Confidentiality and Non-Competition Agreements. Modify, amend or terminate, or waive, release or assign any material rights or claims with respect to any confidentiality agreement or non-competition agreement to which the Company is a party;
Confidentiality and Non-Competition Agreements. Except as otherwise ---------------------------------------------- provided in the Transformation Agreement, all rights under confidentiality agreements, non-competition, non-disclosure and other similar agreements with employees.
Confidentiality and Non-Competition Agreements. To the Company’s knowledge, no director, officer, key employee or consultant of the Company or any Subsidiary is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could materially affect his ability to be and act in his respective capacity of the Company or any Subsidiary or be expected to result in a Material Adverse Change.
Confidentiality and Non-Competition Agreements. A. In consideration of Employer’s executing this Agreement, Employee shall have executed, prior to the execution of this Agreement, a Confidentiality Agreement (the “Confidentiality Agreement”), in the form attached hereto as Exhibit “B”.
Confidentiality and Non-Competition Agreements. The Company and its subsidiaries (if applicable) will not employ, or continue to employ, any person who will have access to material confidential information with respect to the Company its subsidiaries and its operations unless such person has executed and delivered a Confidentiality and Non-Competition Agreement to the satisfaction (as to substance and form) of the Company’s management and legal counsel.
Confidentiality and Non-Competition Agreements. Xxxxxxx X. Xxxx and Xxxxxx Xxxxxxxx shall enter into confidentiality and non-competition agreements with the Company and BRC in substantially the form of Exhibit C attached hereto and providing further for the payment of $200,000 to Xx. Xxxx and $50,000 to Xx. Xxxxxxxx and restricting their ability to compete with BRC or the Company for the later of five (5) years from the execution of such agreement or three (3) years from the date upon which their employment with the Company or BRC shall terminate, respectively.
Confidentiality and Non-Competition Agreements. Except as otherwise provided by the Board in a particular case, to the extent not already in place, the Company shall enter into a non-disclosure, noncompetition and non-solicitation agreement in substantially the form attached hereto as Exhibit A with each of the Founders and key employees of the Company. Director Expenses. The Company will promptly reimburse each director designated by the holders of the Preferred Stock pursuant to the Stockholders Agreement and the managing directors of each Investor's general partner for all reasonable out-of-pocket expenses incurred in connection with attending meetings of the Board or any committee thereof, in accordance with the requirements of the Stockholders Agreement. Inspection and Audit Rights. Any Investor holding at least twenty percent (20%) of the shares of Preferred Stock originally purchased by it shall have full and free access to the Company's personnel, properties, contracts, books and records, and other documents and data of the Company upon reasonable notice during regular business hours, and any such Investor may, at its own expense, make copies of all such contracts, books and records, and other existing documents and data. The substance of all information regarding the Company that any such Investor obtains in connection with the exercise of its rights under this Agreement shall be treated as confidential, and except as required by law, governmental rule or regulation, each Investor agrees that it will not disclose any such confidential information to any other person or entity without the prior written consent of the Board; provided, however, each Investor may disclose such confidential information to any of its partners, members or executive officers so long as such partners, members or executive officers maintain the confidentiality of such
Confidentiality and Non-Competition Agreements. A. Seller and Selling Shareholder acknowledge that their services and their knowledge of the Business are of unique value; and the entrance of Seller or Selling Shareholders into competition, with Buyer, or any of its wholly owned subsidiaries, directly or indirectly, by use of name, reference, or otherwise, in the operation of the Business within the Restricted Territory, as defined below, cannot adequately be compensated by damages in an action at law. In view of the necessity of Seller and Selling Shareholder not entering into competition with Buyer or any of its wholly owned subsidiaries, in the operation of the Business within the Restricted Territory and as a material inducement to Buyer to enter into this Agreement and to pay for the Business, Seller and Selling Shareholder hereby covenant and agree that they will not directly or indirectly, either as principal, agent, manager, employee, owner, partner, shareholder, officer or director of a proprietorship, partnership, corporation or otherwise engage in any activity competitive with the Business for the specific customers identified in the Customer List within a fifty (50) mile radius of the Premises (the "Restricted Territory"); or disparage or otherwise criticize the products or services being provided by, or sold by Buyer or any of its wholly owned subsidiaries within the Restricted Territory for a period of three (3) years from the Closing Date; provided however, that the foregoing non-competition covenant and the other provisions of this Section, shall not apply to either of the following: (1) the solicitation for sale or the sale of on-site testing services offered by eScreen, Inc, a subsidiary of Selling Shareholder ("eScreen"), within the Restricted Territory, to the following persons or entities: Wal Mart, Target, Best Buy, Xxxxxx'x, ChoicePoint, UPS, Aerotek, Hyatt, Yellow Freight, or Host Marriott; or (2) the solicitation for sale or the sale of eScreen on-site testing services within the Restricted Territory, by any eScreen-contracting physician, physician group, medical group, medical clinic, occupational clinic or rehabilitation clinic (each, an "eScreen Contractor"), to any persons or entities, regardless of whether they are included on the Customers List, provided only that Sellers do not provide to any such eScreen Contractor a copy of the Customer List or any names therefrom that are not excluded under the immediately preceding clause (1) of this paragraph. Buyer shall have the rig...
Confidentiality and Non-Competition Agreements. At the Closing, Purchaser and each Shareholder shall enter into a confidentiality and non-competition agreement in the form of Schedule 1.2 hereto (collectively, the "Non-Competition Agreements").
Confidentiality and Non-Competition Agreements. Each key employee of Seller as identified by Purchaser and agreed by Seller as being essential to the Business (“Key Employees”) shall have entered into a Confidentiality Agreement or a Non-Competition Agreement, or both, with Purchaser, in the form and on terms and conditions acceptable to Purchaser (the “Confidentiality and Non-Competition Agreements”).
