Confidentiality and Restrictive Covenant. The Employee acknowledges that as a condition of his employment he is required to maintain the confidentiality of the Company's confidential and proprietary information and, accordingly, acknowledges that he is a party to and continues to be bound by the Confidentiality and Restrictive Covenant Agreement dated as of April 30, 2004 between the Company and the Employee.
Confidentiality and Restrictive Covenant. The Employee acknowledges that as a condition of his employment he is required to maintain the confidentiality of the Company's affairs and, accordingly, agrees to execute a Confidentiality and Restrictive Covenant Agreement in the form attached hereto as Schedule C.
Confidentiality and Restrictive Covenant. (a) During the Employment Period and for a period of twenty-four (24) months immediately following the termination of the Executive’s employment or after any salary continuance, the Executive agrees to maintain in strict confidence the Proprietary Information and Intellectual Property and that he will not engage in or have any financial interest in any business enterprise in competition with the Company. For purposes of this Section 9, the Executive shall be deemed to be engaged in or have a financial interest in a business enterprise if he is an employee, officer, director, trustee, agent, consultant or partner of any person which is engaged in such business, or if he owns, directly or indirectly, stock or securities convertible into or exchangeable for stock or otherwise has any equity or beneficial interest in such person; provided, that the ownership of 5% or less of the outstanding shares of a class of security, which is regularly traded on a national securities exchange or quoted in an automated inter-dealer quotation system, shall not be deemed to be engaging or having a financial interest in the business of such person or entity.
(b) During the Term and for a period of one (1) year immediately following the termination of the Executive’s employment or salary continuance, the Executive agrees that he will not directly or indirectly hire or solicit any employee of the Company or who was an employee, consultant or independent contractor of the Company at any time within the six-month period immediately prior thereto or encourage an employee, consultant, independent contractor or agent of the Company to terminate such employment or agency relationship.
(c) The Executive acknowledges and agrees that the restrictive covenants set forth in this Section 9. (the “Restrictive Covenants”) are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full force and effect, without regard to the invalid or unenforceable parts.
(d) If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable for any reason, such court shall have the power to modify such Restrictive Covenant, or any part thereof, and, in its modified form, such Restrictive Covenant shall then be valid and enforceable.
Confidentiality and Restrictive Covenant. 9.1 The Executive will not at any time, whether while employed by the Company or thereafter, reveal to any person, firm or entity any trade or business secrets or confidential, secret or privileged information about the business of the Company or its subsidiaries or affiliates or its officers, directors, employees or shareholders except as shall be required by law or in the proper conduct of the Company's business.
9.2 For a period of one hundred eighty (180) days following any termination of this Agreement, the Executive shall not recruit, attempt to hire, direct, assist others in recruiting or hiring, or encourage any employee of the Company to terminate his employment with the Company or to accept employment with any subsequent employer or business with whom the Executive is affiliated or receiving compensation in any way.
Confidentiality and Restrictive Covenant. (a) It is specifically understood and agreed that some of the Company's business activities are secret in nature and constitute trade secrets, including but not limited to the Company's "know-how," methods of business and operations, and property and financial analyses and reports (all such information, "PROPRIETARY INFORMATION"). All of the Company's Proprietary Information is and shall be the property of the Company for its own exclusive use and benefit, and Executive agrees that he will hold all of the Company's Proprietary Information in strictest confidence and will not at any time, either during or after his employment by the Company, use or permit the use of the same for his own benefit or for the benefit of others unless authorized to do so by the Company's written consent or by a contract or agreement to which the Company is a party or by which it is bound. The provisions of this Section 9 shall perpetually survive the termination of the Agreement.
(b) For a period of two (2) years following any termination of this Agreement, the Executive shall not recruit, attempt to hire, direct, assist others in recruiting or hiring, or encourage any employee of the Company to terminate his employment with the Company or to accept employment with any subsequent employer or business with whom the Executive is affiliated or receiving compensation in any way.
Confidentiality and Restrictive Covenant. (a) It is specifically understood and agreed that some of the Company's business activities are secret in nature and constitute trade secrets, or are otherwise confidential and/or proprietary in nature, including but not limited to the Company's "know-how," methods of business and operations, and property and financial analyses and reports (all such information, "Proprietary Information"). All of the Company's Proprietary Information is and shall be the sole property of the Company for its own exclusive use and benefit, and Executive agrees that upon termination of his employment for any reason whatsoever, he shall return to the Company all Proprietary Information in his possession or under his control. Executive further agrees that he shall hold all of the Company's Proprietary Information in strictest confidence and shall not at any time, either during or after her employment by the Company, use or disclose, or permit the use or disclosure of, the same for his own benefit or for the benefit of others, unless authorized to do so by the Company's written consent or by a contract or agreement to which the Company is a party or by which it is bound. The provisions of this Section 8 shall perpetually survive the termination of the Agreement, and Executive shall likewise be bound by all other agreements between he and the Company relating in any way to the protection of the Company's Proprietary Information.
(b) For a period of two (2) years following any termination of this Agreement, the Executive shall not recruit, attempt to hire, direct, assist others in recruiting or hiring, or encourage any employee of the Company to terminate his employment with the Company or to accept employment with any subsequent employer or business with whom the Executive is affiliated or receiving compensation in any way.
Confidentiality and Restrictive Covenant. 9.1 Each of HAN and JHCSI is sensitive to the confidential nature of their relationship to each other, to QualCare and to Guardian as provided in this Agreement. Consequently, it is hereby agreed as follows: Neither HAN nor JHCSI will, directly or indirectly, at any time reveal or make known to any person, firm, corporation or business organization, any customer lists, trade secrets or any secret or confidential information of any kind (collectively, "Confidential Information") used by the other party (the "Protected Party") and made known to HAN or JHCSI by reason of this Agreement or the activities of the Joint Venture with respect to Guardian or QualCare. The obligations of this Section 9.1 shall not apply to any Confidential Information which
(a) was demonstrably known to the other party prior to learning it from the Protected Party;
(b) was known or generally available to the public or becomes known or generally available to the public through no breach of this Agreement;
(c) is demonstrably learned or developed by any party from sources independent of the Protected Party;
(d) a Joint Venturer discloses to its officers, directors, employees or professional consultants in connection with the conduct of such Joint Venturer's business activities (provided that each such person shall be made aware of the confidential nature of such information and the requirement that it not be disclosed to third parties);
(e) a Joint Venturer is required disclose to any governmental agency or court of law or by legal process (in which case, the disclosing party will attempt to provide the Protected Party notice and reasonable opportunity under the circumstances to object); or
(f) a Joint Venturer discloses in connection with the prosecution or defense of a litigation by or among the Joint Venturers, Xxxxxx and/or the Joint Venture.
9.2 During the term of this Agreement, neither HAN, Xxxxxx nor JHCSI will, directly or indirectly, offer to provide PPO health care cost containment services to Guardian within the State of New Jersey which is in competition with the Services offered to Guardian by the Joint Venture through the HAN/QualCare Agreement. The services provided to Guardian pursuant to the JHCSI/Medichoice Agreement shall not be deemed to violate the provisions of this Section 9.2.
9.3 In the event of any conflict between the provisions of this Section 9 and the provisions of paragraph 8.3 of the JHCSI/Xxxxxx Agreement dated June 7, 1994, such provisions of the JHCS...
Confidentiality and Restrictive Covenant. Agreement This Confidentiality and Restrictive Covenant Agreement (“Agreement”), dated as of June 22, 2022 (the “Effective Date”), is entered into between Pagaya Technologies US LLC having a place of business at 00 Xxxx Xxxxxx, Xxx Xxxx, XX (“Employer”), and Xxxxxxx Xxxxxxxxx (“Employee” or “You”). Employer and Employee shall collectively be referred to as the “Parties.”
Confidentiality and Restrictive Covenant. (a) It is specifically understood and agreed that some of the Company's business activities are secret in nature and constitute trade secrets, including but not limited to the Company's "know-how," methods of business and operations, and customer lists (all such information, "Proprietary Information"). All of the Company's Proprietary Information is and shall be the property of the Company for its own exclusive use and benefits, and Xxxxx agrees that he will hold all of the Company's Proprietary Information in strictest confidence and will not at any time, either during or after his employment by the Company, use or permit the use of the same for his own benefit or for the benefit of others unless authorized to do so by the Company's written consent or by a contract or agreement to which the Company is a party or by which it is bound. The provisions of this Section 6 shall survive the termination of this Agreement.
(b) For a period of two years following any termination of this Agreement, Xxxxx shall not recruit, attempt to hire, direct, assist others in recruiting or hiring, or encourage any employee of the Company to terminate his employment with the Company or to accept employment with any subsequent employer or business with whom Xxxxx is affiliated or receiving compensation.
Confidentiality and Restrictive Covenant. 6.1. Under this Agreement and after termination thereof, you agree to use any and all confidential information, with which you may or will become familiar as a result of your employment with the Company, only for the benefit of the Company or its Affiliates (the Company and its Affiliates being the “Baxter Group” and each individually being a “Baxter Group Member”) and not to disclose it to any third parties, except in the necessary course of business for and on behalf of the Company or its Affiliates. All information relating to the Company or its Affiliates that is not generally known to the public (including any product or pricing information, client contacts or other client related information, any information relating to the Company’s or any Affiliate’s operations, business or market strategy) disclosed to you in the course of your employment in the Company remains the property of the Company and you must not use such information in any way other than in the discharge of your duties to the Company.
6.2. You also acknowledge and agree that should you be engaged directly or indirectly in any capacity in any business in competition with a Baxter Group Member, you are likely to be placed in a position of conflict requiring you to apply, use or disclose any confidential 000 Xxxxx Xxxx #00-00/00, Xxxxxxx Xxxx, Xxxxxxxxx 000000 T (00) 0000 0000 F(65)6222 9870 information and/or your personal knowledge and/or influence over any employee or customer of the Company, in breach of your obligations to the Company. In recognition of this, you agree to comply with the obligations set out in the remainder of this below.
6.3. You must not at any time within 12 months from the date when your employment with the Company terminates:
6.3.1. directly or indirectly offer to employ or engage;
6.3.2. directly or indirectly induce or seek to induce or persuade; or
6.3.3. assist any person (whether by supplying of names, or expressing views on their suitability, remuneration or otherwise) to induce, seek to induce or persuade, any person employed or engaged at the time by a Baxter Group Member (i) who could materially damage the interest of the Baxter Group Member in maintaining the stability of its workforce if the person were to leave the employment or engagement of the Baxter Group Member; or (ii) for whom you have had responsibility or with whom you have worked and about whom you have received confidential information or personal knowledge during the period of 12 months pri...
