Confidential Information; Noncompetition; Nonsolicitation. Nothing in this Agreement limits the Company’s or its Affiliates’ rights with respect to the protection of trade secrets, confidential information, or customer or employee relationships as may be provided under law or under any other policy, code of ethics, employee handbook, or agreement between the Company or its Affiliates and the Employee. Instead, the covenants below shall supplement and be independent of any such rights. Each of the covenants below protects separate interests and is to be interpreted and applied independently of each other as well as any other covenant contained in this Agreement.
Confidential Information; Noncompetition; Nonsolicitation. (a) Employee 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 Affiliates and their respective businesses that Employee obtains during Employee's employment by the Company or any of its Affiliates and that is not public knowledge (other than as a result of the Employee's violation of this Paragraph 11(a)) ("Confidential Information"). Employee shall not communicate, divulge or disseminate Confidential Information at any time during or after Employee's employment with the Company, except with the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company are acknowledged to be the property of the Company and shall not be duplicated, removed from the Company's possession or premises or made use of other than in pursuit of the Company's business or as may otherwise be required by law or any legal process, and, upon Termination of Employment for any reason, Employee shall deliver to the Company, without further demands, all such items and any copies thereof which are then in his or her possession or under his or her control.
(b) For a two year period beginning on the Termination of Employment date, Employee will not, except upon prior written permission signed by the President or an Executive Vice President of the Company, consult with or advise or, directly or indirectly, as owner, partner, officer or employee, engage in business with any of the companies set forth on Exhibit 1 or with any corporation or entity controlled by, controlling or under common control with any such company. Exhibit 1 is attached to and forms a part of this Agreement. Notwithstanding the foregoing, Employee may make and retain investments in not more than three percent of the equity of any such company if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.
(c) For a two year period beginning on the Termination of Employment date, Employee will not, directly or indirectly, solicit for employment or employ on behalf of any organization other than the Company or one of its Affiliates or employ any person (other than any personal assistant hired to work directly for the Employee) employed by the Company or any of its A...
Confidential Information; Noncompetition; Nonsolicitation. Nothing in this Agreement or that follows limits the Company’s or Affiliates’ rights with respect to Trade Secrets which are defined by and protected by Wis. Stat. § 134.90. Each of the following provisions impose covenants on the Employee that are to be interpreted and applied independent of the other covenants contained in this Agreement.
(i) The Employee acknowledges he or she will 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 Affiliates and their respective businesses that the Employee obtains during the Employee’s employment by the Company or any of its Affiliates and that (x) is not public knowledge or (y) became public knowledge as a result of the Employee’s violation of this Paragraph 11(a) (“Confidential Information”). The Employee acknowledges that the Confidential Information is highly sensitive and proprietary and includes, without limitation: product design information, product specifications and tolerances, manufacturing processes and methods, information regarding new product or new feature development, information regarding how to satisfy particular customer needs, expectations and applications, information regarding strategic or tactical planning, information regarding pending or planned competitive bids, information regarding costs, margins, and methods of estimating, and information regarding personnel matters of key employees. The Employee shall not use, communicate, divulge or disseminate Confidential Information to any person, firm, corporation, partnership or entity of any kind whatsoever under any circumstances reasonably likely to result in the use of such Confidential Information to the competitive disadvantage of the Company or any of its Affiliates. This Paragraph 11(a)(i) shall apply only in geographic areas in which such use or disclosure of Confidential Information as defined above would competitively harm the Company or its Affiliates and only for a period of two (2) years following the Termination of Employment, except with the prior written consent of the Company or as otherwise required by law or legal process.
(ii) All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company or any of its Affiliates are acknowledged to be the property of the Company or the applicable Affiliate(s) and shall not b...
Confidential Information; Noncompetition; Nonsolicitation. (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company and Parent all secret or confidential information, knowledge or data relating to the Company, Parent or any of their affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company, Parent or any of their affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, Parent or any of their affiliated companies, the Executive shall not, without the prior written consent of Parent or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company, Parent or any of their affiliated companies and those designated by them.
(b) The Executive agrees that until the earlier of (i) the fourth anniversary of the Effective Date and (ii) the first anniversary of the Executive's termination of employment for any reason (the "Restricted Period"), the Executive will not, without the written consent of Parent, engage in any business of, or enter the employ of, or have any interest in, directly or indirectly, any other person, firm, corporation or other entity engaged in a business that competes with, or provides services and/or products of a nature substantially similar to those provided by, the Company, Parent or their affiliates, with an office or facility in any geographic area in which the Company, Parent or their affiliates do business. Nothing herein shall restrict the Executive from owning 1% or less of the outstanding securities of any corporation or other entity whose securities are listed on any national securities exchange or traded over-the-counter, if the Executive has no other connection or relationship with the issuer of such securities.
(c) During the Restricted Period, the Executive will not, directly or indirectly, on behalf of the Executive or any other person, solicit for employment or employ by other than the Company or Parent any person who, at any time during the six-month period immediately preceding the date of such solicitation, was an employee of the Company, Parent or any of their affiliates.
(d) The Executive acknowledges and agrees that due to the nature of the business in which the Company, Parent and their affil...
Confidential Information; Noncompetition; Nonsolicitation. (a) Executive acknowledges that Executive has and will have knowledge of certain trade secrets of the D&P Entities, including information concerning the D&P Entities’ businesses, operations, future plans, methodologies, and customers. Executive shall hold in a fiduciary capacity for the benefit of the D&P Entities all secret or confidential information, knowledge or data relating to the D&P Entities and their respective businesses, which shall have been obtained by Executive during Executive’s employment and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Employment Agreement). After termination of Executive’s employment, Executive shall not, without prior written consent or as may otherwise be required by law or legal process (provided adequate notice of and opportunity to challenge or limit the scope of disclosure purportedly so required has been provided by Executive), allow others to use to their personal advantage, communicate or divulge any such information, knowledge or data to anyone other than the D&P Entities and those designated by it or to an attorney retained by Executive to provide legal advice with respect to this Section 10 and who has agreed to keep such information confidential.
(b) While employed under this Employment Agreement, Executive shall comply with the rules and policies of the D&P Entities, including without limitation the D&P Entities’ code of conduct and conditions of employment and compliance policies.
(c) Executive agrees promptly to disclose, in writing, all Innovations (as defined below) to the D&P Entities, to provide all assistance requested by the D&P Entities, at the D&P Entities’ expense, in the preservation of the D&P Entities’ interests in any Innovations, and hereby assigns and agrees to assign to the D&P Entities all rights, title and interest in and to all worldwide patents, patent applications, copyrights, trade secrets and other intellectual property or “Moral Rights” in any Innovation. Furthermore, during the Term, the D&P Entities may use Executive’s name and image as appropriate in the conduct of its business. “Innovations” means all developments, improvements, designs, original works, formulas, processes, software programs, databases, and trade secrets, whether or not patentable, copyrightable or otherwise protectable, that Executive, whether by himself or jointly with others, creates, modifies, develops, derives or implemen...
Confidential Information; Noncompetition; Nonsolicitation. Nothing in this Agreement or that follows limits the Company’s or Affiliates’ rights with respect to Trade Secrets which are defined by and protected by Wis. Stat. § 134.90.
(a) The Participant 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 Affiliates and their respective businesses that the Participant obtains during the Participant’s employment by the Company or any of its Affiliates and that (i) is not public knowledge or (ii) became public knowledge as a result of the Participant’s violation of this Paragraph 11.(a) (“Confidential Information”). The Participant acknowledges that the Confidential Information is highly sensitive and proprietary and includes, without limitation: product design information, product specifications and tolerances, manufacturing processes and methods, information regarding new product or new feature development, information regarding how to satisfy particular customer needs, expectations and applications, information regarding strategic or tactical planning, information regarding pending or planned competitive bids, information regarding costs, margins, and methods of estimating, and information regarding key employees. The Participant shall not communicate, divulge or disseminate Confidential Information to any person, firm, corporation, partnership or entity of any kind whatsoever under any circumstances reasonably likely to result in the use of such Confidential Information to the Company or any of its Affiliates’ competitive disadvantage at any time during or after the Employee’s employment by the Company or any of its Affiliates, for a period of two (2) years following the Termination of Employment, except with the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company or any of its Affiliates are acknowledged to be the property of the Company or the applicable Affiliate(s) and shall not be duplicated, removed from the possession or premises of the Company or such Affiliate(s) or made use of other than in pursuit of the business of the Company and its Affiliates or as may otherwise be required by law or any legal process, and, upon Termination of Employment for any reason, Participant shall deliver ...
Confidential Information; Noncompetition; Nonsolicitation. (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 KeyCorp's 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 KeyCorp's affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of KeyCorp or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than KeyCorp and those designated by it or to an attorney retained by the Executive.
(b) While employed by the Company or any of KeyCorp's affiliates and during the Post-Employment Non-Competition Period (as defined below), the Executive shall not, without the written consent of KeyCorp, directly or indirectly, be connected as an officer, employee, partner, director or otherwise with any business which engages within a 50-mile radius of any area in which the Company or KeyCorp's Capital Partners Group conducted business during the 12-month period immediately preceding the Executive's Date of Termination, in any business that competes, at the time such engagement is commenced, with any business actively conducted by the Company or KeyCorp's Capital Partners Group. Ownership, for personal investment purposes only, of less than 5% of the voting stock of any publicly held corporation shall not constitute a violation hereof.
(i) For purposes of Section 7(b), the Post-Employment Non-Competition Period shall mean a period commencing on the termination of the Executive's employment hereunder and ending on the earliest to occur of the following: (A) January 19, 2005; (B) two years after the Date of Termination; or (C) if a Change of Control has occurred, that date which is six months after the later to occur of the Change of Control or the Date of Termination.
(ii) If the Executive requests KeyCorp to waive the noncompetition obligations of the Executive under Section 7(b) with respect to a specific activity or event, KeyCorp agrees not to withhold its consent to the Executive's engaging in such activity or event if the activity or event were not likely to be adverse to the...
Confidential Information; Noncompetition; Nonsolicitation. (a) The Employee 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 Affiliates and their respective businesses that the Employee obtains during the Employee’s employment by the Company or any of its Affiliates and that (i) is not public knowledge or (ii) became public knowledge as a result of the Employee’s violation of this Paragraph 10(a) (“Confidential Information”). The Employee acknowledges that the Confidential Information is highly sensitive and proprietary and includes, without limitation: product design information, product specifications and tolerances, manufacturing processes and methods, information regarding new product or new feature development, information regarding how to satisfy particular customer needs, expectations and applications, information regarding strategic or tactical planning, information regarding pending or planned competitive bids, information regarding costs, margins, and methods of estimating, and information regarding key employees. The Employee shall not communicate, divulge or disseminate Confidential Information at any time during or after the Employee’s employment by the Company or any of its Affiliates, except with the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company or any of its Affiliates are acknowledged to be the property of the Company or the applicable Affiliate(s) and shall not be duplicated, removed from the possession or premises of the Company or such Affiliate(s) or made use of other than in pursuit of the business of the Company and its Affiliates or as may otherwise be required by law or any legal process, and, upon Termination of Employment for any reason, Employee shall deliver to the Company (or the applicable Affiliate, if the Employee is employed outside the United States), without further demand, all such items and any copies thereof which are then in his or her possession or under his or her control. Nothing in this Agreement is intended to limit the Company’s or its Affiliates’ rights with respect to trade secrets.
(b) The Employee acknowledges that his or her employment may place him or her in a position of contact and trust with customers of the Company or its Affiliat...
Confidential Information; Noncompetition; Nonsolicitation. (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 and its respective businesses that the Executive obtains during the Executive's employment by the Company (before and after the Effective Date) and that is not public knowledge (other than as a result of the Executive's violation of this Section 7(a)) ("Confidential Information"). The Executive shall not communicate, divulge or disseminate Confidential Information at any time during or after the Executive's employment with the Company, except with the prior written consent of the Company or as otherwise required by law or legal process.
Confidential Information; Noncompetition; Nonsolicitation. (a) The Executive shall hold in a fiduciary capacity for the benefit of LMC and the Company all secret or confidential information, knowledge or data relating to LMC, the Company, and their respective affiliates (the "Employing Entities") and the businesses of each of the Employing Entities that the Executive obtains during the Executive's employment by the Company (before and after the Effective Date) and that is not public knowledge (other than as a result of the Executive's violation of this Section 7(a)) ("Confidential Information"). The Executive shall not communicate, divulge or disseminate Confidential Information at any time during or after the Executive's employment with the Company, except with the prior written consent of LMC or the Company or as otherwise required by law or legal process.
