Confidentiality; Non-Compete. (a) The Executive agrees that during the Employment Period, or at any time thereafter, he will not, directly or indirectly, use for his own benefit or for the benefit of any third party, or reveal or cause to be revealed to any person, firm, entity or corporation, any Confidential Information (as defined herein) which relates to the Company or its customers. Confidential Information shall include, but not be limited to, trade secrets, supplier lists, customer lists, intellectual property and any other information, whether or not proprietary, which relates to the business of the Company and which otherwise is not considered to be public information; provided, however, that the parties acknowledge that it is not the intention of this paragraph to include within its subject matter (i) information not proprietary to the Company, (ii) information which is then in the public domain, or (iii) information required to be disclosed by law.
(b) The Executive further agrees that during the Employment Period and for a period of eighteen (18) months thereafter, he will not, directly or indirectly, in any manner (i) engage in any business which competes with any business conducted by the Company, and will not, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with any corporation, firm, entity, or business that is so engaged unless duly authorized by written consent of the Company; provided, however, that nothing herein shall prohibit the Executive from owning not more than three (3%) percent of the outstanding stock of any publicly held corporation; (ii) persuade or attempt to persuade any employee of the Company to leave the employ of the Company or to become employed by any other entity; (iii) persuade or attempt to persuade any current customer or former customer to reduce the amount of business it does or intends or anticipates doing with the Company or (iv) take any action which might divert from the Company any opportunity of which he became aware during his employment with the Company which would be within the scope of any of the businesses then engaged in or planned to be engaged in by the Company.
(c) The Executive acknowledges that a violation of any of the covenants contained in this paragraph 8 may cause irreparable injury to the Company and that the Company will be entitled, in addition to any other rights and remedies it may have, to...
Confidentiality; Non-Compete. While employed by the Company and thereafter, Executive shall not disclose any confidential information either directly or indirectly, to anyone (other than the Company, its employees and advisors), or use such information for his own account, or for the account of any other person or entity, without the prior written consent of the Company or except as required by law. This confidentiality covenant has no temporal or geographical restriction. Upon termination of this Agreement, Executive shall promptly supply to the Company all property and any other tangible product or document which has been produced by, received by or otherwise submitted to Executive during or prior to his term of employment, and shall not retain any copies thereof. Executive acknowledges that his services are of special, unique and extraordinary value to the Company. Accordingly, in the event Executive resigns without Good Reason or is terminated for Cause during the term hereof, Executive shall not at any time prior to the first anniversary of the Date of Termination become an employee, consultant, officer, partner or director of any air carrier which competes with the Company (or any of its affiliates) or have any significant interest (I.E., 10% or more of the voting stock) in any such air carrier. Executive agrees that any breach of the terms of this Section 6 would result in irreparable injury and damage for which there would be no adequate remedy at law, and that, in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach or threatened breach, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity. Executive further agrees that the provisions of the covenant not to compete are reasonable. Should a court determine, however, that any provision of the covenant not to compete is unreasonable, either in period of time, geographical area, or otherwise, the parties hereto agree that the covenant should be interpreted and enforced to the maximum extent which such court deems reasonable. The provisions of this Section 6 shall survive any termination of this Agreement and Executive's term of employment. The existence of any claim or cause of action or otherwise, shall not constitute a defense to the enforcement of the covenants and agreements of this Section 6.
Confidentiality; Non-Compete. Employee acknowledges that all Company employees, including Employee, are required to sign the Invention, Non-Disclosure and Non-Competition Agreement in the form attached hereto and incorporated herein as Exhibit A as a condition of employment. If Employee declines to sign the Invention, Non-Disclosure and Non-Competition on or prior to the commencement of his employment hereunder, this Agreement shall be terminated and of no further force and effect, ab initio, and no amount of Base Salary, severance or other compensation or payment shall be due Employee hereunder.
Confidentiality; Non-Compete. Employee acknowledges and affirms his compliance with the Invention, Non-Disclosure and Non-Competition Agreement, which he signed on September 20, 2017 (the “Non-Disclosure Agreement”) and remains a condition of employment.
Confidentiality; Non-Compete. Employee shall not, directly or indirectly, divulge, publish or otherwise reveal to any person, firm, corporation or other entity for any reason or purpose whatsoever, any confidential information related to the Company, except as demanded under power of subpoena or court order, as otherwise required by law, or as authorized in writing by the Company provided that Employee shall give the Company prompt written notice of any subpoena or court order or other legal requirement so that the Company may seek a protective order. Confidential information shall not include any information that, at the time of disclosure, is generally available to the public. Employee further agrees that she will not compete with the Publication either directly or as an employee or independent contractor of a competitor for one year from the date of this Agreement.
Confidentiality; Non-Compete. Non-Solicitation; No Conflict; Non-Disparagement.
Confidentiality; Non-Compete. Any information that involves the Partnership, directly or indirectly, shall be considered Confidential. No Partner may share this Confidential Information with any third party without the written consent of all other Partners.
Confidentiality; Non-Compete. (a) The Executive acknowledges that as a result of his employment with the Company, the Executive has and will continue to have knowledge of, and access to, the proprietary and confidential information of the Company (collectively, the “Confidential Information”). Accordingly, except as otherwise required by law, the Executive shall not, at any time during the term of this Agreement or for a one year period after the termination of this Agreement, use, reveal, report, publish, transfer or otherwise disclose to any Person, any of the Confidential Information without the prior written consent of the Board, except to responsible officers, employees, advisers and consultants of the Company and other responsible persons who are in a contractual or fiduciary relationship with the Company and who have a “need to know” such information for purposes in the best interests of the Company. For purposes hereof; Confidential Information shall not include any information which: (i) at the time of disclosure is within the public domain; (ii) after disclosure becomes a part of the public domain or generally known within the industry through no fault, act or failure to act, error, effort or breach of this Agreement by the Executive; or (c) is required by order, statute or regulation, of any governmental authority to be disclosed to any federal or state agency, court or other body.
(b) If Confidential Information known to the Executive or in his possession is subpoenaed, subject to a demand for production, or any other form of legal process issued with respect to the Confidential Information by any judicial, regulatory, administrative, legislative or governmental authority, or any other Person, the Executive agrees to notify the Company promptly that such subpoena, demand or other legal process has been received. The Executive agrees to use, at the Company’s request and expense, his commercially reasonable efforts, consistent with the requirements of applicable law, to protect the Confidential Information from disclosure and to cooperate with the Company in seeking protection from disclosure of the Confidential Information.
(c) Upon the termination of this Agreement, the Executive shall promptly deliver to the Company all originals and all copies that are in the Executive’s possession or control of the following: all customer lists, drawings, manuals, letters, notes, notebooks, reports and all other materials, including those of a secret or confidential nature, relating to t...
Confidentiality; Non-Compete. (a) Except as necessary in the course of performing its obligations hereunder, neither party shall, at any time during the Term or thereafter, use, divulge, furnish, disclose or make accessible to any person any confidential information or knowledge of the other party (other than information generally known to the public or the industry), including, without limitation, any information relating directly or indirectly to the Testing Business or to any other business of the other party.
(b) OC covenants and agrees that during the Term and for a period of five (5) years after the termination thereof (the “Restricted Period”), except as expressly provided by this Agreement or any Operating Agreement or Licensing Agreement entered into hereunder, neither it nor any of its affiliates shall, directly or indirectly, without the consent of Digi (i) be, or become interested in, associated with or represent, or otherwise manage, operate, control or engage in the Testing Business; provided that, the foregoing shall not restrict OC from the ownership, solely as a passive investment, of 2% or less of any class of publicly-traded securities of a company engaged in the Testing Business; (ii) induce or seek to influence any employee of Digi to terminate his or her employment; or (iii) take any action for the purpose of interfering with any business relationship that Digi has with any other person. The Restricted Period shall be extended by the length of time during which OC or any of its affiliates is in breach of the provisions of this Section 6(b).
(c) Digi covenants and agrees that during the Restricted Period, neither it nor any of its affiliates shall, directly or indirectly, without the consent of OC, (i) be, or become interested in, associated with or represent, or otherwise manage, operate, control or engage in the business of cannabis cultivation; provided that, the foregoing shall not restrict Digi from the ownership, solely as a passive investment, of 2% or less of any class of publicly-traded securities of a company engaged in such business; (ii) induce or seek to influence any employee of OC to terminate his or her employment; or (iii) take any action for the purpose of interfering with any business relationship that OC has with any other person. The Restricted Period shall be extended by the length of time during which Digi or any of its affiliates is in breach of the provisions of this Section 6(c).
(d) Each party acknowledges that the Restricted Period is re...
Confidentiality; Non-Compete. Non-Exclusivity Alliance agrees that all confidential information, specifically knowledge acquired regarding customers or prospects of (BROKER) will not be shared with competitors of (BROKER). (BROKER) agrees that all confidential information, including but not limited to knowledge acquired regarding Alliance's services, systems, protocols, methodologies, procedures, trade secrets, provider directories and discount rates, fees, customers and prospects, will not be shared with competitors of Alliance. (BROKER) further agrees that it will not pursue the sale of Alliance services to Alliance's existing clients or prospects. It is Alliance's responsibility to provide (BROKER) with such customer/prospect information. Failure of Alliance to provide such information in a timely manner shall relieve (BROKER) of its restriction in this regard. Further (BROKER) agrees that it will not on it's own or with others develop any program similar to the Alliance HealthCard at any time during the existence of this agreement or for a period of Twelve (12) months following its termination. Nothing in this agreement establishes an exclusive arrangement between the parties.
