contracts
Samples: Executive Consulting Agreement (Edge Resources Inc.), Executive Consulting Agreement (Edge Resources Inc.)
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 ’s Confidential Information (as defined below), including know-how related to the Company's ’s services, plus the special requirements or preferences of the Company's ’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 ’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 severance benefits 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 ’s prior written consent, directly or indirectly, provide services to any other person or organization (except as provided in Section 2(b) hereof)organization. (This prohibition excludes any work performed at the Company's ’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 ’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 violation of such covenants and any period of time required for litigation to enforce such covenants and Executive may oppose any such request; and
(vii) Executive has read and reviewed the Restrictive Covenants before agreeing to the terms of this Agreement.
(b) During the Term of Employment and at all times thereafter, Executive shall not, except as he deems necessary or desirable in good faith discretion 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 or generally known in the industry 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, formulae, 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’s rolodex and similar address books shall not be deemed Confidential Information if and to the extent they contain only the names and contact information he has personally used while employed (or acquired prior to employment hereunder) and no other information that would otherwise be 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 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.
Appears in 2 contracts
Samples: Executive Employment Agreement (Trimeris Inc), Executive Employment Agreement (Trimeris Inc)
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 for at least two (2) years following termination of his employment with the Company absent the protection afforded by the restrictive covenants in this Section 7 6 of the Executive Employment Agreement (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 the Executive Employment Agreement, the possibility of his salary continuation pursuant to Section 6 hereof under the Separation and Severance Agreement and any other consideration provided to him under this Agreement;
(iv) Executive agrees that the The non-compete covenant of Section 7(c6(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 shall not be reduced by any period of time during which Executive is in violation of such covenants and or any period of time required for litigation to enforce such covenants and Executive may oppose any such requestcovenants; and
(vi) Executive has read and reviewed the Restrictive Covenants before agreeing to the terms of this Agreement.
(b) 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, formulae, 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 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.
Appears in 1 contract
Confidential Information, Non-Solicitation and Non-Competition. (a) 13.1 The Executive acknowledges and agrees that:
(i) As a result that in performing the duties and responsibilities of his employment pursuant to this Agreement, he will occupy a position of high fiduciary trust and confidence with the CompanyCorporation, pursuant to which he will develop and acquire wide experience and knowledge with respect to all aspects of the Business carried on by the Corporation and its Related Corporations, and the manner in which such Business is conducted. It is the express intent and agreement of the Executive will become knowledgeable and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and familiar its Related Corporations, and not in any manner detrimental to them. The Executive therefore agrees that, so long as he is employed by the Corporation pursuant to this Agreement, he shall not engage in any practice or business that competes directly with the Company's Confidential Information (as defined below), including know-how related to the Company's services, plus the special requirements or preferences Business of the Company's research, development, marketing, licensing agreements Corporation or arrangements and investor relations, so its Related Corporations. The Executive further agrees that he would have a competitive advantage against his fiduciary duties shall survive the Company following termination of his employment for any reason.
13.2 The Executive further acknowledges and agrees that in performing the duties and responsibilities of his employment pursuant to this Agreement, he will become knowledgeable with respect to a wide variety of Confidential Information which is 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 exclusive property of the Company's legitimate business interests;, the disclosure of which would cause irreparable harm to the Corporation. The Executive therefore agrees that during the Term and following the termination of the Executive’s employment for any reason, he shall treat confidentially all Confidential Information belonging to the Corporation, and shall not disclose the Confidential Information to any unauthorized persons, except with the express consent of the Board of Directors, or otherwise as required by law.
13.3 In the event that this Agreement is terminated in accordance with Sections 9.1 or 10.2, the Executive acknowledges and agrees that during the Term and for a period following the Term equal to the Severance Period, he shall not for any reason, either directly or indirectly through any Person, agent, employee, Affiliate or representative:
(iiia) Executive has received sufficient and valuable consideration solicit, entice or encourage, or attempt to solicit, entice or encourage, any employee, customer or exclusive supplier of the Corporation as at the Termination Date to become an employee, customer or exclusive supplier of any Person or enterprise that competes with the Business of the Corporation or a Related Corporation in exchange for his agreement to the Restrictive CovenantsWestern Canadian Sedimentary Basin, including but not limited to his salary and benefits under this Agreement, the possibility of salary continuation pursuant to Section 6 hereof and or any other consideration provided to him under this Agreement;exploration area in which the Corporation may conduct business.
(ivb) Executive agrees that the non-compete covenant of Section 7(c) will not impose undue hardship on Executive purchase, offer or prevent Executive from being able agree 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 consentpurchase, directly or indirectly, provide services more than 5% of the outstanding securities of the Corporation or a Related Corporation or any material assets of the Corporation or a Related Corporation;
(c) make, or in any way participate in, either directly or indirectly, any non-management solicitation of any proxy to vote or any consent with respect to any other person Shares;
(d) directly or organization indirectly make any public announcement with respect to any transaction involving the Corporation or any Related Corporation, or any securities or assets thereof;
(except as provided e) form, join or in Section 2(bany way participate in a group in connection with any of the foregoing;
(f) hereof). otherwise act, alone or in concert with others, to seek to control or influence the management or the Board of Directors or policies of the Corporation; or
(This prohibition excludes g) engage in any work performed at business that competes directly with the Company's direction.) Executive represents Business of the Corporation or any Related Corporation during the Term and for a period following the Term equal to the Company that he is not subject Severance Period. As used herein, the phrase “engaged in business” shall mean to any agreementact as an employee, commitmentagent, officer, director or consultant of a business or to be a sole proprietor, partner, joint venturer, unitholder, or policy owner of any third party other form of interest, of or in a business, but shall not include owning less than 1% of a public company which competes with the Corporation’s Business.
13.4 The Executive further acknowledges and agrees that would prevent him from entering pursuant to the terms of this Agreement, that to the extent he acquires Corporate Property of the Corporation, it shall remain the exclusive property of the Corporation. Upon termination of the Executive’s employment and this Agreement for any reason, the Executive shall return to the Corporation all Corporate Property, together with any copies or reproductions thereof; which may have come into the Executive’s possession during the course of or performing his duties under pursuant to this Agreement, and he shall delete or destroy all computer files on his personal computer which may contain any Confidential Information belonging to the Corporation.
13.5 The Executive acknowledges and agrees that he the Corporation will not enter into suffer irreparable harm in the event that the Executive breaches any agreement or commitment that would prevent or hinder his performance of duties and the obligations under this Article XIII, and that monetary damages would be impossible to quantify and inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in the event of a breach, or a threatened breach, by the Executive of any of the provisions of this Article XIII, the Corporation shall be entitled to obtain, in addition to any other rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, without having to prove damages, in order to prevent or restrain any such breach, or threatened breach, by the Executive, or by any or all of the Executive’s partners, employers, employees, servants, agents, representatives and any other Persons directly or indirectly acting for, or on behalf of; or with, the Executive, and that the Corporation shall be entitled to all of its costs and expenses incurred in obtaining such relief including reasonable solicitor and client legal costs and disbursements.
13.6 The Executive hereby agrees that all restrictions contained in this Article XIII are reasonable, valid and necessary protections of the Corporation’s proprietary business interests and hereby waives any and all defences to the strict enforcement thereof by the Corporation. If any covenant or provision of this Article XIII is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, provided that which shall remain in full force and effect. The provisions of this Section 7(a)(v) Article XIII shall not limit Executive's accepting future employment while employed hereunder, provided he promptly notifies remain in full force and effect notwithstanding the Company termination 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 this Agreement for any period of time during which Executive is in violation of such covenants and any period of time required for litigation to enforce such covenants and Executive may oppose any such request; andreason.
Appears in 1 contract
Samples: Executive Employment Agreement (Canada Southern Petroleum LTD)
Confidential Information, Non-Solicitation and Non-Competition. (a) H&H and Executive acknowledges acknowledge and agrees agree that:
(i) As a result of his employment the engagement with the Company, H&H and Executive have been and will continue to become knowledgeable of and familiar with the Company's ’s Confidential Information (as defined below), including know-how related to the Company's ’s services, plus the special requirements or preferences of the Company's ’s research, development, marketing, licensing agreements or arrangements and investor relations, so that he H&H and Executive would have a competitive advantage against the Company following termination of his employment the engagement with the Company absent the protection afforded by the restrictive covenants in this Section 7 of the Executive Engagement Agreement (the "“Restrictive Covenants"”);
(ii) The time, territory and scope of the Restrictive Covenants are reasonable and necessary for protection of the Company's ’s legitimate business interests;
(iii) H&H and Executive has have received sufficient and valuable consideration in exchange for his their agreement to the Restrictive Covenants, including but not limited to his salary and benefits the Base Hourly Fee under this Agreement, the possibility of salary continuation pursuant to Section 6 hereof Executive Engagement Agreement and any other consideration provided to him them under this Agreement;
(iv) H&H and Executive agrees agree that the non-compete covenant of Section 7(c) will not impose undue hardship on H&H or Executive or prevent H&H or 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 H&H or Executive, as applicable, is in violation of such covenants and any period of time required for litigation to enforce such covenants and H&H and Executive may oppose any such request; , and
(vi) H&H and Executive have read and reviewed the Restrictive Covenants before agreeing to the terms of this Agreement
(b) During the Term of Engagement and at all times thereafter, H&H and Executive shall not, except as they deem necessary or desirable in good faith discretion to perform their duties hereunder or as required by applicable law, disclose to others or use, whether directly or indirectly, any Confidential Information regarding the Company.
Appears in 1 contract
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 ’s Confidential Information (as defined below), including know-how related to the Company's ’s services, plus the special requirements or preferences of the Company's ’s research, development, marketing, licensing agreements or arrangements and investor relations, so that he would have a competitive advantage against the Company for at least two (2) years following termination of his employment with the Company absent the protection afforded by the restrictive covenants in this Section 7 6 of the Executive Employment Agreement (the "“Restrictive Covenants"”);
(ii) The time, territory and scope of the Restrictive Covenants are reasonable and necessary for protection of the Company's ’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 the Executive Employment Agreement, the possibility of his salary continuation pursuant to Section 6 hereof under the Separation and Severance Agreement and any other consideration provided to him under this Agreement;
(iv) Executive agrees that the The non-compete covenant of Section 7(c6(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 shall not be reduced by any period of time during which Executive is in violation of such covenants and or any period of time required for litigation to enforce such covenants and Executive may oppose any such requestcovenants; and
(vi) Executive has read and reviewed the Restrictive Covenants before agreeing to the terms of this Agreement.
(b) 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, formulae, 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 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.
Appears in 1 contract
Confidential Information, Non-Solicitation and Non-Competition. 3.1 The Employee acknowledges that he has and will acquire information about certain matters and things which are confidential to API and to KGI and which information is the exclusive property of API and/or KGI, including but not limited to manufacturing equipment, processes, art, techniques of manufacturing, products, software, services, systems, methods, designs, patent applications, engineering data, specifications, formulae, technical knowledge or techniques, including those under development, information concerning API's or KGI's customers or potential customers, prices, strategies, negotiations of contracts, markets, customer lists and price lists and financial and marketing information of API or KGI, and may include information supplied to the Employee in confidence by any third party (athe "Confidential Information"). The Employee acknowledges such information could be used to the detriment of API. Accordingly, the Employee undertakes that during the continuance of this Agreement or at any time after the termination thereof, the Employee shall not (except in the proper course of his duties hereunder) Executive disclose to any other person, firm or corporation without the previous consent in writing of API, any Confidential Information relating to API or KGI of which he shall become possessed while employed by API.
3.2 The Employee agrees that at all times while employed by API and thereafter, he will not disclose to any third party any Confidential Information acquired by him during the course of his employment (irrespective of whether it was acquired prior to or after commencement of this Agreement) except as is authorized or directed by API. The Employee also agrees not to use or to permit others to use any Confidential Information, or to make copies of any documents, records, lists, charts, drawings, sketches or materials, whether in printed or machine-readable form (collectively the "Records") containing any Confidential Information, except as may be authorized by API for purposes relating to the performance by the Employee of his duties.
3.3 The Employee acknowledges that all Records, including all copies, containing any Confidential Information belong exclusively to API. Upon the termination of his employment, or at any time at the request of API, the Employee will deliver all Records to API. The Employee agrees to comply with all security measures and to follow all instructions provided by API in order to safeguard and protect any Confidential Information. The Employee will advise API of any unauthorized disclosure or use of any Confidential Information of which he becomes aware at any time while employed by API.
3.4 These provisions shall also not prevent the Employee from making any disclosure of Confidential Information which he is required to make under any law.
3.5 The Employee shall not, during the term of his employment and for a period of one (1) year from the termination for any reason of his employment with API, solicit or attempt to solicit, either directly or indirectly, or conduct business on behalf of any customers, agents, dealers and suppliers of API on behalf of himself or any third party. Customers are entities with which the Employee has had contact with for the purpose of conducting business with or performing services for or on behalf of API in the 18 month period preceding the termination of his employment for any reason and any customer whom API confirms to the Employee, in writing at the time of the termination of his employment, are "customers" for the purposes of this section.
3.6 The Employee shall not, during the term of his employment and for one (1) year from the termination for any reason of his employment with API, take any steps or make an approach, either directly or indirectly, to any employee of API calculated to cause any employee to leave his or her employment with API.
3.7 The Employee agrees that:that he will not, during the term of his employment and for one (1) year from the termination for any reason of his employment with API, directly or indirectly, be engaged with or render services on behalf of any business which is the same or similar to the business of the manufacturing, marketing, selling and distributing of loudspeakers, personal audio and audio systems (the "Company Business") or competitive with the Company Business anywhere within the primary Canadian and U.S. markets served by KGI at the time of termination: as a principal, partner or employee;
(i) As a result principal, partner or employee;
(ii) as an officer, director or similar official of his employment with any incorporated or unincorporated entity (including, without restricting 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 generality of the Company's researchforegoing, developmentany corporation, marketingpartnership, licensing agreements joint venture, association, syndicate or arrangements and investor relations, so that he would have a competitive advantage against trust) engaged in any of the activities included as part of the Company following termination Business (each of his employment with the Company absent the protection afforded by the restrictive covenants in this Section 7 (which entities is hereinafter referred to as the "Restrictive CovenantsOther Entity");
(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 as a consultant or advisor to the Restrictive Covenants, including but not limited to his salary and benefits under this Agreement, the possibility or agent of salary continuation pursuant to Section 6 hereof and any other consideration provided to him under this AgreementOther Entity;
(iv) Executive agrees that as a holder of shares in any Other Entity in such number which, together with all shares in such Other Entity which are subject to an agreement to, or which in fact, vote (or otherwise act) in concert with the non-compete covenant Employee exercise the effective control 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 Agreementany such Other Entity;
(v) While by canvassing or soliciting on behalf of the Other Entity orders for Company employs Executive, he agrees that he will not, without the Board's prior written consentBusiness; or
(vi) by providing, directly or indirectly, provide services financial or other assistance 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 a business which is substantially similar to the Company Business.
3.8 In the event that he the Employee's employment is not subject to any agreementterminated without just cause, commitmentthe restrictions contained in section 3.5, 3.6 and 3.7 will only apply if API provides notice or policy pay in lieu of any third party that would prevent him from entering into or performing his duties under notice in accordance with section 5.3 of 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 violation of such covenants and any period of time required for litigation to enforce such covenants and Executive may oppose any such request; and.
Appears in 1 contract
Confidential Information, Non-Solicitation and Non-Competition. (a) Executive acknowledges and agrees that:
(i) As a result of his employment with the Company, Executive has been and will continue to 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 6 of the Executive Employment Agreement (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 the Executive Employment Agreement, the possibility of salary continuation pursuant to Section 6 hereof under the Severance Agreement 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 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 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 violation of such covenants and any period of time required for litigation to enforce such covenants and Executive may oppose any such request; , and
Appears in 1 contract
Confidential Information, Non-Solicitation and Non-Competition. (a) Executive acknowledges and agrees that:
(i) As a result of his employment with the Company, Executive has been and will continue to 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 6 of the Executive Employment Agreement (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 the Executive Employment Agreement, the possibility of salary continuation pursuant to Section 6 hereof under the Severance Agreement 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 Executive, or prevent Executive from being able to earn an adequate living or restrict the Executive's right to practice law following termination of this Agreement;
(v) While 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 either (1) Executive's accepting future employment while employed hereunder, provided he promptly notifies the Company of such acceptance;; or (2) Executive's practice of law (including in the role of in-house counsel), if the purpose of the engagement is for Executive to provide legal advice and provided that he complies at all times, with respect to his current or former employment by the Company, with any and all applicable rules of professional conduct to which Executive is then subject,
(vi) The 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 violation of such covenants and any period of time required for litigation to enforce such covenants and Executive may oppose any such request; , and
Appears in 1 contract
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 for at least two (2) years following termination of his employment with the Company absent the protection afforded by the restrictive covenants in this Section 7 6 of the Executive Employment Agreement (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 the Executive Employment Agreement, the possibility of his salary continuation pursuant to Section 6 hereof under the Separation and Severance Agreement and any other consideration provided to him under this Agreement;
(iv) Executive agrees that the ; The non-compete covenant of Section 7(c6(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 shall not be reduced by any period of time during which Executive is in violation of such covenants and or any period of time required for litigation to enforce such covenants covenants; and Executive may oppose any such request; andhas read and reviewed the Restrictive Covenants before agreeing to the terms of this Agreement.
Appears in 1 contract
Confidential Information, Non-Solicitation and Non-Competition. (a) Executive 9.1 The Consultant acknowledges and agrees that in performing the duties and responsibilities pursuant to this Agreement, he will occupy a position of high fiduciary trust and confidence with the Corporation, pursuant to which he will develop and acquire wide experience and knowledge with respect to all aspects of the Business carried on by the Corporation and its Related Corporations, and the manner in which such Business is conducted. It is the express intent and agreement of the Consultant and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Consultant therefore agrees that, so long as this Agreement is in force, he shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations without informing the Board of Directors of the Corporation.
9.2 The Consultant further acknowledges and agrees that in performing the duties and responsibilities pursuant to this Agreement, he will become knowledgeable with respect to a wide variety of Confidential Information which is the exclusive property of the Corporation, the disclosure of which would cause irreparable harm to the Corporation. The Consultant therefore agrees that during the Term and following the termination of this Agreement for any reason, he shall treat confidentially all Confidential Information belonging to the Corporation and shall not disclose the Confidential Information to any unauthorized persons, except with the express consent of the Board of Directors, or otherwise as required by law.
9.3 The Consultant further agrees that:
(ia) As for a result period of his employment with two (2) years from the Company, Executive will become knowledgeable date 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) Consultant will not impose undue hardship on Executive in any way be associated with 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 consentinvolved, directly or indirectly, provide services to with any person, firm, corporation or other entity engaged in the Business carried on by the Corporation within a one section radius of the Corporation’s current land holdings;
(b) the Consultant will not, for a period of two (2) years from the date of termination of this Agreement, directly or indirectly, through any other person party or organization entity, approach, solicit, entice or attempt to approach, solicit or entice any of the other shareholders, employees or consultants of the Corporation, or anyone who was a shareholder, employee or consultant of the Corporation during the one (except as provided 1) year prior to termination of this Agreement, to leave the Corporation;
(c) if the geographic area of restriction set forth above in this Section 2(b) hereof). (This prohibition excludes any work performed at 9.3 shall be deemed or determined to be unreasonable or unenforceable by a Court of competent jurisdiction, the Company's direction.) Executive represents Consultant agrees and submits to the Company reduction of the geographic area of restriction to such geographic area of restriction as the Court shall deem to be reasonable and enforceable;
(d) the Consultant acknowledges and agrees that he the foregoing time limits are reasonable and properly required for the adequate protection of the business of the Corporation, and in the event that any time limitation is not subject deemed to any agreementbe unreasonable or unenforceable by a Court of competent jurisdiction, commitment, or policy the Consultant agrees and submits to the reduction of the time limitation to such period as the Court shall deem to be reasonable and enforceable;
(e) the Consultant agrees that the restrictions and covenants contained in this Section 9.3 shall be construed independent of any third party that would prevent him from entering into or performing his duties under other provision of this Agreement, and he the existence of any claim or cause of action by the Consultant against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defence to the enforcement by the Corporation of the covenants or restrictions contained herein, provided however that if any provision hereof shall be held to be illegal, invalid or unenforceable in any jurisdiction by a Court of competent jurisdiction, such decision shall not effect any other covenants or provisions of this Agreement or the application of any other covenant or provision;
(f) the Consultant agrees that he will all restrictions contained in this Section 9.3 are reasonable and valid in the circumstances and all defences to the strict enforcement thereof by the Corporation are hereby waived by the Consultant.
9.4 In the event that this Agreement is terminated in accordance with Sections 5.1 or 6.2, the Consultant acknowledges and agrees that for a further period equal to three (3) months, it shall not enter into for any agreement reason, either directly or commitment indirectly through any Person, agent, employee, Affiliate or representative:
(a) purchase, offer or agree to purchase, directly or indirectly, more than 5% of the outstanding securities of the Corporation or a Related Corporation (other than through the exercise of currently outstanding options);
(b) make, or in any way participate in, either directly or indirectly, any non-management solicitation of any proxy to vote or any consent with respect to any Shares;
(c) form, join or in any way participate in a group in connection with any of the foregoing; or
(d) otherwise act, alone or in concert with others, to seek to control or influence the management or the Board of Directors or policies of the Corporation.
9.5 The Consultant further acknowledges and agrees that would prevent or hinder his performance pursuant to the terms 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 to the extent 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 acquires Corporate Property of the time period Corporation, it shall remain the exclusive property of protection provided by the Restrictive Covenants Corporation. Upon termination of this Consultant Consulting Agreement for any period reason, the Consultant shall return to the Corporation all Corporate Property, together with any copies or reproductions thereof; which may have come into the Consultant’s possession during the course of time during or pursuant to this Agreement, and shall delete or destroy all computer files on his personal computer which Executive is in violation of such covenants and may contain any period of time required for litigation Confidential Information belonging to enforce such covenants and Executive may oppose any such request; andthe Corporation.
Appears in 1 contract
Samples: Executive Consulting Agreement (Lucy Scientific Discovery, Inc.)
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 ’s Confidential Information (as defined below), including know-how related to the Company's ’s services, plus the special requirements or preferences of the Company's ’s research, development, marketing, licensing agreements or arrangements and investor relations, so that he would have a competitive advantage against the Company for at least one (1) year following termination of his employment with the Company absent the protection afforded by the restrictive covenants in this Section 7 6 of the Executive Employment Agreement (the "“Restrictive Covenants"”);
(ii) The time, territory and scope of the Restrictive Covenants are reasonable and necessary for protection of the Company's ’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 the Executive Employment Agreement, the possibility of salary continuation pursuant to Section 6 hereof under the Separation and Severance Agreement and any other consideration provided to him under this Agreement;
(iv) Executive agrees that the non-compete covenant of Section 7(c6(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 while the Company employs Executive, he agrees that he will not, without the Board's ’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 ’s direction.) The Company acknowledges that Executive is subject to a confidentiality agreement related to his prior service for GlaxoSmithKline. 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)(v6(a)(v) shall not limit either Executive's accepting ’s acceptance of future employment while employed hereunder, provided he promptly notifies the Company thereof or the announcement of such acceptance;future employment by his future employer,
(vi) The 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 violation of such covenants and any period of time required for litigation to enforce such covenants and Executive may oppose any such request; , and
Appears in 1 contract
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 ’s Confidential Information (as defined below), including know-how related to the Company's ’s services, plus the special requirements or preferences of the Company's ’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 6 of the Executive Employment Agreement (the "“Restrictive Covenants"”);
(ii) The time, territory and scope of the Restrictive Covenants are reasonable and necessary for protection of the Company's ’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 the Executive Employment Agreement, the possibility of salary continuation pursuant to Section 6 hereof under the Separation and Severance Agreement and any other consideration provided to him under this Agreement;
(iv) Executive agrees that the non-compete covenant of Section 7(c6(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 while the Company employs Executive, he agrees that he will not, without the Board's ’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 ’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)(v6(a)(v) shall not limit either Executive's accepting ’s acceptance of future employment while employed hereunder, provided he promptly notifies the Company thereof or the announcement of such acceptance;future employment by his future employer,
(vi) The 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 violation of such covenants and any period of time required for litigation to enforce such covenants and Executive may oppose any such request; , and
(vii) Executive has read and reviewed the Restrictive Covenants before agreeing to the terms of this Agreement
(b) During the Term of Employment and at all times thereafter, Executive shall not, except as he deems necessary or desirable in good faith discretion 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 or generally known in the industry 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, formulae, 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’s rolodex and similar address books shall not be deemed Confidential Information if and to the extent they contain only the names and contact information he has personally used while employed (or acquired prior to employment hereunder) and no other information that would otherwise be 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 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.
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