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, "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 business 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. Confidential Information that is treated as confidential trade secrets by the Company shall include, but not be limited to, strategic operating plans and budgets, policy and procedure manuals, computer programs, financial forms and information, patient or resident lists and accounts, supplier information, accounting forms and procedures, personnel policies, information pertaining to the salaries, positions and performance reviews of the Company's employees, information on the methods of the Company's operations, research and data developed by or for the benefit of the Company and information relating to revenues, costs, profits and the financial condition of the Company. 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) 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) 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.
(b) The Executive covenants and agrees that while the Executive remains employed by the Company or its subsidiary and for a period of two (2) years following the termination of the Executive's employment, the Executive shall not, directly or indirectly, own any interest in, operate, join, control, or participate as a partner, director, principal, officer, or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity which is a hospital system or is in the hospital or hospital management business. Notwithstanding anything herein to the contrary, (1) the foregoing provisions of this Section 14(b) shall not prevent the Executive from (x) acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporation or (y) working as an accountant or an attorney for a law or accounting firm and (2) the foregoing provisions of this Section 14(b) shall not be applicable to a termination of the Executive's employment (i) by the Company or (ii) by the Executive for Good Reason.
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.
(b) Executive will not, during the Term and for any period during which Executive is receiving payments from the Company pursuant to this Agreement, perform services for any entity that competes with the Company in the dry pasta category.
(c) Each party hereto acknowledges that money damages would be both incalculable and an insufficient remedy for any breach of this section of the Agreement and such party and that any such breach would cause the other parties, irreparable harm. Accordingly, each party hereto also agrees that, in the event of any breach or threatened breach of this provision of the Agreement by such party, the other parties shall be entitled to equitable relief without the requirement of posting a bond or other security, including in the form of injunctions and orders for specific performance, in addition to all other remedies available to such other parties at law or in equity.
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. (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.
(2) Operator and the Controlling Principals shall at all times treat the Manuals, any written directives of Licensor, and any other manuals and materials, and the information contained therein, as confidential and shall maintain such information as trade secrets and confidential in accordance with this Article XI. Operator and the Controlling Principals shall use all reasonable efforts to maintain this information as secret and confidential, and Operator and the Controlling Principals shall divulge and make such materials available only to such of Operator's employees as must have access to it in order to operate the Restaurant, or to such other persons authorized by Licensor in writing. Operator and the Controlling Principals shall not at any time copy, duplicate, record or otherwise reproduce these materials, in whole or in part, or otherwise make the same available to any person other than those authorized above.
(3) The Manuals, written directives, other manuals and materials and any other confidential communications provided or approved by Licensor shall at all times remain the sole property of Licensor, shall at all times be kept in a secure place on the Restaurant premises, and shall be returned to Licensor immediately upon request or upon termination or expiration of this Agreement.
(4) The Manuals, any written directives, and any other manuals and materials issued by Licensor and any modifications to such materials shall supplement this Agreement.
(5) Licensor may from time to time revise the contents of the Manuals and the contents of any other manuals and materials created or approved for use in the operation of the Licensed Business. Operator expressly agrees to comply with each new or changed standard.
(6) Operator shall at all times ensure that the Manuals are kept current and up-to-date. In the event of any dispute as to the contents of the Manuals, the terms of the master copy of the Manuals maintained by Licensor at Licensor's home office shall control.
(7) Operator shall promptly reimburse Licenso...
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.
7.2 The receiving Party agrees to accept such disclosure in strict confidence and agrees that it will not use, for its own benefit or for the benefit of others, nor disclose to anyone not in its employ or in the capacity of the Party’s professional advisers, except for the implementation and execution of this Agreement, any information related to such disclosure, except to the extent that any such information can be shown by such Party:
7.2.1 to be in possession or in the possession of its employee prior to such disclosure; or
7.2.2 is now or hereinafter becomes available as public knowledge or literature, through no fault of the receiving party, patented or otherwise; or
7.2.3 is received from an independent third party that, to receiving party’s knowledge, did not receive the information directly or indirectly from the disclosing party.
7.3 Each Party agrees not to disclose the Know-how and/or confidential information of the other Party to its employees, except to those requiring same for evaluation purposes related to such Party’s performance of its covenants and obligations provided in this Agreement.
7.4 The confidentiality obligations will remain in effect for Twenty (20) years following the date of expiry or termination of this Agreement for whatever cause.
Confidentiality and Non-Competition Covenants. 5.1 The Employee acknowledges that in the course of carrying out, performing and fulfilling his obligations to the Company hereunder, the Employee 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 Employee further acknowledges 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 Employee covenants and agrees with the Company that he shall hold all such confidential information and trade secrets in a fiduciary capacity and solely for the benefit of the Company and that he 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 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 he, 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 he may acquire during the term of this agreement with respect to the business and affairs of the Company. EXHIBIT 10.1
5.2 Any discoveries, improvements and/or inventions of any character pertaining to the industry in which the Company is engaged in or coming within the scope of the business of the Company made or developed by the Employee while in the employ of the Company, whether or not conceived or made during his regular working hours, or whether or not the Employee was specifically instructed to make or develop the same, or w...
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, agents and employees of the Company or its subsidiaries,
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:
