CONFIDENTIAL INFORMATION; NONSOLICITATION. 7.1 Executive recognizes that his employment with the Company will involve contact with information of substantial value to the Company, which is not generally known in the trade, and which gives the Company an advantage over its competitors who do not know or use it, including but not limited to, techniques, designs, drawings, processes, inventions, developments, equipment, prototypes, sales and customer information, and business and financial information relating to the business, products, practices and techniques of the Company (hereinafter referred to as "Confidential Information"). Executive will at all times regard and preserve as confidential such Confidential Information obtained by Executive from whatever source and will not, either during his employment with the Company or thereafter, publish or disclose any part of such Confidential Information in any manner at any time, or use the same except on behalf of the Company, without the prior written consent of the Company. As a condition of this Agreement, Executive will sign and return a copy of the Company's "Proprietary Information and Inventions Agreement," attached as Exhibit A.
7.2 While employed by the Company and for one (1) year thereafter, the Executive agrees that in order to protect the Company's confidential and proprietary information from unauthorized use, that Executive will not, either directly or through others, solicit or attempt to solicit any employee, consultant or independent contractor of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or business entity; or the business of any customer, vendor or distributor of the Company which, at the time of termination or one (1) year immediately prior thereto, was listed on Company's customer, vendor or distributor list.
CONFIDENTIAL INFORMATION; NONSOLICITATION. (a) Executive agrees to execute on the date hereof and to be bound as of the date hereof by the terms of the Company's form of confidentiality agreement attached hereto as Exhibit A.
(b) Executive agrees that until the date which is one year after the termination of the Employment Period, he shall not directly, or indirectly through another Person, (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or such Subsidiary, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during the 180-day period immediately prior to the date on which such hiring would take place (it being conclusively presumed by the Company and Executive so as to avoid any disputes under this paragraph 6(b) that any such hiring within such 180-day period is in violation of clause (i) above), or (iii) call on, solicit or service any customer, supplier, licensee, licensor or other business relation of the Company or any of its Subsidiaries in order to induce or attempt to induce such Person to cease doing business, or to reduce the amount of business conducted, with the Company or such Subsidiary. In addition, during the Employment Period and thereafter, Executive shall not in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its Subsidiaries.
CONFIDENTIAL INFORMATION; NONSOLICITATION. You executed an Employment Agreement with ReShape Lifesciences as well as a Nondisclosure and Noncompetition Agreement, copies of which is attached hereto as Exhibit A. All provisions of both agreements, including those, that by their terms, survive the termination of your employment will continue in full force and effect and are not negated or otherwise affected by this Agreement, including but not limited to the Employment Agreement Section 4.1: Company Remedies; Section 4.4: Governing Law/Venue; Section 4.5: Arbitration; and the Confidentiality and Non-Solicitation attached to the Employment Agreement as its Exhibit A and fully incorporated therein.
CONFIDENTIAL INFORMATION; NONSOLICITATION. (a) Executive acknowledges that by reason of Executive's duties to and association with the Company, Executive has had and will have access to and become informed of Confidential Information which is a competitive asset of the Company and/or its Subsidiaries. Executive agrees to keep in strict confidence and not, directly or indirectly, make known, furnish, make available or use any Confidential Information, except for use in Executive's regular authorized duties on behalf of the Company. Executive acknowledges that all documents and other property including or reflecting Confidential Information furnished to Executive by the Company or otherwise acquired or developed by the Company or Executive or known by Executive shall at all times be the property of the Company. Executive shall take all appropriate steps to safeguard Confidential Information and protect it against disclosure, misuse, loss and theft.
(b) Executive agrees that prior to the Termination Date and for two (2) years thereafter he shall not directly, or indirectly through another Person, (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or such Subsidiary, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during the 90-day period immediately prior to the date on which such hiring would take place (it being conclusively presumed by the Company and Executive so as to avoid any disputes under this paragraph 7(b) that any such hiring within such 90-day period is in violation of clause (i) above), or (iii) call on, solicit or service any customer, supplier, licensee, licensor or other business relation of the Company or any of its Subsidiaries in order to induce or attempt to induce such Person to cease doing business with the Company or such Subsidiary. In addition, Executive agrees that prior to the Termination Date and thereafter he shall not in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its Subsidiaries (including making any negative statements or communications about the Company or any of its Subsidiaries).
CONFIDENTIAL INFORMATION; NONSOLICITATION. A. Executive recognizes that his employment with the Company will involve contact with information of substantial value to the Company, which is not old and generally known in the trade, and which gives the Company an advantage over its competitors who do not know or use it, including but not limited to, techniques, designs, drawings, processes, inventions, developments, equipment, prototypes, sales and customer information, and business and financial information relating to the business, products, practices and techniques of the Company, (hereinafter referred to as "Confidential Information"). Executive will at all times regard and preserve as confidential such Confidential Information obtained by Executive from whatever source and will not, either during his employment with the Company or thereafter, publish or disclose any part of such Confidential Information in any manner at any time, or use the same except on behalf of the Company, without the prior written consent of the Company.
CONFIDENTIAL INFORMATION; 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 its subsidiaries, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its subsidiaries 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 the company or as may otherwise be required by law or legal process (provided the company has been given notice of and opportunity to challenge or limit the scope of disclosure purportedly so required), communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it, except as reasonably necessary in connection with enforcement of the Executive's right under this Agreement or his defense of any civil or criminal investigation or proceeding.
(b) While employed by the Company or any of its subsidiaries and for twelve months after the Executive's termination of employment, the Executive will not, directly or indirectly, solicit for employment by other than the Company or its subsidiaries or hire any person employed by the Company or its subsidiaries at any time during the six months prior to the Executive's Date of Termination.
(c) The provisions of this Section 9 shall remain in full force and effect until the expiration of the period specified herein notwithstanding the earlier termination of the Executive's employment hereunder.
CONFIDENTIAL INFORMATION; 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 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 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 the Company 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 and those designated by it. In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.
(b) Until the later of (i) May 8, 2001 or (ii) one year following the termination of the Executive's employment for any reason, the Executive shall not, directly or indirectly, (i) employ or seek to employ any person who is at the Date of Termination, or was at any time within the six-month period preceding the Date of Termination, an employee of the Company or any of its subsidiaries or affiliates or otherwise cause or induce any employee of the Company or any of its subsidiaries or affiliates to terminate such employee's employment with the Company or such subsidiary or affiliate for the employment of another company (included for this purpose the contracting with any person who was an independent contractor of the Company during such period) or (ii) solicit any customers of the Company to purchase products or services then sold by the Company from another person or entity without, in either case, the prior written consent of the Company's Board of Directors.
CONFIDENTIAL INFORMATION; NONSOLICITATION. (a) During the Term of Employment and at all times thereafter, the Executive agrees to hold in confidence and not disclose to any person or entity or use for his own benefit, any and all information regarding the business systems or strategies, advertising or promotions plans or programs, or merchandising methods of the Companies or plans or proposals for development of market areas or other business development or expansion concepts, ideas or strategies of the Companies, or any financial, manufacturing or marketing data, technique, process, formula, developmental or experimental work, work in process, business methods, trade secrets (including, without limitation, any customer list or lists of suppliers), or any other secret or confidential information relating to the business plans, products, services, customers, sales or business affairs of the Companies or its affiliates. Upon termination of employment, the Executive shall deliver to the Companies all documents, records, notebooks, work papers, and all similar repositories containing any of the foregoing information, whether prepared by the Executive, the Companies or anyone else. Without limiting the generality of the foregoing, the Executive shall not disclose the customer list of the Companies or any list of suppliers of the Companies, nor will be advise or aid anyone in doing business with customers of the Companies or suppliers to the Companies or in replicating the business methods or systems of the Companies.
(b) For a period ending 36 months after termination of employment, Executive shall not solicit any employees of the Companies to become employed by Executive or by any subsequent employer of Executive.
CONFIDENTIAL INFORMATION; NONSOLICITATION. 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 Executive during Executive's employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Agreement). After termination of Executive's employment with the Company, 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 such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 13 constitute a basis for deferring or withholding any amounts otherwise payable to Executive under this Agreement. Executive agrees that, for a period of one (1) year after termination, he will not solicit or hire any Company employees for any business that is in direct competition with any Company property.
CONFIDENTIAL INFORMATION; NONSOLICITATION. 7.1. It may be necessary during the performance of this Agreement for the parties to exchange Confidential Information. Each Party agrees to use the same degree of care to protect the confidentiality of the Confidential Information and to prevent its unauthorized use or dissemination as it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care. Each Party agrees to use the Confidential Information only for purposes related to the performance of this
