Common use of Confidentiality and Noncompetition Clause in Contracts

Confidentiality and Noncompetition. 6.1 Contractor agrees that, Contractor has, and in the course of Contractor's performance of this Agreement Contractor will acquire, confidential information regarding the Company, its clients and its business (the "Confidential Information"). Contractor understands and agrees that Contractor shall: (a) keep such Confidential Information confidential at all times during and after the expiration of the term of this Agreement; (b) not disclose or communicate any Confidential Information to any third party, except as required by law; (c) not use any Confidential Information on Contractor's own behalf or on behalf of any third party, except as otherwise expressly authorized in writing by Company; and (d) not use any Confidential Information to the detriment of Company. 6.2 During the term of this Agreement and for a period of one (1) year after the termination of this Agreement, Contractor shall not, without the prior written consent of Company, engage in any activity competitive with the business of Company, its parent or affiliated entities in the State of Hawaii (hereafter referred to as the "Business"). An activity competitive with the Business shall mean becoming an employee, officer, director, contractor or consultant of, or being an investor in, or owner of, any corporation, partnership, limited liability company, or other person or entity engaged in any conduct which competes directly or indirectly with the Business in the State of Hawaii. It is the desire and intent of the parties that the provisions of this Paragraph shall be enforced to the fullest extent permissible under the laws and public policies of the State of Hawaii. Accordingly, if any particular portion of this Section shall be adjudicated to be invalid or unenforceable, this Section shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable. 6.3 In view of the nature of Contractor's services hereunder and the nature of the Confidential Information that Contractor may receive during the course of the performance of Contractor's services, Contractor agrees that any unauthorized disclosure to third parties of any Confidential Information, Contractor's engagement in any competitive activity, or any other violation, or threatened violation, of this Section 6 would cause irreparable damage to the Company, and that, therefore, the Company shall be entitled to an injunction prohibiting Contractor from any such disclosure, attempted disclosure, competitive activity, attempted competitive activity, violation or threatened violation. The undertakings set forth in this Section 6 shall survive the termination of this Agreement.

Confidentiality and Noncompetition. 6.1 Contractor agrees that(a) From the date hereof to the Closing, Contractor hasSellers shall use their commercially reasonable efforts to enforce their rights under all effective agreements entered into between any Seller or Target Company, on the one hand, and in any proposed purchaser, on the course other hand, with respect to the potential acquisition of Contractor's performance of this Agreement Contractor will acquire, confidential information regarding the Company, its clients and its business any Target Company or similar transaction (the "Confidential InformationBidder Agreements"). Contractor understands and agrees that Contractor shall: (a) keep such Confidential Information confidential at all times during and after the expiration Immediately following Closing, Sellers shall assign each of the term of this Agreement; Bidder Agreements to Buyer. (b) not disclose For a period of five years following the Closing Date, none of Sellers or communicate their respective Subsidiaries shall use any Confidential Information information about the Target Companies' business reflected in the books and records of the Target Companies (excluding information generally available to the public) for any third party, except purpose other than as required by law; law or judicial process, or in any way, directly or indirectly, detrimental to, or in competition with, Buyer and the Target Companies. Each Seller agrees that under no circumstances will it take any action intended (i) to specifically encourage or induce its employees, agents, representatives or affiliates to interfere with Buyer's contractual or business relationship with the policyholders of United Life or (ii) to result in a pattern of replacement, rewriting, or "twisting" or "churning" of policies issued by United Life, whether before or after the Closing, to any other insurer. (c) For a period of three years following the Closing, Sellers shall not, and shall not use permit any Confidential Information on Contractorof their affiliates to (i) utilize any intellectual property owned by CyberLink as of the Closing Date, (ii) utilize any knowledge with respect to CyberLink or its assets to develop any intellectual property or software to compete with CyberLink, or (iii) without Buyer's own behalf prior written consent, directly or on behalf indirectly, solicit or hire any of the employees of CyberLink; provided, however, that nothing herein shall prohibit either Seller or any third partyof its subsidiaries from publishing a general solicitation of employment in any newspaper, except as otherwise expressly authorized in writing by Company; and magazine, trade publication or other medium. (d) not use any Confidential Information to Sellers acknowledge that Buyer has informed them that the detriment covenants of Company. 6.2 During the term Sellers set forth in Section 5.16 are an essential element of this Agreement and that, but for a period the Agreement of one (1) year after the termination of Sellers to comply with these covenants, Buyer represents to Sellers, that it would not have entered into this Agreement, Contractor shall not, without . Sellers and Buyer acknowledge that any damage caused to Buyer or the prior written consent of Company, engage in any activity competitive with the business of Company, its parent or affiliated entities in the State of Hawaii (hereafter referred to as the "Business"). An activity competitive with the Business shall mean becoming an employee, officer, director, contractor or consultant of, or being an investor in, or owner of, any corporation, partnership, limited liability company, or other person or entity engaged in any conduct which competes directly or indirectly with the Business in the State of Hawaii. It is the desire and intent Target Companies by reason of the parties that the provisions breach of this Paragraph shall be enforced to the fullest extent permissible under the laws and public policies of the State of Hawaii. Accordingly, if any particular portion Seller of this Section 5.16 could not be adequately compensated for in monetary damages alone; therefore, each party agrees that in addition to any other remedies, at law or otherwise, Buyer shall be adjudicated entitled, upon proper proof, to be invalid or unenforceable, this Section shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable. 6.3 In view of the nature of Contractor's services hereunder and the nature of the Confidential Information that Contractor may receive during the course of the specific performance of Contractor's services, Contractor agrees that any unauthorized disclosure to third parties of any Confidential Information, Contractor's engagement in any competitive activity, or any other violation, or threatened violation, of this Section 6 would cause irreparable damage to the Company, and that, therefore, the Company shall be entitled to 5.16 or an injunction prohibiting Contractor from to be issued by a court of competent jurisdiction restraining and enjoining any such disclosure, attempted disclosure, competitive activity, attempted competitive activity, violation or threatened violation. The undertakings set forth in of this Section 6 shall survive the termination of this Agreement5.16.

Confidentiality and Noncompetition. 6.1 Contractor agrees that, Contractor has, and in the course of Contractor's performance of this Agreement Contractor will acquire, confidential information regarding the Company, its clients and its business (the "Confidential Information"). Contractor understands and agrees that Contractor shall: (a) keep such Confidential Information confidential at all times The Executive will not, during and or after the expiration Term, disclose to any entity or person any information (including, but not limited to, information about customers or about the design, manufacture or marketing of products or services) which is treated as confidential by the Company and to which the Executive gains access by reason of his position as an employee or director of the term of this Agreement; Company other than information which becomes publicly available through a source other than the Executive. (b) not disclose or communicate any Confidential Information While the Executive continues to any third partybe an employee of the Company and, for at least the one-year period immediately following his Date of Termination, the Executive shall not, except as required permitted by lawthe Company upon its prior written consent: (i) enter, directly or indirectly, into, the employ of or render or engage in, directly or indirectly, any services to any person, firm or corporation which is engaged in distribution of children's products in the United States or any other geographic areas in which the (Company is then selling its products (a "Competitor"); (ii) become interested, directly or indirectly, in any such Competitor as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity, provided, that the ownership of up to five percent (5%) of any class of the outstanding securities of any publicly traded corporation, even though , such corporation may be a Competitor, shall not he deemed as constituting an interest in such Competitor which violates clause (ii) of the immediately preceding sentence; and (iii) employ, solicit or assist in employing any present or former or future employee, officer or agent of the Company or any of its subsidiaries. (c) not use any Confidential Information on Contractor's own behalf Any violation by the Executive of Section 8(a) or on behalf 8(b) hereof shall be deemed a violation of any third party, except as otherwise expressly authorized in writing by Company; and (d) not use any Confidential Information to the detriment of Company. 6.2 During the a material term of this Agreement under Section 6(a)(iii) hereof, and for a period of one (1the Executive's compensation and benefits thereupon shall be governed by Section 7(c) year after hereof. Additionally, the termination of this Agreement, Contractor Company shall not, without have the prior written consent of Company, engage in any activity competitive with the business of Company, its parent or affiliated entities in the State of Hawaii (hereafter referred right and remedy to as the "Business"). An activity competitive with the Business shall mean becoming an employee, officer, director, contractor or consultant of, or being an investor in, or owner of, any corporation, partnership, limited liability company, or other person or entity engaged in any conduct which competes directly or indirectly with the Business in the State of Hawaii. It is the desire and intent of the parties that have the provisions of this Paragraph shall be enforced Section 8 specifically enforced, including by temporary and/or permanent injunction, without necessity of bond, it being acknowledged and agreed that any such violation will cause irreparable injury to the fullest extent permissible under the laws Company and public policies of the State of Hawaii. Accordingly, if any particular portion of this Section shall be adjudicated to be invalid or unenforceable, this Section shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable. 6.3 In view of the nature of Contractor's services hereunder and the nature of the Confidential Information that Contractor may receive during the course of the performance of Contractor's services, Contractor agrees that any unauthorized disclosure to third parties of any Confidential Information, Contractor's engagement in any competitive activity, or any other violation, or threatened violation, of this Section 6 would cause irreparable damage money damages will not provide an adequate remedy to the Company, and that, therefore, the Company shall be entitled to an injunction prohibiting Contractor from any such disclosure, attempted disclosure, competitive activity, attempted competitive activity, violation or threatened violation. The undertakings set forth in this Section 6 shall survive the termination of this Agreement.

Confidentiality and Noncompetition. 6.1 Contractor agrees (a) For the purposes of this Section 3, Company shall include Xxxxxx International, Inc. and any of its subsidiaries and affiliates. Executive acknowledges that, Contractor hasprior to and during the Term of this Agreement, the Company has furnished and in will furnish to Executive Confidential Information which could be used by Executive on behalf of a competitor of the Company to the Company's substantial detriment. Moreover, the parties recognize that Executive, during the course of ContractorExecutive's performance employment with the Company, will develop important relationships with customers and others having valuable business relationships with the Company. In view of the foregoing, Executive acknowledges and agrees that the restrictive covenants contained in this Section are reasonably necessary to protect the Company's legitimate business interests and goodwill. If it is determined that any term of this Section 3 is overly broad or unreasonable as applied to Executive, the parties agree that it is their mutual intention and agreement that these restrictive covenants be enforced to the fullest extent possible and the restrictive covenants shall be modified to the extent necessary to accomplish such purpose. (b) Executive agrees that Executive shall protect the Company's Confidential Information and shall not disclose to any Person, or otherwise use, except in connection with Executive's duties performed in accordance with this Agreement or otherwise for the Company, any Confidential Information at any time, including following the termination of Executive's employment with the Company for any reason; provided, however, that Executive may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Executive will promptly notify the Company of such order or subpoena to provide the Company an opportunity to protect its interests. Executive will promptly notify the Company of any unauthorized use or disclosure of Confidential Information, or any other breach of this Section 3 and assist the Company in every reasonable way to retrieve any Confidential Information that was used or disclosed by Executive without the Company's specific prior written authorization and to mitigate the harm caused by the unauthorized use or disclosure. Executive's obligations under this Section 3(b) shall survive any expiration or termination of this Agreement Contractor will acquirefor any reason. (c) Upon the termination or expiration of Executive's employment hereunder, confidential information regarding Executive agrees to deliver promptly to the Company all Company files, customer lists, management reports, memoranda, research, Company forms, financial data and reports and other documents supplied to or created by Executive in connection with Executive's employment hereunder (including all copies of the foregoing) in Executive's possession or control, and all of the Company, its clients 's equipment and its business (the "Confidential Information")other materials in Executive's possession or control. Contractor understands and agrees that Contractor shall: (aExecutive's obligations under this Section 3(c) keep such Confidential Information confidential at all times during and after the shall survive any expiration of the term or termination of this Agreement; (b) not disclose or communicate any Confidential Information to any third party, except as required by law; (c) not use any Confidential Information on Contractor's own behalf or on behalf of any third party, except as otherwise expressly authorized in writing by Company; and . (d) not use any Confidential Information to the detriment of Company. 6.2 During the term of this Agreement Term and for a period of one (1) year after the termination Executive's Date of this AgreementTermination (as defined in Section 6), Contractor Executive shall notnot directly or indirectly advise, without the prior written consent of Companyinvest in, engage in own, manage, operate, control, be employed by, provide services to, lend money to, guarantee any activity competitive with the business of Company, its parent or affiliated entities in the State of Hawaii (hereafter referred to as the "Business"). An activity competitive with the Business shall mean becoming an employee, officer, director, contractor or consultant obligation of, or being an investor inlend Executive's name to, or owner of, otherwise assist any corporation, partnership, limited liability company, Person engaged in or other person or entity planning to be engaged in any conduct business whose products, services, or activities compete or will compete in whole or in part with the Company's products, services, or activities in the geographic areas of the world in which competes the Company conducts its principal manufacturing and sales operations as of the Date of Termination (for example, as of the Effective Date, the geographic areas include: China, Brazil, Germany and North America). (e) During the Term and for a period of one (1) year after Executive's Date of Termination, Executive shall not (i) divert or attempt to divert any person, concern or entity which is furnished products or services by the Company, with whom Executive had dealings while employed by the Company, from doing business with the Company or otherwise cause any person, concern or entity with whom he had dealings while employed by the Company to change its relationship with the Company, or (ii) solicit, lure or attempt to hire away any of the employees of the Company with whom Executive interacted directly or indirectly indirectly, while employed with the Business in the State of Hawaii. It is the desire Company. (f) Executive acknowledges that if Executive breaches or threatens to breach this Section 3, Executive's actions may cause irreparable harm and intent of the parties that the provisions of this Paragraph shall be enforced damage to the fullest extent permissible under the laws and public policies of the State of HawaiiCompany that cannot be compensated in damages. Accordingly, if any particular portion of Executive breaches or threatens to breach this Section shall be adjudicated to be invalid or unenforceable, this Section shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable. 6.3 In view of the nature of Contractor's services hereunder and the nature of the Confidential Information that Contractor may receive during the course of the performance of Contractor's services, Contractor agrees that any unauthorized disclosure to third parties of any Confidential Information, Contractor's engagement in any competitive activity, or any other violation, or threatened violation, of this Section 6 would cause irreparable damage to the Company, and that, therefore3, the Company shall be entitled to seek injunctive relief, in addition to any other rights or remedies available to the Company. This is an injunction prohibiting Contractor from independent covenant on the part of Executive and the existence of any such disclosureclaim or cause of action by Executive against the Company, attempted disclosurewhether predicated on this Agreement or otherwise, competitive activity, attempted competitive activity, violation or threatened violation. The undertakings set forth in shall not constitute a defense to the enforcement by the Company of Executive's agreement under this Section 6 shall survive the termination of this Agreement3(f).