Confidentiality and Non-Competition. To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to result in a Material Adverse Change.
Confidentiality and Non-Competition. (a) The Executive acknowledges that he has had or will have unlimited access to confidential information and business methods relating to the Company's business and operations and that the Company would be irreparably injured and the goodwill of the Company would be irreparably damaged if the Executive were to breach the covenants set forth in this Section 10. The Executive further acknowledges that the covenants set forth in this Section 10 are reasonable in scope and duration and do not unreasonably restrict the Executive's association with other business entities, either as an employee or otherwise as set forth herein.
(b) During the Term of Employment and thereafter, except as may be required by law or necessary in connection with any dealings with any public agency or authority or in the ordinary course of business during the Term of Employment pursuant to customary non-disclosure agreements, the Executive will not disclose, disseminate, divulge, discuss, copy or otherwise use or suffer to be used, including but not limited to in competition with, or in a manner harmful to the interests of, the Company, any confidential information (written or oral) respecting any material aspect of the Company's business, excepting only use of such data or information as is (i) at the time disclosed, through no act or failure to act on the part of the Executive, generally known or available; (ii) furnished to the Executive by a third party as a matter of right and without restriction on disclosure; or (iii) required to be disclosed by court order. Upon termination of the Term of Employment, the Executive will return to the Company any and all materials in tangible or electronic form containing confidential information belonging to the Company.
(c) During the Term of Employment and the Non-Competition Period, the Executive will not in the states of California, Florida, Georgia, Illinois, Iowa, New Jersey, Ohio or Texas, directly or indirectly, whether as an individual on the Executive's own account, or as a shareholder, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, of any person, firm or organization or otherwise:
(i) own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or o...
Confidentiality and Non-Competition. 13.1 Each of Pracctice and the Customer hereby undertakes to the other both during the term of the agreement and after its termination and in perpetuity where it is reasonable to do so;
13.1.1 to keep in confidence all Confidential Information using at least the same standard of care that each of the parties use with their own confidential information, but in any event no less than reasonable care. Each of the parties may not use or disclose any Confidential Information other than for purposes and activities specifically permitted by the agreement. Each of the parties may only disclose Confidential Information to an employee or contractor under binding obligations of confidentiality substantially similar to those set forth in this agreement on a 'need to know' basis. If either party is legally compelled to disclose any Confidential Information, then, prior to such disclosure, the party must:
13.1.2 immediately notify the other party to allow the party an opportunity to contest the disclosure;
13.1.3 assert the privileged and confidential nature of the Confidential Information; and
13.1.4 co-operate fully with the other party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection is not obtained the party making the disclosure may disclose the Confidential Information only to the extent necessary to comply with applicable legal requirements.
13.2 The foregoing obligations of Clause 13.1 shall not apply to any information, which either party is required as a matter of law to disclose or provide, or to any information, which comes into the public domain other than by breach of this Clause.
13.3 Each of Pracctice and the Customer hereby undertakes to the other to make all relevant employees, agents and sub-contractors aware of the confidentiality of such information and the provisions of this clause and without prejudice to the generality of the foregoing to take all such steps as shall from time to time be necessary to ensure compliance by its employees, agents and sub-contractors with the provisions of this clause.
Confidentiality and Non-Competition. All payments to Employee under this Agreement shall be subject to Employee's compliance with the provisions of this Section 8. If Employee fails to comply with such provisions, his right to any future payments under this Agreement shall terminate and the Bank's obligations under this Agreement to make such payments and provide such benefits shall cease.
(a) Employee covenants and agrees that he will not, during the term of his employment and at any time thereafter, except with the express prior written consent of the Bank or pursuant to the lawful order of any judicial or administrative agency of government, directly or indirectly, disclose, communicate or divulge to any person, or use for the benefit of any person, any knowledge or information with respect to the conduct or details of the Bank's business which he, acting reasonably, believes or should believe to be of a confidential nature and the disclosure of which not to be in the Bank's interest.
(b) Employee covenants and agrees that he will not, during the term of his employment and for a period of one year thereafter, except with the express prior written consent of the Bank, directly or indirectly, whether as employee, employer, owner, partner, consultant, agent, director, officer, shareholder or in any other capacity, engage in or assist any person to engage in any act or action which he, acting reasonably, believes or should believe would be harmful or inimical to the interests of the Bank.
(c) Employee covenants and agrees that he will not, during the term of his employment and for a period of one year thereafter, except with the express prior written consent of the Bank, in any capacity (including, but not limited to, owner, partner, shareholder, consultant, agent, employee, employer, officer, director or otherwise), directly or indirectly, for his own account or for the benefit of any person, engage or participate in or otherwise be connected with any commercial bank which has its principal office in either Northampton, Lehigh or Monroe Counties, Pennsylvania or Warren County, New Jersey excxxx xxat the foregoing shall not prohibit Employee from owning as a shareholder less than 1% of the outstanding stock of an issuer whose stock is publicly traded.
(d) The parties agree that any breach by Employee of any of the covenants or agreements contained in this Section 8 will result in irreparable injury to the Bank for which money damages could not adequately compensate the Bank and therefore, in t...
Confidentiality and Non-Competition. (A) All Company trade secrets, proprietary information, software, software codes, advertising, sales, marketing and other materials or articles of information, including without limitation customer and supplier lists, data processing reports, customer sales analyses, invoices, price lists or information, samples, or any other materials or data of any kind furnished to the Executive by the Company or developed by the Executive on behalf of the Company or at the Company’s direction or for the Company’s use or otherwise in connection with the Executive’s employment hereunder, are and shall remain the sole and confidential property of the Company; if the Company requests the return of such materials at any time during or after the termination of the Executive’s employment, the Executive shall immediately deliver the same to the Company.
(B) During the term of this Agreement and eighteen months after the termination of his employment with the Company for any reason whatsoever, the Executive shall not directly or indirectly induce or attempt to influence any employee of the Company to terminate his or her employment with Company and shall not engage in (as a principal, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business in direct competition with the business of the Company. However, nothing contained in this paragraph shall prevent the Executive from holding for investment of no more than two percent (2%) of any class of equity securities of a company whose securities are traded on a national securities exchange.
(C) During the term of this Agreement and at all times thereafter, the Executive shall not use for his personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm association or company other than the Company, any material referred to in paragraph (A) above or any information regarding the business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes used or developed by the Company or any names and addresses of customers or clients or any other confidential information relating to or dealing with the business operations or activities of the Company, made known to the Executive or learned or acquired by the Executive while in the employ of the Company.
Confidentiality and Non-Competition. Assistant agrees that during the term of this Agreement and the following two years after termination there of, not to reveal to, discuss with or divulge to any person or persons or entities any proprietary documents, copies of documents, trade secrets, confidential information, patient information, patient medical records and/or copies there of, details of procedures, diagnosis, photographs or any information regarding ASA and/or it’s patients or clients. The Assistant shall not directly or indirectly offer his/her services as described in the attached job description to any of ASA’s client institutions or client surgeons, or engage in doing business within an extended radius of Ten (10) Miles from the present address of ASA at 00000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000-0000. This covenant shall remain in force for the duration of this Agreement and shall remain in full force for a period of Two Years from date of termination of Agreement. The Assistant acknowledges his/her familiarity of and responsibility to abide by all HIPAA (Health Information Portability and Accountability Act) regulations pertinent to surgical assisting and agrees to be in full compliance with HIPAA regulations at all times. The Assistant also acknowledges his/her familiarity of and responsibility to abide by all JCAHO (Joint Commission Accreditation of Hospital Organization) regulations pertinent to surgical assisting, to include the National Patient Safety Goals, and agrees to be in full compliance with JCAHO regulations at all times. In the event of any breach, ASA shall be entitled to full injunctive relief without need to post bond, which rights shall be cumulative with and not necessarily successive or exclusive of any other legal rights. This Agreement shall be binding and inure to the benefit of the parties, their successors, assignees and representatives. Upon breach the Assistant shall be responsible for all reasonable attorneys’ fees and costs incurred in the enforcement of this Agreement. Assistant agrees not to contract with or offer his/her services to any of ASA’s client institutions or client surgeons under any circumstances other than the terms of this Agreement until a period of One Year has passed from the date he or she is no longer affiliated with ASA.
Confidentiality and Non-Competition. The Employee agrees to execute (concurrently with the execution of this Agreement), be bound by and comply with the Confidentiality and Non-Competition agreements in the forms attached hereto as Exhibit A and Exhibit B, respectively.
Confidentiality and Non-Competition. (a) Employee acknowledges that Employee has had or shall have unlimited access to Confidential Information (as defined below) and business methods relating to the Company's Business and operations and that the Company would be injured and the goodwill of the Company would be damaged if Employee were to breach the covenants set forth in this Paragraph 8. Employee further acknowledges that the covenants set forth in this Paragraph 8 are reasonable in scope and duration. "Confidential Information" shall include, without limitation: (i) specific business strategies relating to the Company's Business, as its Business is being conducted at the time of any alleged breach of this Paragraph 8; (ii) methodologies of pricing used by the Business; (iii) customer lists; and (iv) all other information reasonably deemed by the Company to be confidential and/or proprietary in nature that Employee knows, or should reasonably know, is confidential and/or proprietary.
Confidentiality and Non-Competition. (a) Employee acknowledges that as a consequence of his relationship with the Company, he has been and will continue to be given access to confidential information which may include the following types information: financial statements and related financial information with respect to the Company, trade secrets, computer programs, certain methods of operation, procedures, improvements, systems, customer lists, supplier lists and specifications, and other private and confidential materials concerning the Company's business (collectively, "Confidential Information"). Employee agrees that he shall maintain any Confidential Information in strictest confidence and shall not disclose any Confidential Information to third parties during the terms of this agreement and after the termination hereof, however such termination shall occur, unless previously approved by the President or Chairman of AMG in writing. Notwithstanding the forgoing, nothing herein shall be construed as prohibiting Employee from disclosing any Confidential Information (a) which, at the time of disclosure, Employee can demonstrate either was in the public domain and generally available to the public or thereafter became a part of the public domain and generally available to the public by publication or otherwise through no act of Employee; (b) which Employee can establish was independently developed by a third party who developed it without the use of the Confidential Information and who did not acquire it directly or indirectly from Employee under an obligation of confidence; (c) which Employee can show was received by him after the termination of this Agreement from a third party who did not acquire it directly or indirectly from the Company under an obligation of confidence; or (d) to the extent that Employee can reasonable demonstrate such disclosure is required by law or in any legal proceeding, governmental investigation, or other similar proceeding.
(b) Employee covenants and agrees that, in order to protect the company's interest in its business, operations and assets during the term of this Agreement and for a period of one (1) year following the termination of this Agreement, however the same shall occur, he will not, without prior written consent of the Company, directly or indirectly:
(i) engage anywhere in the United States, whether by virtue of stock ownership, management responsibilities or otherwise, in companies, business, organizations and/or ventures which are directly or ind...
Confidentiality and Non-Competition. (a) The Company and Executive acknowledge that the services to be performed by Executive under this Agreement are unique and extraordinary and, as a result of such employment, Executive will be in possession of confidential information and trade secrets (collectively, "Confidential Material") relating to the business practices of the Company and its Affiliates. Executive agrees that he/she will not, directly or indirectly, (i) disclose to any other person or entity either during or after his/her employment by the Company or (ii) use, except during his/her employment by the Company in the business and for the benefit of the Company or any of its Affiliates, any Confidential Material acquired by Executive during his/her employment by the Company, without the prior written consent of the Company or otherwise than as required by law or any rule or regulation of any federal or state authority. Upon termination of his/her employment with the Company for any reason, Executive agrees to return to the Company all tangible manifestations of Confidential Materials and all copies thereof, not to disparage the Company, and for a period of two (2) years from the date of such termination not to solicit for employment any employee of the Company. All programs, ideas, strategies approaches, practices or inventions created, developed, obtained or conceived of by Executive during the term hereof by reason of his/her engagement by the Company, shall be owned by and belong exclusively to the Company, provided that they are related in any manner to the Company's business or that of any of its Affiliates. Executive shall (i) promptly disclose all such programs, ideas, strategies, approaches, practices, inventions or business opportunities to the Company, and (ii) execute and deliver to the Company, without additional compensation, such instruments as the Company may require from time to time to evidence its ownership of any such items.
(b) Executive agrees that during the term hereof he/she will not become a stockholder, director, officer, employee or agent of or consultant to any corporation, or member of or consultant to any partnership or other entity, or engage in any business as a sole proprietor or act as a consultant to any such entity, or otherwise engage, directly or indirectly, in any enterprise, in each case which competes with any business or activity engaged in, or known by Executive to be contemplated to be engaged in, by the Company or any of its Affiliates within...
