Confidential Information; Non-solicitation; Non-competition. (a) The Executive agrees and acknowledges that by reason of his employment by and service to the Company, he will have access to, become exposed to and/or become knowledgeable about confidential information of the Company (the “Confidential Information”) from time to time during the Employment Period, including, without limitation, proposals, plans, inventions, practices, systems, programs, processes, methods, techniques, research, records, supplier sources, customer lists and other forms of business information that are not known to the Company’s competitors, are not recognized as being encompassed within standard business or management practices and/or are kept secret and confidential by the Company. Executive agrees that at no time during or after the Employment Period will he disclose or use the Confidential Information except as may be required in the prudent course of business for the benefit of the Company. The Executive also agrees to be subject to the Company’s Code of Ethics and Business Conduct as in effect from time to time during the Employment Period.
Confidential Information; Non-solicitation; Non-competition. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret, proprietary, or confidential materials, knowledge, data or any other information relating to the Company or any of its affiliated companies, and their respective businesses (“Confidential Information”), which shall have been obtained by the Executive during the Executive’s employment by the Company or any of its affiliated companies and that shall not have been or now or hereafter have become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). During the term of this Agreement and (a) for a period of three years thereafter with respect to Confidential Information that does not include trade secrets, and (b) any time thereafter with respect to Confidential Information that does include trade secrets, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any Confidential Information to anyone other than the Company and those designated by it. In addition, the Executive shall not, at any time during the term of this Agreement and for a period of two (2) years thereafter, (a) engage or become interested as an owner (other than as an owner of less than five percent (5%) of the stock of a publicly owned company), stockholder, partner, director, officer, employee (in an executive capacity), consultant or otherwise in any business that is competitive with any business conducted by the Company or any of its affiliated companies during the term of this Agreement or as of the Date of Termination, as applicable, or (b) recruit, solicit for employment, hire or engage any employee or consultant of the Company or any person who was an employee or consultant of the Company within two (2) years prior to the Date of Termination. The Executive acknowledges that these provisions are necessary for the Company’s protection and are not unreasonable, since he would be able to obtain employment with companies whose businesses are not competitive with those of the Company and its affiliated companies and would be able to recruit and hire personnel other than employees of the Company. The duration and the scope of these restrictions on the Executive’s activities are divisible, so that if any provision of this paragraph is held or deemed to be invalid, that provision shall be automatically modified to the extent necessary to ...
Confidential Information; Non-solicitation; Non-competition. (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its affiliated companies and that shall not have been or now or hereafter have become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). During the Employment Period and for a period of five years thereafter, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process or as may be reasonably determined by the Executive to the extent necessary to enforce his rights hereunder or otherwise against the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.
Confidential Information; Non-solicitation; Non-competition. In exchange for the Company agreeing to the payment to the Employee provided under subsection (d)(i)(D) of Section 6, the Employee agrees as follows:
Confidential Information; Non-solicitation; Non-competition. (a) The Executive agrees and acknowledges that by reason of his employment by and service to Employer, he will have access to, become exposed to and/or become knowledgeable about confidential information of Employer and its Affiliates (the “Confidential Information”) from time to time during the Employment Period, including, without limitation, proposals, plans, inventions, practices, systems, programs, processes, methods, techniques, research, records, supplier sources, customer lists and other forms of business information that are not known to Employer’s competitors, are not recognized as being encompassed within standard business or management practices and/or are kept secret and confidential by Employer. Executive agrees that at no time during or after the Employment Period will he disclose or use the Confidential Information except as may be required in the prudent course of business for the benefit of Employer, or as may be required by law or in a legal proceeding.
Confidential Information; Non-solicitation; Non-competition. (a) Executive acknowledges that the Company’s Confidential Information (defined below) and relationships with its customers, clients, employees, and other business associates are among the Company’s most important assets. Executive further acknowledges that, in Executive’s employment with the Company, Executive will have access to such Confidential Information and relationships and be responsible for developing and maintaining such Confidential Information and relationships.
Confidential Information; Non-solicitation; Non-competition. 1 Unless otherwise provided in any existing employment agreement between Participant and the Company, Participant shall be subject to the following obligations:
Confidential Information; Non-solicitation; Non-competition. Section 7.1 During the term of employment hereunder and for one year thereafter (the “Non- Compete Period”), employee shall not, directly or indirectly in any manner or capacity (e.g., as an advisor, principal, agent, partner, officer, director, shareholder, employee, member of any association or otherwise) engage in, work for, consult, provide advice or assistance or otherwise participate in any activity which is competitive with the business of employer or Gxxxxxx in any geographic area in which employer is now or shall then be doing business. Employee 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 7 if such activity were carried out by employee and, in particular, employee agrees that he will not induce any employee of employer or Gxxxxxx to carry out any such activity; provided, however, that the “beneficial ownership” by employee, either individually or as a member of a “group,” as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, of not more than two percent (2%) of the voting stock of any publicly held corporation shall not be a violation of this employment agreement. It is further expressly agreed that employer will or would suffer irreparable injury if employee were to compete with employer or any subsidiary or affiliate of employer in violation of this employment agreement and that employer would by reason of such competition be entitled to injunctive relief in a court of appropriate jurisdiction, and employee further consents and stipulates to the entry of such injunctive relief in such a court prohibiting employee from competing with employer or any subsidiary or affiliate of employer in violation of this employment agreement.
Confidential Information; Non-solicitation; Non-competition. LICENSING; NO CONFLICT. In exchange for the Company agreeing to accelerated vesting and exercisability of the Special Option upon any of the Triggering Events and the payment to the Executive of fifty percent of his Base Salary under Section 3(a) hereof for the balance of the Employment Period (the "Section 3 Lump Sum")or fifty percent of the lump sum payment in lieu of Base Salary provided under Section 5 in the event of Executive's termination of employment following a Change of Control (the "Section 5
Confidential Information; Non-solicitation; Non-competition. (a) The Executive agrees and acknowledges that by reason of his employment by and service to the Company, he will have access to, become exposed to and/or become knowledgeable about confidential information of the Company (the “Confidential Information”) from time to time during the Employment Period, including, without limitation, proposals, plans, inventions, practices, systems, programs, processes, methods, techniques, research, records, supplier sources, customer lists and other forms of business information that are not known to the Company’s competitors, are not recognized as being encompassed within standard business or management practices and/or are kept secret and confidential by the Company. Executive agrees that at no time during or after the Employment Period will he disclose or use the Confidential Information except as may be required in the prudent course of business for the benefit of the Company or as may be required by the lawful order of a Court or agency of competent jurisdiction or an investigation demand for a governmental agency. The Executive also agrees to be subject to the Company’s Code of Ethics and Business Conduct as in effect from time to time during the Employment Period.
