Confidentiality and Non Solicitation Covenants. Section 7.01 Executive acknowledges that Executive's employment hereunder will provide Executive with access on a continual basis to confidential and proprietary information concerning each of the Businesses, which is not readily available to the public; and that Employer would not enter into this Agreement but for the covenants (the "Restrictive Covenants") contained in this Article VII. Accordingly, Executive agrees that:
Confidentiality and Non Solicitation Covenants. In consideration of the provisions of Section 2 of this Agreement, and in order to protect the goodwill of the Companies, Executive hereby agrees to the following covenants.
Confidentiality and Non Solicitation Covenants. (a) All Confidential Information and Trade Secrets and all physical embodiments thereof received or developed by the Executive while employed by the Company are confidential to and are and will remain the sole and exclusive property of the Company. Except to the extent necessary to perform the duties assigned to him by the Company, the Executive will hold such Confidential Information and Trade Secrets in trust and strictest confidence, and will not use, reproduce, distribute, disclose or otherwise disseminate the Confidential Information and Trade Secrets or any physical embodiments thereof and may in no event take any action causing or fail to take the action necessary in order to prevent, any Confidential Information and Trade Secrets disclosed to or developed by the Executive to lose its character or cease to qualify as Confidential Information or Trade Secrets. As used herein, "
Confidentiality and Non Solicitation Covenants. Each of New Source and Seller will, and will use reasonable efforts to cause its officers, employees, and agents to, keep confidential and not disclose for a period of three (3) years after the Effective Date any Confidential Information of either Acquired Company which they may have acquired. Each of New Source and Seller further expressly covenants and agrees that for a period of three (3) years after the Effective Date, it will not and will cause its affiliates not to (i) engage or employ, or solicit or contact with a view to the engagement or employment of any person who is an officer, employee or agent of an Acquired Company or (ii) canvass, solicit, approach or entice away or cause to be canvassed, solicited, approached or enticed away any person who or which is a customer, consultant or supplier of an Acquired Company or any of their respective affiliates to reduce the volume of, or refrain from doing, any business with an Acquired Company or any of their respective affiliates. The parties agree and acknowledge that the provisions of this Section 7.2 (i) are the result of arm’s-length bargaining, (ii) are fair and reasonable, and (iii) do not impose any greater restraint than is necessary to protect the legitimate business interests of Buyer. The parties further agree and acknowledge that, in the event of a breach or threatened breach of any of the provisions of this Section 7.2, Buyer shall be entitled to immediate injunctive relief, as any such breach would cause Buyer irreparable injury for which it would have no adequate remedy at law. Nothing herein shall be construed so as to prohibit Buyer from pursuing any other remedies available to it hereunder, at law or in equity (including specific performance) for any such breach or threatened breach of any of the provisions of this Section 7.2.
Confidentiality and Non Solicitation Covenants. Having acknowledged the foregoing, Holiday covenants and agrees with Alterra that, during the term of this Agreement and for a period of twelve (12) months thereafter, neither Holiday nor any Holiday Party will, directly or indirectly:
Confidentiality and Non Solicitation Covenants. Executive will comply with the provisions of Section 13 of the Employment Agreement (dealing with confidentiality and nondisclosure) in all respects as though the Employment Agreement terminated at the end of the Consulting Period, and Company shall continue to have all legal and equitable remedies available to it under the Employment Agreement to enforce Executive's compliance with such provisions.
Confidentiality and Non Solicitation Covenants. Executive covenants and agrees that during the Term he shall not directly or indirectly be financially interested in, or represent or render any advice or services to, any other business which is competitive with that of Employer or any of its affiliates; provided, however, that the foregoing restriction shall not preclude Executive from the ownership of not over one percent (1%) of the voting securities of any corporation whose securities are registered under Section 12(b) or (g) of the Securities Exchange Act of 1934 even if its business competes with that of Employer or any of its affiliates. Except as provided in the next two sentences, Executive covenants and agrees that all information, knowledge or data of or pertaining to Employer or any of its affiliates, or pertaining to any other person, firm, corporation or business organization with which they or any of them may do business during the Term and which is not generally known in the relevant trade or industry (and whether relating to methods, merchandising, purchasing processes, techniques, discoveries, pricing, sales practices, marketing or any other proprietary matters) ("Employer Information") shall be kept secret and confidential at all times during and after the end of the Term and shall not be used or divulged by him outside the scope of his employment as contemplated by this Agreement, except as Employer may otherwise expressly authorize by Board action. In the event that Executive is requested in a judicial, administrative or governmental proceeding to disclose any Employer Information, Executive will promptly so notify Employer so that Employer may seek a protective order at Employer's expense or other appropriate remedy and/or waive compliance with this Agreement. If such protective order or other remedy is not obtained or Employer waive compliance with this Agreement and disclosure of any of Employer Information is required, Executive may furnish the material so required to be furnished, but Executive will furnish only that portion of Employer Information which is legally required and will exercise his best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded Employer Information furnished. Executive agrees and acknowledges that (a) the services of Executive pursuant to this Agreement are unique and extraordinary, and (b) Employer and its affiliates will be dependent upon Executive for the development and growth of its business an...
Confidentiality and Non Solicitation Covenants. (a) As an inducement to Parent to execute this Agreement and complete the transactions contemplated hereby, and in order to preserve the goodwill associated with the Acquired Business being acquired pursuant to this Agreement, Holders, severally and not jointly, agree that they will not, directly or indirectly, for a period of two (2) years from and after the Closing Date (the “Restriction Period”):
Confidentiality and Non Solicitation Covenants. Section 7.5 of the Employment Agreement shall be deleted in its entirety.
Confidentiality and Non Solicitation Covenants
