Confidentiality and Competition. Executive agrees to the Confidentiality and Intellectual Property Agreement attached hereto as Exhibit A.
Confidentiality and Competition. The Consultant will not, except as authorized or required by the Consultant’s duties hereunder, reveal or divulge to any person or companies any Confidential Information (as defined below) concerning the Company or its business, or of any of its subsidiaries, which may come to the Consultant’s knowledge during the continuance of this Agreement, and the Consultant will keep in complete secrecy all Confidential Information entrusted to the Consultant and will not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the Company’s business. This restriction will continue to apply after the termination of this Agreement without limit in point of time but will cease to apply to information or knowledge which may come into the public domain through no act or fault of the Consultant. During this Agreement and for a period of two years following the effective date of Termination the Consultant shall not enter into any activity which would cause restriction or competition to the business of the Company and, without restricting the generality, shall not enter into the service of any competitor, shall not accept any position or effect any investment with a party which competes with the Company or which intends to compete with the Company, nor take any steps which would negatively affect the Company including such acts as inducing shareholders, financiers, bankers, brokers, suppliers, customers or members of the Company to leave the Company. The Consultant will also refrain from effecting negative acts in respect to the Company both during this Agreement or thereafter including refraining from such acts as spreading false or malicious rumours, comment, or innuendo, initiating communications which bring the reputation of the Company in disfavour or under suspicion, or otherwise effecting negative acts or campaigns towards the Company.
Confidentiality and Competition. 13.1 From the Effective Date and during this Agreement SMC will not engage in any business which reasonably may detract from, compete with or conflict with the Business, without disclosure to the Management Committee, and will not do so if a Party reasonably objects. However, this shall not prejudice the right or ability of a SMC to pursue existing business (except the business which is being transferred to the Joint Venture) or opportunities which have been disclosed to the Parties or appear on the public record nor prejudice future opportunities which, by standards of the industry, are not directly competitive with the Business.
13.2 A Party hereunder will not, except as authorized or required by the Party's duties hereunder or as flow as a consequence of law or contract of sale (for example consequent upon reporting requirements of a public company or consequent upon a merger or consequent upon a sale of Interests by a Party hereto), reveal or divulge to any person or companies any Confidential Information concerning the Joint Venture or its Business or of any of the Parties or of any Affiliates, which may come to the Party's knowledge during this Agreement, and the Parties will keep in complete secrecy all Confidential Information and will not use or attempt to use any such Confidential Information in any manner which may injure or cause loss either directly or indirectly to the Joint Venture's Business. This restriction will continue to apply after the termination of this Agreement without limit in point of time but will cease to apply to information or knowledge which may come into the public domain through no act or fault of the alleged offending Party. During this Agreement and for a period of one year following the termination the Party (the "Leaving Party") which has left the Joint Venture (whether by default, removal by loss of all Interest or removal by exercise of Option), excepting only wind-up with distribution to each Party of Joint Venture Assets (in which case both Parties shall be free to conduct the Business in competition) shall not enter into any activity which would cause restriction or competition to the Business thereby remaining with the other Party (the "Remaining Party") and, without restricting the generality, shall not enter into the service of any competitor, shall not provide to any party Confidential Information which would allow such party to compete with the Remaining Party, shall not accept any position or effect any inv...
Confidentiality and Competition a. In consideration of the substantial benefits to be provided hereunder to the Employee by the Company, and in recognition of the fact that the Employee occupies a position of trust and confidence with the Company, the Employee acknowledges that he has provided, created and acquired and hereafter will provide, create and acquire valuable and confidential information of a special and unique nature relating to such matters as the Company's trade secrets, systems, procedures, manuals, confidential reports, employee rosters, client lists, software systems, products, business and financial methods and practices, plans, pricing, selling techniques, special methods and processes involved in designing, assembling and operating computer programs previously and currently used by the Company and the application thereof to managed care programs and other related electronic data processing information respecting the Company's existing businesses and services and those developed during the term of this Agreement, as well as credit and financial data relative to the Company and its clients, and the particular business requirements of the Company's clients, including the methods used and preferred by the Company's clients and fees paid by such clients. In addition, the Employee has developed and may further develop on behalf of the Company a personal acquaintance with the Company's clients, which acquaintances may constitute the Company's only contact with such clients. For purposes of this Paragraph 8, the term "Company" shall mean First Health Group Corp. and each company which is a subsidiary thereof and any partnership or joint venture in which the Company or any such subsidiary owns an equity interest at any time during the term of this Agreement. In view of the foregoing and in consideration of the remuneration to be paid to the Employee hereunder, the Employee acknowledges and agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that he make the covenants contained herein regarding his conduct during and subsequent to his employment by the Company and that the Company will suffer irreparable injury if the Employee were to engage in any conduct prohibited hereby. The Employee represents that his experience and/or abilities are such that the observance of the aforementioned covenants will not cause the Employee any undue hardship, nor will it unreasonably interfere with the Employee's ability to earn a livelihood....
Confidentiality and Competition. (a) You will not communicate or disclose to any unauthorized person, or use for your own account, without the prior written consent of the Chief Executive Officer of the Company, nonpublic information of any kind concerning the Company or any of its subsidiaries or affiliates, including, but not limited to, nonpublic information concerning finances, financial plans, accounting methods, strategic plans, operations, personnel, organizational structure, methods of distribution, suppliers, customers, client relationships, marketing strategies, real estate strategies or the like ("Confidential Information"). You shall not, between the date hereof and the Termination Date, remove any Confidential Information from the offices of the Company and you shall, on or before the Termination Date, return all Confidential Information in your possession, in whatever form, to the Company. The existence of this agreement and the terms hereof shall be considered to be Confidential Information. It is understood, however, that the obligations set forth in this paragraph shall not apply to the extent that the aforesaid matters (a) are disclosed in circumstances in which you are legally required to do so or (b) become generally known to and available for use by the public other than by your wrongful act or omission.
(b) You shall not, without the prior written consent of the Chief Executive Officer of the Company, for the one-year period following your Termination Date engage in Competition. As used herein, "Competition" shall mean the (i) participating, directly or indirectly, as an individual proprietor, stockholder, officer, employee, director, joint venturer, investor, lender, or in any capacity whatsoever (within the United States of America, or in any country where the Company, including its subsidiaries and affiliates, does business) in (A) a business in competition with the retail, catalog, or on-line sale of athletic footwear, athletic apparel and sporting goods conducted by the Company and its subsidiaries and affiliates (the "Athletic Business"), or (B) a business that in the prior fiscal year supplied product for the Athletic Business to the Company or any of its subsidiaries or affiliates having a value of $20 million or more at cost to the Company or any of its subsidiaries or affiliates; provided, however, that such participation shall not include (X) the mere ownership of not more than 1 percent of the total outstanding stock of a publicly held company; (Y) the pe...
Confidentiality and Competition. Employee agrees to sign and return to the Company the Non-Competition, Confidentiality, and Intellectual Property Agreement attached hereto as Exhibit B concurrently with the execution of this Agreement.
Confidentiality and Competition. 22.1 The Parties hereby undertake to treat as strictly confidential, even after the Agreement has terminated, each other's trade secrets and non-public information. The receiving Party shall not use such information for any purpose other than as contemplated under this Agreement, without the disclosing Party's prior written consent. Both Parties agree to keep in confidence the terms and conditions of this Agreement (the Parties shall provide a copy of this Agreement to Datex-Ohmeda who shall keep the terms and conditions of this Agreement in confidence). The obligations of this Article shall extend until and terminate upon the third (3rd) anniversary of the date of termination of this Agreement.
22.2 Distributor agrees that it shall [**]. Notwithstanding the aforesaid, the Distributor may purchase, promote, represent, sell or otherwise deal with the current and future products of Datex-Ohmeda and/or its Affiliates. Any non-compete provisions regarding the Datex-Ohmeda and/or its Affiliates products shall be null and void and non-binding on Distributor. [In case the distribution agreement in question affects the trade within the EU/EEA, and the distribution agreement is non-exclusive, no non-competition clauses may be added to the agreement.]
Confidentiality and Competition. Officer shall not divulge or ------------------------------- otherwise disclose, directly or indirectly, any trade secret or other confidential information concerning the business or policies of the Company or any of its affiliates which he may have learned as a result of his employment hereunder or prior thereto as an employee, officer or director of the Company or any of its affiliates, except to the extent such use or disclosure is (i) necessary to the performance of this Agreement and in furtherance of the Company's best interests, (ii) required by applicable law, (iii) lawfully obtainable from other sources or (iv) authorized by the Company. The provisions of this subsection shall survive the suspension or termination, for any reason, of Officer's employment hereunder. During the course of Officer's employment hereunder, Officer shall not compete, directly or indirectly, with the Company in the businesses then conducted by the Company.
Confidentiality and Competition. 11.1 Confidential Information and Competition as to UIS Brazil and the UIS Brazil Shareholders and UIS and the UIS Shareholder.
Confidentiality and Competition. 6.1. The Customer hereby warrant and represent as follows:
6.1.1. During the Services and after the termination of this Agreement, for any reason whatsoever, he shall keep in strict confidentiality any Confidential Information of the company, that may be may be disclosed to him, at all times.
