CONFIDENTIALITY AND RESTRAINT Sample Clauses

CONFIDENTIALITY AND RESTRAINT. 14.1 It is recorded that in the performance of his duties for the Company anywhere in the world, including those performed in West and East Africa, the Employee will: 14.1.1 acquire knowledge of the know-how, trade secrets and other confidential information of the Company relating to its and associated companies' activities; 14.1.2 derive considerable benefit from the technical and/or business experience which he will obtain from the Company and associated companies. 14.2 For one or more or all of the reasons set forth in 14.1, it is agreed that in order to protect the proprietary interests of the Company and associated companies the Employee shall not: 14.2.1 either during the continuance of his employment or thereafter, divulge or disclose or use any information or knowledge so acquired by him relating to the matters set forth in 14.1.1, to any person whomsoever, whether for his own benefit or otherwise, except to those officials of the Company whose province it is to know the same, or 14.2.2 during the continuance of his employment and for a period of 12 (Twelve) months thereafter, entice or solicit or canvass the services of any person, company or entity with whom the Company or any associated company has a written agreement at the date of termination of the Employee's employment, away from any such company, or accept or be interested in any such services, whether for his own benefit or otherwise. 14.3 The Employee undertakes not to do any of the things set forth in 14.2 either directly or indirectly and whether as a director or partner or owner or principal or agent or representative or shareholder or financier or employee. 14.4 The Employee agrees that: 14.4.1 the restraints set out above are reasonable as to their subject matter, area and duration, to protect the Company's proprietary interests; 14.4.2 each of the restraints set out in clause 14.2 are separate and independent restraints severable from any of the other restraints set out therein; 14.4.3 the time period for which he is restrained from doing any of the things set out above shall be severable as to each calendar month within that period; and 14.4.4 if any one or more of the restraints set out above are invalid or unenforceable for any reason, the validity of any of the other restraints shall not be affected thereby. 14.5 The Employee may request the Company to release the Employee from any or all of the restraints described above or to relax the application of any or all of such restrai...
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CONFIDENTIALITY AND RESTRAINT. 9.1 The parties to this agreement shall, for the duration of this Agreement and after its termination, be required to keep confidential the terms of this Agreement together with the Confirmation of Assignment(s) hereto and the subject matter thereof. 9.2 The parties further agree to keep confidential the parties’ information regarding its business, including but not limited to confidential documentation, software, records, correspondence, marketing and / or financial information, and may not reveal to any person or institution other than persons or institutions employed and/or authorised by both parties, and who are required to know such information for the purpose of their employment and/or association with the business, such information, both during the continuance of the involvement between the parties hereunder or at any time thereafter. 9.3 The Client shall not, for the duration of this Agreement or the Confirmation of Assignment(s) hereto, and for a period of 3 (three) months after termination, directly or indirectly employ, or enter into an employment contract with a temporary employee supplied by the Service Provider without the written consent of the Service Provider. Initial Here 9.4 Should the Client wish to make an offer of employment either directly or indirectly, on a temporary or permanent basis to the Service Provider within the time referred to in Clause 8.3, the Client shall be required to obtain the written consent of the Service Provider, whereupon the Service Provider shall be entitled to charge a fee equal to percent of the annual salary offered to the temporary employee, payable on presentation of invoice.
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CONFIDENTIALITY AND RESTRAINT. 9 15. RETURN OF COMPANY PROPERTY........................................11 16. DOMICILIUM........................................................11 17. GENERAL...........................................................12 THE PARTIES AGREE AS FOLLOWS:
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CONFIDENTIALITY AND RESTRAINT. 14.1 It is recorded that in the performance of his duties in West and East Africa the Employee will: 14.1.1 acquire knowledge of the know-how of the Company relating to its and associated companies' activities; 14.1.2 derive considerable benefit from the technical and/or business experience which he will obtain from the Company and associated companies. 14.2 For one or more or all of the reasons set forth in 14.1, it is agreed, therefore, that in order to protect the proprietary interests of the Company and associated companies the Employee shall not:
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CONFIDENTIALITY AND RESTRAINT. 6.1 The employee shall not disclose to any third party information relating to or documents of any client of the employer, without the written consent of the employer; 6.2 The employee may not render any service or services for reward, directly or indirectly, to any of the employer's clients who are or were clients of the employer during the 3 year period referred to in Clause 4.1 above, for 18 months after the termination of the employee's service with the employer.
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CONFIDENTIALITY AND RESTRAINT. 14 15. DOMICILIUM..............................................................19 16. GENERAL.................................................................20 THE PARTIES AGREE AS FOLLOWS:
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CONFIDENTIALITY AND RESTRAINT. 7.1. The agent agrees that they will not: a) at any time whether during the continuance in force of this agreement or at any time after its cancellation divulge any information for the Company’s affairs or business or method of carrying on business except under compulsion of law or with the Company’s consent; b) during the period of 12 months after the cancellation of this agreement for any reason be associated whether as principals, agents or employees in the manufacture, sale or distribution of any products of a like or similar kind to or designed to perform functions like or similar to the products of the Company of which the agent are at any time selling agent under this agreement without the consent in writing of the Company.
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CONFIDENTIALITY AND RESTRAINT. 13 15. RETURN OF COMPANY PROPERTY .......................................... 16 16.
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CONFIDENTIALITY AND RESTRAINT. 22.1 Each party acknowledges that all material information which has or will come into the possession or knowledge of the other in connection with this agreement or the performance of any obligations hereunder or the Computer Software Program, including without limitation the Intellectual Property of the parties, consists of confidential and proprietary information, which, if disclosed to third parties, might be damaging to the proprietor thereof. 22.2 Both parties therefore agree to hold such material information in the strictest confidence, not to make use thereof other than in the performance of the obligations under this agreement, to release it only to employees requiring such information and not to release or disclose it to any other party; provided, however, that any party shall be entitled to make such disclosures to the extent such party is required to do so by law or legal process. 22.3 Neither party shall use the name of the other in publicity releases or advertising or for other promotional purposes, without securing the prior written approval of the other party, save in such instances as any of the parties are required to make public announcements as a matter of law, regulation or rule of any stock exchange. 22.4 The parties agree that the provisions of the clause shall survive the termination of this agreement.
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Related to CONFIDENTIALITY AND RESTRAINT

  • Confidentiality and Restrictive Covenants (a) The Executive acknowledges that: (i) the Company (which, for purposes of this Section 8 shall include the Company and each of its subsidiaries and affiliates) operates membership warehouse clubs in Central America, Colombia and the Caribbean (the “Business”); (ii) the Company is dependent on the efforts of a certain limited number of persons who have developed, or will be responsible for developing the Company’s Business; (iii) the Company’s Business is international in scope; (iv) the Business in which the Company is engaged is intensely competitive and that Executive’s employment by the Company will require that he have access to and knowledge of nonpublic confidential information of the Company and the Company’s Business, including, but not limited to, certain/all of the Company’s products, plans for creation, acquisition or disposition of products or publications, strategic and expansion plans, formulas, research results, marketing plans, financial status and plans, budgets, forecasts, profit or loss figures, distributors and distribution strategies, pricing strategies, improvements, sales figures, contracts, agreements, then existing or then prospective suppliers and sources of supply and customer lists, undertakings with or with respect to the Company’s customers or prospective customers, and patient information, product development plans, rules and regulations, personnel information and trade secrets of the Company, all of which are of vital importance to the success of the Company’s business (collectively, “Confidential Information”); (v) the direct or indirect disclosure of any Confidential Information would place the Company at a serious competitive disadvantage and would do serious damage, financial and otherwise, to the Company’s business; (vi) by his training, experience and expertise, the Executive’s services to the Company is special and unique; (vii) the covenants and agreements of the Executive contained in this Section 8 are essential to the business and goodwill of the Company; and (viii) if the Executive leaves the Company’s employ to work for a competitive business, in any capacity, it would cause the Company irreparable harm.

  • Confidentiality and Non-Competition To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to result in a Material Adverse Change.

  • Confidentiality and Non-Competitions To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to result in a Material Adverse Change.

  • Confidentiality and Non-Use In consideration of receiving Confidential Information, the QCP and PA agree as follows: a. The Parties hereby acknowledge that any Confidential Information received by either Party is the property of the disclosing Party and the Property Owner, as applicable, and that the receiving Party shall hold confidential and not disclose to any Person, without the prior written consent of the disclosing Party or as otherwise required by law, and if such consent is given, obtain a written commitment from such third party, all Confidential Information and any information about the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the receiving Party or its Representatives; provided, however, that the Parties may disclose such Confidential Information to their Representatives and their potential or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project; b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and, c. The receiving Party shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made by the disclosing Party, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreement. d. In addition to the foregoing, neither Party will use the Confidential Information for any purpose other than directly in connection with the Project and as expressly authorized in writing by the disclosing Party or, if the Confidential Information is the property of the Property Owner, by the Property Owner.

  • Confidentiality and Nondisclosure (a) Each party (the "Receiving Party") hereby acknowledges that it may be exposed to Confidential Information (as defined herein) of the other party (the "Disclosing Party"). Except as provided herein, the parties further acknowledge that such Confidential Information shall not include the existence of this Agreement, but shall include the terms and conditions of this Agreement. Subject to the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information), the Receiving Party agrees to protect the Disclosing Party's Confidential Information to the same extent as the Receiving Party protects its own Confidential Information, but in any event using not less than reasonable care. (b) Each party when acting in the capacity of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's Confidential Information to any person or entity, including customers or potential customers or subscribers of any party, without the express written consent of the Disclosing Party. Upon termination of this Agreement, the Receiving Party shall return to the Disclosing Party all of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction.. (c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm to the Disclosing Party. Remedies at law being inadequate, the provisions of this Section 9 may be enforced by temporary or permanent injunctive relief.

  • Confidentiality and Noncompetition (a) Executive acknowledges that, prior to and during the Term of this Agreement, the Company has furnished and 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 his employment with the Company may 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 good will. (b) Executive agrees that he shall protect the Company's Confidential Information and shall not disclose to any Person, or otherwise use, except in connection with his duties performed in accordance with this Agreement, any Confidential Information; 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's obligations under this Section 4(b) shall survive any expiration or termination of this Agreement, provided that Executive may after such expiration or termination disclose Confidential Information with the prior written consent of the Chairman of the Board. (c) Upon the termination or expiration of his employment hereunder, 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 him in connection with his employment hereunder (including all copies of the foregoing) in his possession or control, and all of the Company's equipment and other materials in his possession or control. Executive's obligations under this Section 4(c) shall survive any expiration or termination of this Agreement. (d) Upon the termination or expiration of his employment under this Agreement, Executive agrees that he shall not enter into or engage in the design, manufacture, marketing or sale of any products similar to those produced or offered by the Company or its affiliates in the area of North America, either as an individual, partner or joint venturer, or as an employee, agent or salesman, or as an officer, director, or shareholder of a corporation for a period of two (2) years from the date of his termination of employment. (e) Executive acknowledges that if he breaches or threatens to breach this Section 4, his actions may cause irreparable harm and damage to the Company which could not be compensated in damages. Accordingly, if Executive breaches or threatens to breach this Section 4, the Company shall be entitled to seek injunctive relief, in addition to any other rights or remedies of the Company. The existence of any claim or cause of action by Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of Executive's agreement under this Section 4(d). 5.

  • Confidentiality and Ownership The Executive acknowledges and agrees that the Confidential Information (as defined in Paragraph 5(A) below) is the property of the Corporation, its subsidiaries and affiliates. Accordingly, the Executive agrees as follows:

  • Confidentiality and Non-Disclosure The Executive hereby agrees at all times during the term of the Employment and after his termination, to hold in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, corporation or other entity without prior written consent of the Company, any Confidential Information. The Executive understands that “Confidential Information” means any proprietary or confidential information of the Company, its affiliates, or their respective clients, customers or partners, including, without limitation, technical data, trade secrets, research and development information, product plans, services, customer lists and customers, supplier lists and suppliers, software developments, inventions, processes, formulas, technology, designs, hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures, franchisees, distributors and other persons with whom the Company does business, information regarding the skills and compensation of other employees of the Company or other business information disclosed to the Executive by or obtained by the Executive from the Company, its affiliates, or their respective clients, customers or partners, either directly or indirectly, in writing, orally or otherwise, if specifically indicated to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential Information shall not include information that is generally available and known to the public through no fault of the Executive.

  • Non Competition and Confidentiality (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16.

  • Confidentiality; Non-Competition (a) Executive agrees that he will not, at any time during or after the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, process, method or means, or any other confidential information concerning the business or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a "trade or business secret, process, method or means, or any other confidential information" shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive's obligation under this Section 4.3 (a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information shall be retained by him. (b) If Executive's employment is terminated for any reason other than for Cause, Executive shall not for a period of one year from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, or joint venturer, (i) perform any services for a competitor which has material operations which directly compete with the Company in the sale of any products sold by the Company at the time of the termination of Executive's employment; (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's contract of employment or agency, as the case may be, with the Company or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein to the contrary, this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporation.

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