Confidentiality and Non-Competition Covenants. (a) The Executive covenants and agrees that he will not at any time during or at any time after the end of the Term, directly or indirectly, use for his own account, or disclose to any person, firm or corporation, other than authorized officers, directors and employees of the Company or its subsidiaries, Confidential Information (as hereinafter defined) that is treated as trade secrets by the Company and will not at any time during or for a period equal to the number of payments which are being made under Section 12(e) hereof directly or indirectly, use for his own account, or disclose to any person, firm or corporation, other than authorized officers, directors and employees of the Company or its subsidiaries, any other Confidential Information. As used herein, "
Confidentiality and Non-Competition Covenants. (a) The Executive covenants and agrees that he will not at any time during and after the end of the Term, directly or indirectly, use for his own account, or disclose to any person, firm or corporation, other than authorized officers, directors and employees of the Company or its subsidiaries, Confidential Information (as hereinafter defined) of the Company. As used herein, "
Confidentiality and Non-Competition Covenants. (a) Executive will not (whether during or after Executive's employment with the Company) disclose, retain, or use for Executive's own benefit, purposes or account or the benefit, purposes or account of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any of its subsidiaries or affiliates, any trade secrets, Company know-how, software developments, inventions, formulae, technology, designs and drawings or other works of authorship, or any Company property or confidential information relating to research, operations, finances, current and proposed products and services, vendors, customers, advertising, costs, marketing, trading, investment, sales activities, promotion, manufacturing processes, or the business and affairs of the Company generally, or of any subsidiary or affiliate of the Company ("Confidential Information") without the written authorization of the Board; provided that the foregoing obligation (i) shall not apply to information which is not unique to the Company or which is generally known to the industry or the public other than as a result of Executive's breach of this covenant or the wrongful acts of others who were under confidentiality obligations to the Company as to the item or items involved and (ii) shall survive the termination of Executive's employment for a period of three years with respect to Confidential Information that does not qualify as a trade secret and, with respect to trade secrets, for so long as the information qualifies as a trade secret. Executive agrees that upon termination of Executive's employment with the Company for any reason, he will return to the Company immediately all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, in any way relating to the business of the Company, its affiliates and subsidiaries, except that he may retain only those portions of personal notes, notebooks and diaries that do not contain Confidential Information of the type described in the preceding sentence. Executive further agrees that he will not retain or use for Executive's own benefit, purposes or account or the benefit, purposes or account of any other person, firm, partnership, joint venture, association, corporation or other business designation, entity or enterprise, other than the Company and any of its subsidiaries or affiliates, at any time any trade names, trad...
Confidentiality and Non-Competition Covenants. (a) The Executive covenants and agrees that he will not at any time during and after the end of the Term, directly or indirectly, use for his own account, or disclose to any person, firm or corporation, other than authorized officers, directors and employees of the Company or its subsidiaries, Confidential Information (as hereinafter defined) of the Company. As used herein, “Confidential Information” of the Company means information of any kind, nature or description which is disclosed to or otherwise known to the Executive as a direct or indirect consequence of his association with the Company, which information is not generally known to the public or in the businesses in which the Company is engaged or which information relates to specific investment opportunities within the scope of the Company’s business which were considered by the Executive or the Company during the term of this Agreement. During the Term and for a period of two years following the termination of the Executive's employment, the Executive shall not induce any employee of the Company or its subsidiaries to terminate his or her employment by the Company or its subsidiaries in order to obtain employment by any person, firm or corporation affiliated with the Executive.
Confidentiality and Non-Competition Covenants. (a) Executive will not, directly or indirectly, make known, disclose, furnish, make available or utilize any of the Company's confidential information, other than in the proper performance of the duties contemplated by the Agreement, or as required by law. Executive will return all confidential information, including all photocopies, extracts and summaries thereof, and any such information stored electronically on tapes, computer disks or in any other manner to the Company at any time upon request by the Company and, in any event, promptly after the termination of his employment for any reason. Confidential information does not include any information (i) available to or already in the hands of the public, (ii) known to Executive prior to the date hereof, (iii) disclosed to Executive by a third party who is not under a duty of confidentiality with respect to such information, or (iv) independently developed by Executive without the use of confidential information of the Company.
Confidentiality and Non-Competition Covenants. All information concerning customers that Employee shall gain knowledge of, all records concerning customers that shall come into Employee's possession, and all other information pertaining to the Company's operations, are confidential and shall not at any time be communicated by Employee to any person, firm, corporation or entity not affiliated with the Company, other than in the ordinary course of business. At the end of the Employment Period, Employee shall surrender all copies of all such records, regardless of whether made by him or otherwise created. During the Employment Term and for a period of two (2) years after termination of the Employment Term, Employee shall not directly or indirectly compete with the Company, solicit or otherwise communicate with any customer of the Company, or otherwise interfere with the carrying on by the Company of its business including without limitation by soliciting, directly or indirectly, any other employee at the Company to leave his employment. Employee recognizes that a breach of these provisions concerning confidentiality and non-solicitation of customers of the Company will cause irreparable damage to the Company. Employee therefore agrees, notwithstanding the provisions in Section 7 herein for the resolution of all disputes by way of arbitration, that the Company shall be entitled to the entry of a preliminary injunction by a court of competent jurisdiction in California or elsewhere, restraining Employee in accordance with the foregoing provisions concerning confidentiality and non-solicitation in the event of any breach or threatened breach of any such provision, and submits to the jurisdiction of such court in any such action. If any of the restrictions contained in this Section 6 are deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof and in its reduced form this Section shall then be enforceable in the manner contemplated hereby.
Confidentiality and Non-Competition Covenants. A. (1) To protect the reputation and goodwill of Licensor and to maintain high standards of operation under Licensor's Proprietary Marks, Operator shall conduct its business in accordance with the Manuals, other written directives which Licensor may issue to Operator from time to time whether or not such directives are included in the Manuals, and any other manuals and materials created or approved for use in the operation of the Licensed Business.
Confidentiality and Non-Competition Covenants. 7.1 Each Party agrees to disclose, in its sole discretion, the Know-how and any other confidential information to the other Party.
Confidentiality and Non-Competition Covenants. 5.1 The Consultant and the Designated Employee acknowledge that in the course of carrying out, performing and fulfilling their obligations to the Company hereunder, they will have access to and will be entrusted with confidential information and trade secrets relating to the present and contemplated services, marketing techniques, procedures, products, suppliers, services, business, customers and clients of the Company, the disclosure of any of which confidential information and trade secrets to competitors of the Company or the general public would be highly detrimental to the best interests of the Company. The Consultant and the Designated Employee further acknowledge that the right to keep secret such confidential information and trade secrets constitutes a proprietary right of the Company which the Company is entitled to protect. The Consultant and the Designated Employee covenant and agree with the Company that they shall hold all such confidential information and trade secrets in a fiduciary capacity and solely for the benefit of the Company and that they shall not disclose, divulge or otherwise communicate, in any manner whatsoever during the term of this agreement or during the period of five consecutive years immediately following its termination, any of such confidential information or trade secrets to any person nor shall the Consultant or the Designated Employee, during the term of this agreement or during the period of five consecutive years immediately following its termination, directly or indirectly, use such confidential information and trade secrets for any purpose other than in furtherance of the business of the Company nor shall they, during the term of this agreement or during the period of five consecutive years immediately following its termination, directly or indirectly, disclose, divulge or otherwise communicate in any manner whatsoever or use for any purpose, other than for the purposes of the Company, information relating to the private affairs of the Company or any other information of a confidential nature which they may acquire during the term of this agreement with respect to the business and affairs of the Company.
Confidentiality and Non-Competition Covenants. Xx. Xxxxxxxx --------------------------------------------- acknowledges tha tthe success of Holdings, the Company and its subsidiaries depends upon the continued preservation of the confidentiality of certain information possessed by Xx. Xxxxxxxx and the agreement by Xx. Xxxxxxxx not to engage directly or indirectly in businesses competitive with the business of Holdings, the Company and its subsidiaries, that the preservation of the confidentiality of such information by Xx. Xxxxxxxx and the agreement not to compete of Xx. Xxxxxxxx are essential premises of the bargain between Xx. Xxxxxxxx and each of Holdings and the Buyer pursuant to the Stock Purchase Agreement, and that Holdings and the Buyer would be unwilling to enter into the Stock Purchase Agreement in the absence of this Non-Competition Agreement. Accordingly, Xx. Xxxxxxxx hereby agrees with Holdings and the Company as follows:
