CONFIDENTIALITY; COVENANT NOT TO COMPETE. (a) Executive will execute Confidentiality IP Agreement, provided, however that in the event of any conflict between any specific terms in this Agreement and the Confidentiality IP Agreement, the terms in this Agreement shall control.
(b) During the Employment Period and for a one (1) year period thereafter:
(i) except for ownership of one percent or less of the shares of any company listed on a national or regional stock exchange, Executive will not own any share of stock or other ownership interest, either directly or indirectly, or serve as a director, officer, manager, trustee, partner, employee, independent contractor, agent, or consultant, or otherwise become active or involved in the management, operation, or representation of a business or other enterprise that is engaged in or about to engage in selling, marketing, producing, distributing, leasing, designing, or developing a Competing Product in any Restricted Country, provided, however, that Executive may accept employment with a business organization that is engaged or about to engage in selling, marketing, producing, distributing, leasing, or developing a Competing Product in a Restricted Country if (x) such business organization is diversified to the extent that it has significant operations other than that portion of the business organization that is engaged or about to engage in selling, marketing, producing, distributing, leasing, or developing a Competing Product; (y) during the entire one (1) year period following termination of employment with the Company, Executive will be rendering services to that portion of the business organization that is not engaged or about to engage in selling, marketing, producing, distributing, leasing, or developing a Competing Product and (z) prior to acceptance of employment by Executive with such business organization, separate written assurances satisfactory to the Company shall be received and accepted by the Company from both Executive and the business organization, in each case stating that during the entire one (1) year period following termination of employment with the Company Executive will not be rendering services to any portion of the business organization that, directly or indirectly, is engaged or about to engage in selling, marketing, producing, distributing, leasing, designing, or developing a Competing Product.
(ii) Executive will comply with the provisions of Section 8 of the Confidentiality IP Agreement, provided however:
CONFIDENTIALITY; COVENANT NOT TO COMPETE. (a) The Employee shall not, without the Company’s prior written consent, either directly or indirectly, (i) at any time during the Employee’s employment with the Company or any member of the IR Group and for three years after the Employee’s Termination, disclose any Confidential Information pertaining to the business of the Company or the IR Group, except when required to perform his or her duties to the Company or any member of the IR Group, by law or judicial process; or (ii) for the one year period after the Employee’s Termination (the “Restricted Period”) (A) be engaged in or have a financial interest (other than an ownership position of less than 5% in any company whose shares are publicly traded or any non-voting non-convertible debt securities in any company) in any business which competes with any business of the Company or any member of the IR Group, (B) solicit customers or clients of the Company or any member of the IR Group to terminate their relationship with the Company or any member of the IR Group or otherwise solicit such customers or clients to compete with any business of the Company or any member of IR Group or (C) solicit or offer employment to, or otherwise hire, any person who has been employed by the Company or any member of the IR Group at any time during the twelve months immediately preceding the termination of the Employee’s employment. If the Employee is bound by any other agreement with the Company or any member of the IR Group regarding the use or disclosure of confidential information, the provisions of this paragraph 7 shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information.
(b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area.
(c) For purposes of this Agreement, “Confidential Information” shall mean all non-public information concerning trade secret, know-how, software, developments, inventions, processes, technology, designs, the financial data, strategic business plans or any proprietary or confidential information, documents or materials in any form or media, including any of the foregoing relating to research...
CONFIDENTIALITY; COVENANT NOT TO COMPETE. The parties acknowledge that the Company and its Affiliates have developed and will continue to develop valuable proprietary information, including, but not limited to, client lists and marketing strategies and has devoted significant time, effort and money to identifying and attracting new clients and expanding into new markets. In addition, the parties acknowledge that the Company's and its Affiliates' reputations for quality and service has earned the Company and its Affiliates valuable good will and that the Company's and its Affiliates' recruitment and training of high quality reporting, editorial, sales, marketing and operations personnel is a significant factor in its success. The parties further acknowledge that (i) unauthorized disclosure or use of any of the proprietary information of the Company or any Affiliate, (ii) any attempt to interfere with a business relationship between the Company or any Affiliate, on the one hand, and any clients thereof, on the other hand, (iii) any attempt to thwart, interrupt or prevent the progress of the marketing strategies of the Company or any Affiliate, (iv) any attempt to solicit employees of the Company or any Affiliate, or (v) any attempt to malign or impugn the reputation and good will of the Company or any Affiliate would cause irreparable harm to the Company and its Affiliates. For these reasons, the parties agree that:
(a) During the Employment Period and for an indefinite period thereafter, Executive will not use or disclose any confidential information relating to the business or affairs or products of or services provided by the Company, any Affiliate or any Person having dealings therewith, or permit or encourage the use of such confidential information by another, unless such information, at the time of disclosure, is generally available to the public (other than as a result of disclosure by Executive or another Person who is under an obligation not to disclose such information), it being understood that Executive will have the burden of proving that such information was generally available to the public;
(b) During the Employment Period and at any time prior to the second anniversary of the Termination Date (the "COVENANT PERIOD"), Executive will not promote, participate, engage or have any other interest (whether Executive is acting as owner, partner, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, consultant or in any other capacity) in any business which ...
CONFIDENTIALITY; COVENANT NOT TO COMPETE. The Employee shall not divulge to others any information obtained during the course of Employee's employment relating to the business, operations, customers, proprietary information or trade secrets of the Employer, without the written permission of the Employer. If this Agreement is terminated for any reason other than due to a breach by Employer, the Employee agrees not to own, hold an interest of any kind in, be employed by, operate or manage, directly or indirectly, any business engaged in any type of apparel manufacturing or any business in the same business as the Employer in the state of California for a period of two years from the date of such termination.
CONFIDENTIALITY; COVENANT NOT TO COMPETE. (a) Holdco and each Stockholder acknowledge that Holdco and each Stockholder has or may have access to Confidential Information (as defined below) and that such Confidential Information does and will constitute valuable, special and unique property of the Purchaser. Holdco and each Stockholder agrees that from and after the Closing Date, Holdco and each such Stockholder will not, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of the Purchaser or the Company, or use or otherwise exploit for Holdco’s or such Stockholder’s own benefit or for the benefit of anyone other than the Purchaser or the Company, any Confidential Information. Neither Holdco nor any Stockholder shall have any obligation to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by Law; provided, however, that in the event disclosure is required by applicable Law, Holdco or such Stockholder, as applicable, shall, to the extent legally permissible, provide the Purchaser with prompt notice of such requirement prior to making any disclosure so that the Purchaser may seek an appropriate protective order. For purposes of this Section 9.1, “Confidential Information” shall mean any confidential information with respect to the Business, including, without limitation, methods of operation, customers, and customer lists, products, proposed products, former products, proposed, pending or completed acquisitions of any company, division, product line or other business unit, prices, fees, costs, plans, designs, technology, inventions, trade secrets, know-how, software, marketing methods, policies, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. The term “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement, or (ii) becomes generally available to the public other than as a result of a disclosure by Holdco or a Stockholder not otherwise permissible hereunder.
CONFIDENTIALITY; COVENANT NOT TO COMPETE. 8.1.1 For a period of five years from the date hereof, each Designated Stockholder shall hold in confidence and not directly or indirectly disclosure or use or copy or make lists of any confidential information or proprietary data of the Company or any of its Subsidiaries (including, without limitation, trade secrets), except to the extent (i) authorized in writing by the Board of Directors of the Company, (ii) required by any court or administrative agency, or (iii) reasonably necessary or appropriate in connection with the performance by the Designated Stockholder of his duties (if any) as an officer or director, as the case may be, of the Company or any of its
CONFIDENTIALITY; COVENANT NOT TO COMPETE. 16.01 Manufacturer shall treat and maintain, and cause its employees and agents to treat and maintain, as Purchaser's confidential property, and not use or disclose to others during the Term hereof and for three (3) years following termination of this Agreement any information (including any technical information, experience or data) regarding Purchaser's products, plans, programs, operations, or customers which may be heretofore or hereafter disclosed to, or come within the knowledge of, Manufacturer, its directors, officers, employees or agents in the performance of this Agreement, without in each instance securing the prior written consent of Purchaser.
CONFIDENTIALITY; COVENANT NOT TO COMPETE. You acknowledge that much of the information imparted to you by us is confidential, constitutes trade secrets and remains the sole exclusive property of Franchisor. Confidential Information includes: (1) ingredients, recipes, and methods of preparation of food products; (2) methods of operation of FRULLATI CAFE AND BAKERY restaurants; (3) information about products, services, or procedures before they become public knowledge; and (4) other information disclosed to you through confidential notifications and the confidential Operations Manuals. You further acknowledge that our Confidential Information and trade secrets are unique and novel to Franchisee. You shall not disclose any such information, except as authorized by us. You shall return all materials such as manuals (including the Operations Manuals), recipes, menus, brochures and the like, and other materials received from us, to us upon the termination of this Agreement for any cause.
CONFIDENTIALITY; COVENANT NOT TO COMPETE. (a) Because the work for which Consultant has been employed by Company and the work for which he is being engaged, pursuant to this Agreement, has and will include knowledge and information including, without limitation, customer, supplier, sales and pricing information, research and development, business plans, and organizational and personnel information of a private, confidential or secret nature, belonging to or entrusted to Company, its affiliates and subsidiaries, Consultant specifically covenants and agrees to hold such knowledge and information in confidence, and shall not during or subsequent to either his employment with Company or his retention as a Consultant to Company, except as required in the conduct of Company's business or as otherwise first authorized in writing by Company, publish, disclose or make use of, or authorize anyone else to publish, disclose or make use of, any such information or knowledge which in any way relates to the business of Company. All documents and written information including, but not limited to, notes, sketches, manuals, blueprints, notebooks, and records embodying Company business or industrial property, and such documents and written information obtained by Consultant while employed by Company, shall be the exclusive property of Company and, to the extent not delivered to Company upon termination of employment with Company, shall be delivered by Consultant to Company upon termination of this Agreement.
(b) Consultant agrees that during the term of this Agreement, Consultant shall not engage in any occupation requiring Consultant's services for a business which is competitive with the business conducted by Company or any of its affiliates or subsidiaries, except with the prior written consent of Company.
(c) During the period of this Agreement and for eighteen (18) months following termination thereof, Consultant further agrees not to solicit, interfere with, or endeavor to entice away, any employees or customers of Company, its affiliates or subsidiaries, or to interfere with the business relationship between Company, its affiliates, subsidiaries, and any customer, supplier or other person, firm or corporation without the prior written consent of Company.
(d) Consultant agrees that, in the event of any violation of the restrictions referred to in this paragraph 6, Company shall be entitled to preliminary and permanent injunctive relief, which right shall be cumulative and in addition to any other rights or rem...
CONFIDENTIALITY; COVENANT NOT TO COMPETE. (a) Seller hereby agrees that it shall treat all Confidential Information in a confidential manner, not use any Confidential Information for its own or a third party’s benefit and not communicate or disclose, orally or in writing, any Confidential Information to any Person, either directly or indirectly, under any circumstances without the prior written consent of Buyer.
(b) Seller and Shareholders shall not, and shall cause all of their respective Affiliates to not, during the Noncompete Period, directly or indirectly, for itself or for any other Person, either as a principal, shareholder, member, agent, manager, consultant, employee, contractor, owner, partner, director, officer or in any other capacity, engage in Competition (as defined below) with Buyer, any member of Company Group or any of their respective Affiliates (the “Protected Entities”). For purposes of this Agreement, “Competition” shall mean any of the following (but in all cases, only after Xx. Xxxx Xxxxxxxxx is no longer a member of Buyer’s board of directors, shall specifically exclude activities of Colby Metal, Inc. and MSN41, LLC that are generally consistent with past practices of Colby Metal, Inc. and MSN41, LLC, and any services performed by any Shareholder for Colby Metal, Inc., or MSN41, LLC):
