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 to the Company (or the applicable Affiliate, if the Participant 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. (b) The Participant 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 Affiliates, and that in the course of employment the Participant may be given access to and asked to maintain and develop relationships with such customers. The Participant acknowledges that such relationships are of substantial value to the Company and its Affiliates and that it is reasonable for the Company to seek to prevent Participant from giving competitors unfair access to such relationships. (c) Prior to and through an eighteen-month period following the Termination of Employment date, the Participant 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 company or entity in competition with the Company or any of its Affiliates in the business of manufacturing, selling, servicing, or repairing equipment or parts for the surface mining industry, including but not limited to, those entities set forth in the attached Exhibit 3 and in a capacity where Confidential Information or Trade Secrets of the Company or any of its Affiliates would reasonably be considered useful. Notwithstanding the foregoing, the Participant 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. (d) Prior to and through a two-year period following the Termination of Employment date, the Participant will not, directly or indirectly solicit or induce for employment on behalf of any company or entity in competition with the Company or any of its Affiliates in the business of manufacturing, selling, servicing or repairing mining equipment or parts, including but not limited to, those entities set forth in the attached Exhibit 3 (other than any personal assistant hired to work directly for the Participant), any individual employed by the Company or any of its Affiliates on the Termination of Employment date or any person who was so employed by the Company or any of its Affiliates at any time during the preceding three months. (e) Prior to and through a one-year period following the Termination of Employment, the Participant will not, directly or indirectly, interfere with, or endeavor to entice away from Company or any of its Affiliates, any person, firm, corporation, partnership or entity of any kind whatsoever which is a customer of Company or any of its Affiliates, or which was a customer of Company or any of its Affiliates, within one year prior to the Termination of Employment date, and, which the Participant regularly performed services for, or regularly dealt with, or regularly had contact with such customer on behalf of the Company or any of its Affiliates, and the Participant obtained knowledge, as a result of his or her position with the Company or any of its Affiliates, which would be beneficial to Participant’s efforts to convince such customer to cease doing business with the Company or any of its Affiliates, in whole or in part. (f) In the event of a breach of the Participant’s covenants under this Paragraph 11, the entire Stock Option shall immediately expire as of the date of such breach. The Participant acknowledges and agrees that such expiration is not expected to adequately compensate the Company and its Affiliates for any such breach and that such expiration shall not substitute for or adversely affect the remedies to which the Company or any of its Affiliates is entitled under Paragraph 11(g) or at law. (g) In the event of a breach of the Participant’s covenants under this Paragraph 11, it is understood and agreed that the Company and any Affiliate(s) that employed the Participant shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Participant acknowledges and agrees that the covenants, obligations and agreements of the Participant in Paragraphs 11(a), (b), (c), (d) and (e) of this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, the Participant agrees that the Company and any Affiliate(s) that employed the Participant shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain the Participant from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company or its Affiliates may have. (h) The Company and the Participant hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the federal courts of the United States of America, located in Milwaukee, Wisconsin, in respect of all disputes involving Confidential Information, trade secrets or the violation of the provisions of this Paragraph 11 and the interpretation and enforcement of this Paragraph 11, and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating to such matters shall be in such a court, (ii) all claims with respect to any such matters shall be heard and determined exclusively in such court, (iii) such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any such dispute, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to any suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11.
Appears in 1 contract
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.(a11(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 at any person, firm, corporation, partnership time during or entity of any kind whatsoever under any circumstances reasonably likely to result in after the use of such Confidential Information to Participant’s employment with 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, the Participant shall deliver to the Company (or the applicable Affiliate, if the Participant 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 Participant 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 Affiliates, and that in the course of employment the Participant may be given access to and asked to maintain and develop relationships with such customers. The Participant acknowledges that such relationships are of substantial value to the Company and its Affiliates and that it is reasonable for the Company to seek to prevent the Participant from giving competitors unfair access to such relationships.
(c) Prior to and through For an eighteen-month period following beginning on the Termination of Employment date, the Participant 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 company of the companies set forth on Exhibit 2 or with any corporation or entity in competition controlled by, controlling or under common control with the Company or any such company. Exhibit 2 is attached to and forms a part of its Affiliates in the business of manufacturing, selling, servicing, or repairing equipment or parts for the surface mining industry, including but not limited to, those entities set forth in the attached Exhibit 3 and in a capacity where Confidential Information or Trade Secrets of the Company or any of its Affiliates would reasonably be considered usefulthis Agreement. Notwithstanding the foregoing, the Participant 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.
(d) Prior to and through For a two-year period following beginning on the Termination of Employment date, the Participant will not, directly or indirectly (i) employ or solicit or induce for employment on behalf of any company or entity in competition with organization other than the Company or any one of its Affiliates in the business of manufacturing, selling, servicing or repairing mining equipment or parts, including but not limited to, those entities set forth in the attached Exhibit 3 any person (other than any personal assistant hired to work directly for the Participant), any individual ) employed by the Company or any of its Affiliates on the Termination of Employment date (or any person who was so employed at any time during the preceding three months) or (ii) be involved in any way, on behalf of any organization other than the Company or one of its Affiliates, in the hiring process of any person (other than any personal assistant hired to work directly for the Participant) known by the Participant (after reasonable inquiry) to be employed by the Company or any of its Affiliates at such time (or any person who was so employed at any time during the preceding three months).
(e) Prior to and through a one-year period following the Termination of Employment, the Participant will not, directly or indirectly, interfere with, or endeavor to entice away from Company or any of its Affiliates, any person, firm, corporation, partnership or entity of any kind whatsoever which is a customer of Company or any of its Affiliates, or which was a customer of Company or any of its Affiliates, within one year prior to the Termination of Employment date, and, which the Participant regularly performed services for, or regularly dealt with, or regularly had contact with such customer on behalf of the Company or any of its Affiliates, and the Participant obtained knowledge, as a result of his or her position with the Company or any of its Affiliates, which would be beneficial to Participant’s efforts to convince such customer to cease doing business with the Company or any of its Affiliates, in whole or in part.
(f) In the event of a breach of the Participant’s covenants under this Paragraph 11, the entire Stock Option award granted under this Agreement shall immediately expire be forfeited as of the date of such breach. The Participant acknowledges and agrees that such expiration forfeiture is not expected to adequately compensate the Company and its Affiliates for any such breach and that such expiration shall not substitute for or adversely affect the remedies to which the Company or any of its Affiliates is entitled under Paragraph 11(g11(f) or at law.
(gf) In the event of a breach of the Participant’s covenants under this Paragraph 11, it is understood and agreed that the Company and any Affiliate(s) that employed the Participant shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Participant acknowledges and agrees that the covenants, obligations and agreements of the Participant in Paragraphs 11(a), (b), (c), (d) and (ed) of this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, the Participant agrees that the Company and any Affiliate(s) that employed the Participant shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain the Participant from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company or its Affiliates may have.
(hg) The Company and the Participant hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the federal Federal courts of the United States of America, located in Milwaukee, Wisconsin, in respect of all disputes involving Confidential Information, trade secrets or the violation of the provisions of this Paragraph 11 and the interpretation and enforcement of this Paragraph 11, and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating to such matters shall be in such a court, (ii) all claims with respect to any such matters shall be heard and determined exclusively in such court, (iii) such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any such dispute, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to any suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11.
Appears in 1 contract
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 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 Participant Employee obtains during the ParticipantEmployee’s employment by the Company or any of its Affiliates and that (i) is not public knowledge or (ii) became public knowledge other than as a result of the ParticipantEmployee’s violation of this Paragraph 11.(a11(a)) (“Confidential Information”). The Participant 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 Participant Employee 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 with the Company or any of its Affiliates, for a period of two (2) years following the Termination of EmploymentCompany, 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 Company’s possession or premises of the Company or such Affiliate(s) or made use of other than in pursuit of the Company’s 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 Employee shall deliver to the Company (or the applicable Affiliate, if the Participant is employed outside the United States)Company, without further demanddemands, 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 Participant 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 Affiliates, and that in the course of employment the Participant Employee may be given access to and asked to maintain and develop relationships with such customers. The Participant Employee acknowledges that such relationships are of substantial value to the Company and its Affiliates and that it is reasonable for the Company to seek to prevent Participant Employee from giving competitors unfair access to such relationships.
(c) Prior to and through an eighteen-month For a two year period following beginning on the Termination of Employment date, the Participant 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 company of the companies set forth on Exhibit 1 or with any corporation or entity in competition controlled by, controlling or under common control with the Company or any such company. Exhibit 1 is attached to and forms a part of its Affiliates in the business of manufacturing, selling, servicing, or repairing equipment or parts for the surface mining industry, including but not limited to, those entities set forth in the attached Exhibit 3 and in a capacity where Confidential Information or Trade Secrets of the Company or any of its Affiliates would reasonably be considered usefulthis Agreement. Notwithstanding the foregoing, the Participant 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.
(d) Prior to and through For a two-two year period following beginning on the Termination of Employment date, the Participant Employee will not, directly or indirectly indirectly, solicit or induce for employment or employ on behalf of any company or entity in competition with organization other than the Company or any one of its Affiliates in the business of manufacturing, selling, servicing or repairing mining equipment or parts, including but not limited to, those entities set forth in the attached Exhibit 3 employ any person (other than any personal assistant hired to work directly for the Participant), any individual Employee) employed by the Company or any of its Affiliates, nor will Employee, directly or indirectly, solicit for employment on behalf of any organization other than the Company or one of its Affiliates on or be involved in any way in the Termination hiring process of Employment date or any person who was so known by Employee (after reasonable inquiry) to be employed at the time by the Company or any of its Affiliates at any time during the preceding three monthsAffiliates.
(e) Prior to and through a one-year period following the Termination of Employment, the Participant will not, directly or indirectly, interfere with, or endeavor to entice away from Company or any of its Affiliates, any person, firm, corporation, partnership or entity of any kind whatsoever which is a customer of Company or any of its Affiliates, or which was a customer of Company or any of its Affiliates, within one year prior to the Termination of Employment date, and, which the Participant regularly performed services for, or regularly dealt with, or regularly had contact with such customer on behalf of the Company or any of its Affiliates, and the Participant obtained knowledge, as a result of his or her position with the Company or any of its Affiliates, which would be beneficial to Participant’s efforts to convince such customer to cease doing business with the Company or any of its Affiliates, in whole or in part.
(f) In the event of a breach of the ParticipantEmployee’s covenants under this Paragraph 11, the entire Stock Option shall immediately expire as of the date of such breach. The Participant acknowledges and agrees that such expiration is not expected to adequately compensate the Company and its Affiliates for any such breach and that such expiration shall not substitute for or adversely affect the remedies to which the Company or any of its Affiliates is entitled under Paragraph 11(g) or at law.
(g) In the event of a breach of the Participant’s covenants under this Paragraph 11, it is understood and agreed that the Company and any Affiliate(s) that employed the Participant shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Participant Employee acknowledges and agrees that the covenants, obligations and agreements of the Participant Employee in Paragraphs Paragraph 11(a), (b), (c), (d) and (ed) of this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, the Participant Employee agrees that the Company and any Affiliate(s) that employed the Participant shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain the Participant Employee from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company or its Affiliates may have.
(h) . The Company and the Participant Employee hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the federal Federal courts of the United States of America, located in Milwaukee, Wisconsin, in respect of all disputes involving Confidential Information, trade secrets or the violation of the provisions of this Paragraph 11 and the interpretation and enforcement of this Paragraph 11Paragraphs 11(a), (b), (c), (d) and (e), and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating to such matters shall be in such a court, (ii) all claims with respect to any such matters shall be heard and determined exclusively in such court, (iii) such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any such dispute, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to any suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 1111(e).
Appears in 1 contract
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.(a11(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 at any person, firm, corporation, partnership time during or entity of any kind whatsoever under any circumstances reasonably likely to result in after the use of such Confidential Information to Participant’s employment with 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, the Participant shall deliver to the Company (or the applicable Affiliate, if the Participant 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 Participant 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 Affiliates, and that in the course of employment the Participant may be given access to and asked to maintain and develop relationships with such customers. The Participant acknowledges that such relationships are of substantial value to the Company and its Affiliates and that it is reasonable for the Company to seek to prevent the Participant from giving competitors unfair access to such relationships.
(c) Prior to and through an eighteena two-month year period following the Termination of Employment date, the Participant 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 (1) any company or entity in competition with of the Company companies set forth on Exhibit 2 or any of its Affiliates in the business of manufacturingtheir successors or assigns or (2) any corporation or entity (A) controlled by, selling, servicing, controlling or repairing equipment or parts for the surface mining industry, including but not limited to, those entities set forth in the attached Exhibit 3 and in a capacity where Confidential Information or Trade Secrets of the Company or any of its Affiliates would reasonably be considered useful. Notwithstanding the foregoing, the Participant may make and retain investments in not more than three percent of the equity of under common control with any such company if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.
and (dB) Prior to and through a two-year period following the Termination of Employment date, the Participant will notengaged, directly or indirectly solicit or induce for employment on behalf of indirectly, in a business that competes with any company or entity in competition with the Company or any of its Affiliates in the business of manufacturing, selling, servicing or repairing mining equipment or parts, including but not limited to, those entities set forth in the attached Exhibit 3 (other than any personal assistant hired to work directly for the Participant), any individual employed conducted by the Company or any of its Affiliates on the Termination of Employment date or any person who was so employed by the Company or any of its Affiliates at any time during the preceding three months.
(e) Prior to and through a one-year period following the Termination of Employment, the Participant will not, directly or indirectly, interfere with, or endeavor to entice away from Company or any of its Affiliates, any person, firm, corporation, partnership or entity of any kind whatsoever which is a customer of Company or any of its Affiliates, or which was a customer of Company or any of its Affiliates, within one year prior to the Termination of Employment date, and, which the Participant regularly performed services for, or regularly dealt with, or regularly had contact with such customer on behalf of the Company or any of its Affiliates, and the Participant obtained knowledge, as a result of his or her position with the Company or any of its Affiliates, which would be beneficial to Participant’s efforts to convince such customer to cease doing business with the Company or any of its Affiliates, in whole or in part.
(f) In the event of a breach of the Participant’s covenants under this Paragraph 11, the entire Stock Option shall immediately expire as of the date of such breach. The Participant acknowledges and agrees that such expiration is not expected to adequately compensate the Company and its Affiliates for any such breach and that such expiration shall not substitute for or adversely affect the remedies to which the Company or any of its Affiliates is entitled under Paragraph 11(g) or at law.
(g) In the event of a breach of the Participant’s covenants under this Paragraph 11, it is understood and agreed that the Company and any Affiliate(s) that employed the Participant shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Participant acknowledges and agrees that the covenants, obligations and agreements of the Participant in Paragraphs 11(a), (b), (c), (d) and (e) of this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, the Participant agrees that the Company and any Affiliate(s) that employed the Participant shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain the Participant from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company or its Affiliates may have.
(h) The Company and the Participant hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the federal courts of the United States of America, located in Milwaukee, Wisconsin, in respect of all disputes involving Confidential Information, trade secrets or the violation of the provisions of this Paragraph 11 and the interpretation and enforcement of this Paragraph 11, and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating to such matters shall be in such a court, (ii) all claims with respect to any such matters shall be heard and determined exclusively in such court, (iii) such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any such dispute, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to any suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11.its
Appears in 1 contract
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 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 Participant Employee obtains during the ParticipantEmployee’s employment by the Company or any of its Affiliates and that (i) is not public knowledge or (ii) became public knowledge other than as a result of the ParticipantEmployee’s violation of this Paragraph 11.(a10(a)) (“Confidential Information”). The Participant 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 Participant Employee 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 with the Company or any of its Affiliates, for a period of two (2) years following the Termination of EmploymentCompany, 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 Company’s possession or premises of the Company or such Affiliate(s) or made use of other than in pursuit of the Company’s 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 Employee shall deliver to the Company (or the applicable Affiliate, if the Participant is employed outside the United States)Company, without further demanddemands, 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 Participant 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 Affiliates, and that in the course of employment the Participant Employee may be given access to and asked to maintain and develop relationships with such customers. The Participant Employee acknowledges that such relationships are of substantial value to the Company and its Affiliates and that it is reasonable for the Company to seek to prevent Participant Employee from giving competitors unfair access to such relationships.
(c) Prior to and through an eighteen-month For a two year period following beginning on the Termination of Employment date, the Participant 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 company of the companies set forth on Exhibit 1 or with any corporation or entity in competition controlled by, controlling or under common control with the Company or any such company. Exhibit 1 is attached to and forms a part of its Affiliates in the business of manufacturing, selling, servicing, or repairing equipment or parts for the surface mining industry, including but not limited to, those entities set forth in the attached Exhibit 3 and in a capacity where Confidential Information or Trade Secrets of the Company or any of its Affiliates would reasonably be considered usefulthis Agreement. Notwithstanding the foregoing, the Participant 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.
(d) Prior to and through For a two-two year period following beginning on the Termination of Employment date, the Participant Employee will not, directly or indirectly indirectly, solicit or induce for employment or employ on behalf of any company or entity in competition with organization other than the Company or any one of its Affiliates in the business of manufacturing, selling, servicing or repairing mining equipment or parts, including but not limited to, those entities set forth in the attached Exhibit 3 employ any person (other than any personal assistant hired to work directly for the Participant), any individual Employee) employed by the Company or any of its Affiliates, nor will Employee, directly or indirectly, solicit for employment on behalf of any organization other than the Company or one of its Affiliates on or be involved in any way in the Termination hiring process of Employment date or any person who was so known by Employee (after reasonable inquiry) to be employed at the time by the Company or any of its Affiliates at any time during the preceding three monthsAffiliates.
(e) Prior to and through a one-year period following the Termination of Employment, the Participant will not, directly or indirectly, interfere with, or endeavor to entice away from Company or any of its Affiliates, any person, firm, corporation, partnership or entity of any kind whatsoever which is a customer of Company or any of its Affiliates, or which was a customer of Company or any of its Affiliates, within one year prior to the Termination of Employment date, and, which the Participant regularly performed services for, or regularly dealt with, or regularly had contact with such customer on behalf of the Company or any of its Affiliates, and the Participant obtained knowledge, as a result of his or her position with the Company or any of its Affiliates, which would be beneficial to Participant’s efforts to convince such customer to cease doing business with the Company or any of its Affiliates, in whole or in part.
(f) In the event of a breach of the ParticipantEmployee’s covenants under this Paragraph 1110, the entire Restricted Stock Option Units shall immediately expire be forfeited as of the date of such breach. The Participant acknowledges and agrees that such expiration is not expected to adequately compensate the Company and its Affiliates for any such breach and that such expiration shall not substitute for or adversely affect the remedies to which the Company or any of its Affiliates is entitled under Paragraph 11(g) or at law.
(g) In the event of a breach of the Participant’s covenants under this Paragraph 11, it is understood and agreed that the Company and any Affiliate(s) that employed the Participant shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Participant Employee acknowledges and agrees that the covenants, obligations and agreements of the Participant Employee in Paragraphs 11(aParagraph 10(a), (b), (c), (d) and (ed) of this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, the Participant Employee agrees that the Company and any Affiliate(s) that employed the Participant shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain the Participant Employee from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company or its Affiliates may have.
(h) . The Company and the Participant Employee hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the federal Federal courts of the United States of America, located in Milwaukee, Wisconsin, in respect of all disputes involving Confidential Information, trade secrets or the violation of the provisions of this Paragraph 11 10 and the interpretation and enforcement of this Paragraph 11Paragraphs 10(a), (b), (c), (d) and (e), and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating to such matters shall be in such a court, (ii) all claims with respect to any such matters shall be heard and determined exclusively in such court, (iii) such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any such dispute, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to any suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 1110(e).
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Joy Global Inc)
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.(a11(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 at any person, firm, corporation, partnership time during or entity of any kind whatsoever under any circumstances reasonably likely to result in after the use of such Confidential Information to Participant’s employment with 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, the Participant shall deliver to the Company (or the applicable Affiliate, if the Participant 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 Participant 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 Affiliates, and that in the course of employment the Participant may be given access to and asked to maintain and develop relationships with such customers. The Participant acknowledges that such relationships are of substantial value to the Company and its Affiliates and that it is reasonable for the Company to seek to prevent the Participant from giving competitors unfair access to such relationships.
(c) Prior to and through an eighteenFor a two-month year period following beginning on the Termination of Employment date, the Participant 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 (1) any company of the companies set forth on Exhibit 2 or any of their successors or assigns or (2) any corporation or entity (A) controlled by, controlling or under common control with any such company and (B) engaged, directly or indirectly, in competition a business that competes with any business conducted by the Company or any of its Affiliates in the business subsidiaries. Exhibit 2 is attached to and forms a part of manufacturing, selling, servicing, or repairing equipment or parts for the surface mining industry, including but not limited to, those entities set forth in the attached Exhibit 3 and in a capacity where Confidential Information or Trade Secrets of the Company or any of its Affiliates would reasonably be considered usefulthis Agreement. Notwithstanding the foregoing, the Participant 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.
(d) Prior to and through For a two-year period following beginning on the Termination of Employment date, the Participant will not, directly or indirectly (i) employ or solicit or induce for employment on behalf of any company or entity in competition with organization other than the Company or any one of its Affiliates in the business of manufacturing, selling, servicing or repairing mining equipment or parts, including but not limited to, those entities set forth in the attached Exhibit 3 any person (other than any personal assistant hired to work directly for the Participant), any individual ) employed by the Company or any of its Affiliates on the Termination of Employment date (or any person who was so employed at any time during the preceding three months) or (ii) be involved in any way, on behalf of any organization other than the Company or one of its Affiliates, in the hiring process of any person (other than any personal assistant hired to work directly for the Participant) known by the Participant (after reasonable inquiry) to be employed by the Company or any of its Affiliates at such time (or any person who was so employed at any time during the preceding three months).
(e) Prior to and through a one-year period following the Termination of Employment, the Participant will not, directly or indirectly, interfere with, or endeavor to entice away from Company or any of its Affiliates, any person, firm, corporation, partnership or entity of any kind whatsoever which is a customer of Company or any of its Affiliates, or which was a customer of Company or any of its Affiliates, within one year prior to the Termination of Employment date, and, which the Participant regularly performed services for, or regularly dealt with, or regularly had contact with such customer on behalf of the Company or any of its Affiliates, and the Participant obtained knowledge, as a result of his or her position with the Company or any of its Affiliates, which would be beneficial to Participant’s efforts to convince such customer to cease doing business with the Company or any of its Affiliates, in whole or in part.
(f) In the event of a breach of the Participant’s covenants under this Paragraph 11, the entire Stock Option award granted under this Agreement shall immediately expire be forfeited as of the date of such breach. The Participant acknowledges and agrees that such expiration forfeiture is not expected to adequately compensate the Company and its Affiliates for any such breach and that such expiration forfeiture shall not substitute for or adversely affect the remedies to which the Company or any of its Affiliates is entitled under Paragraph 11(g11(f) or at law.
(gf) In the event of a breach of the Participant’s covenants under this Paragraph 11, it is understood and agreed that the Company and any Affiliate(s) that employed the Participant shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Participant acknowledges and agrees that the covenants, obligations and agreements of the Participant in Paragraphs 11(a), (b), (c), (d) and (ed) of this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, the Participant agrees that the Company and any Affiliate(s) that employed the Participant shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain the Participant from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company or its Affiliates may have.
(hg) The Company and the Participant hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the federal Federal courts of the United States of America, located in Milwaukee, Wisconsin, in respect of all disputes involving Confidential Information, trade secrets or the violation of the provisions of this Paragraph 11 and the interpretation and enforcement of this Paragraph 11, and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating to such matters shall be in such a court, (ii) all claims with respect to any such matters shall be heard and determined exclusively in such court, (iii) such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any such dispute, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to any suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11.
Appears in 1 contract
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.(a11(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 at any person, firm, corporation, partnership time during or entity of any kind whatsoever under any circumstances reasonably likely to result in after the use of such Confidential Information to Participant’s employment with 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, the Participant shall deliver to the Company (or the applicable Affiliate, if the Participant 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 Participant 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 Affiliates, and that in the course of employment the Participant may be given access to and asked to maintain and develop relationships with such customers. The Participant acknowledges that such relationships are of substantial value to the Company and its Affiliates and that it is reasonable for the Company to seek to prevent the Participant from giving competitors unfair access to such relationships.
(c) Prior to and through an eighteenFor a two-month year period following beginning on the Termination of Employment date, the Participant 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 (1) any company of the companies set forth on Exhibit 2 or any of their successors or assigns or (2) any corporation or entity (A) controlled by, controlling or under common control with any such company and (B) engaged, directly or indirectly, in competition a business that competes with any business conducted by the Company or any of its Affiliates in the business subsidiaries. Exhibit 2 is attached to and forms a part of manufacturing, selling, servicing, or repairing equipment or parts for the surface mining industry, including but not limited to, those entities set forth in the attached Exhibit 3 and in a capacity where Confidential Information or Trade Secrets of the Company or any of its Affiliates would reasonably be considered usefulthis Agreement. Notwithstanding the foregoing, the Participant 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.
(d) Prior to and through For a two-year period following beginning on the Termination of Employment date, the Participant will not, directly or indirectly (i) employ or solicit or induce for employment on behalf of any company or entity in competition with organization other than the Company or any one of its Affiliates in the business of manufacturing, selling, servicing or repairing mining equipment or parts, including but not limited to, those entities set forth in the attached Exhibit 3 any person (other than any personal assistant hired to work directly for the Participant), any individual ) employed by the Company or any of its Affiliates on the Termination of Employment date (or any person who was so employed at any time during the preceding three months) or (ii) be involved in any way, on behalf of any organization other than the Company or one of its Affiliates, in the hiring process of any person (other than any personal assistant hired to work directly for the Participant) known by the Participant (after reasonable inquiry) to be employed by the Company or any of its Affiliates at such time (or any person who was so employed at any time during the preceding three months).
(e) Prior to and through a one-year period following the Termination of Employment, the Participant will not, directly or indirectly, interfere with, or endeavor to entice away from Company or any of its Affiliates, any person, firm, corporation, partnership or entity of any kind whatsoever which is a customer of Company or any of its Affiliates, or which was a customer of Company or any of its Affiliates, within one year prior to the Termination of Employment date, and, which the Participant regularly performed services for, or regularly dealt with, or regularly had contact with such customer on behalf of the Company or any of its Affiliates, and the Participant obtained knowledge, as a result of his or her position with the Company or any of its Affiliates, which would be beneficial to Participant’s efforts to convince such customer to cease doing business with the Company or any of its Affiliates, in whole or in part.
(f) In the event of a breach of the Participant’s covenants under this Paragraph 11, the entire Stock Option award granted under this Agreement shall immediately expire be forfeited as of the date of such breach. The Participant acknowledges and agrees that such expiration forfeiture is not expected to adequately compensate the Company and its Affiliates for any such breach and that such expiration forfeiture shall not substitute for or adversely affect the remedies to which the Company or any of its Affiliates is entitled under Paragraph 11(g11(f) or at law.
(gf) In the event of a breach of the Participant’s covenants under this Paragraph 11, it is understood and agreed that the Company and any Affiliate(s) that employed the Participant shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Participant acknowledges and agrees that the covenants, obligations and agreements of the Participant in Paragraphs 11(a), (b), (c), (d) and (ed) of this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, the Participant agrees that the Company and any Affiliate(s) that employed the Participant shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain the Participant from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company or its Affiliates may have.
(hg) The Company and the Participant hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the federal Federal courts of the United States of America, located in Milwaukee, Wisconsin, in respect of all disputes involving Confidential Information, trade secrets or the violation of the provisions of this Paragraph 11 and the interpretation and enforcement of this Paragraph 11, and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating to such matters shall be in such a court, (ii) all claims with respect to any such matters shall be heard and determined exclusively in such court, (iii) such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any such dispute, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to any suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11.
Appears in 1 contract
