Confidentiality; Non-Compete; Non-Solicitation. In further consideration for the payment of the Purchase Price hereunder and in order to protect the value of the Shares purchased by Buyer (including, without limitation, the goodwill inherent in each of the Group Companies as of the Closing Date), upon the Closing of the transactions contemplated by this Agreement, the Selling Shareholders hereby agree as follows:
(a) As an owner of the Shares, and/or an employee of the Company or a Company Subsidiary, each Selling Shareholder has had access to and contributed to information and materials of a highly sensitive nature (including Confidential Information, as defined below) of the Group Companies. Each Selling Shareholder agrees that unless such Selling Shareholder first secures the written consent of an authorized representative of the Buyer, such Selling Shareholder shall not use for his or anyone else, and shall not disclose to others, any Confidential Information, except as may be necessary for him to carry out his duties or except to the extent such use or disclosure is required by law or order of any governmental authority (in which event such Selling Shareholder shall, to the extent practicable, inform the Company and the Buyer in advance of any such required disclosure, shall cooperate with the Company and Buyer in all reasonable ways in obtaining a protective order or other protection in respect of such required disclosure, and shall limit such disclosure to the extent reasonably possible while still complying with such requirements). Each Selling Shareholder shall use reasonable care to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft.
(b) Each Selling Shareholder further agrees that, at any time requested, such Selling Shareholder shall promptly deliver to the Company and Buyer all Confidential Information and other Intellectual Property of the Group Companies in such Selling Shareholder’s possession and control and all copies thereof, in whatever form or medium, including, without limitation, written records, optical and magnetic media, and all other materials containing or embodying any such Intellectual Property. If the Company or Buyer requests, the Selling Shareholder shall promptly provide written confirmation that such Selling Shareholder has returned all such materials.
(c) Each Selling Shareholder agrees that each Group Company have received from third parties their confidential or proprietary information subject to a duty on each...
Confidentiality; Non-Compete; Non-Solicitation. (a) The Members acknowledge that, from time to time, they may receive information from or concerning the Company, PubCo and/or their subsidiaries in the nature of trade secrets or that otherwise is confidential, the release of which may damage the Company, PubCo and/or their subsidiaries or Persons with which it does business. Each Member shall hold in strict confidence any information that it receives concerning the Company, PubCo and/or their subsidiaries that is identified as being confidential and may not disclose it to any Person other than a Member or a Manager, except for disclosures (i) compelled by law (but the Member must notify the Company and the other Members promptly of any request for that information, before disclosing it, if legal and practicable), (ii) to advisers or representatives of the Member or Persons to whom that Member’s Units may be Transferred as permitted by this Agreement, but only if the recipients have agreed to be bound by the provisions of this Section 3.12(a), (iii) of information that the Member also has received from a source independent of the Company or any of its subsidiaries that the Member reasonably believes obtained that information without breach of any obligation of confidentiality, (iv) of information that is or becomes publicly available other than in connection with a breach of this Section 3.12(a) or (v) to such Member’s investors, representatives, attorneys, and Affiliates, but only if the recipients have agreed to be bound by this Section 3.12(a) (or provisions comparable hereto). Notwithstanding anything contained herein to the contrary, in no event shall any provision of this Agreement, including this Section 3.12(a), restrict PubCo or its successors and assigns from making any public disclosures it deems necessary, advisable or desirable in connection with PubCo’s compliance with applicable law (including securities laws) and any corresponding rules and regulations (including the rules of any stock exchange on which securities of a Ranger IPO Entity are trading), or any Member or the Company from sharing any such information with the Ranger IPO Entities or otherwise cooperating with PubCo or its successors and assigns in the making of any such disclosures.
Confidentiality; Non-Compete; Non-Solicitation. 6.1 Any commercial information, technical information, trade secrets, inventions, formulas, software, databases, operations, customers, business methods or practices (“Confidential Information”) of the Company which is acquired, including without limitation in writing, orally or by electronic means, by the Consultant from the Company (or vice versa), during the term of this Agreement shall be kept confidential, and shall not be disclosed to any third party.
6.2 Each party shall return to the other the Confidential Information obtained from the other upon the termination of this Agreement, and shall not utilize this Confidential Information for any purpose.
6.3 Confidential Information does not include any information that at the time of disclosure to the receiving party (a) is generally available to and known by the public (other than as a result of a disclosure by the receiving party or any of its representatives), or (b) was available to the receiving party on a non-confidential basis from a source that is not and was not prohibited from disclosing such information to the receiving party by a contractual, legal or fiduciary obligation.
6.4 If the Consultant is required by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process to disclose any of the Confidential Information, the disclosing party shall provide the non-disclosing party with written notice of such requirement no less than ten (10) business days prior to disclosing any Confidential Information.
6.5 During the Term of this Agreement and for three (3) years after its expiration (“Restricted Period”) the Consultant will not, directly or indirectly, individually or as part of or on behalf of any other person, company, employer or other entity hire or attempt to solicit for hire or encourage to end his or her relationship with the Company, any person who has been employed by the Company at any time within the twelve (12) months prior to such action (“Covered Employee”), any customer or former customer that was directly serviced or contacted by the Consultant (the “Covered Customers”). If during the Restricted Period any Covered Employee accepts employment with the Consultant or Covered Customer utilizes and business entity owned by, represented by or for which the Consultant is an agent, it will be presumed that the Covered Employee was hired or the Covered Customer was solicited in violation of this provision (“Presumption”). This Presumption may...
Confidentiality; Non-Compete; Non-Solicitation. 6.1 Any commercial information, technical information, trade secrets, inventions, formulas, software, databases, operations, customers, business methods or practices (“Confidential Information”) of the Company which is acquired, including without limitation in writing, orally or by electronic means, by the Consultant from the Company (or vice versa), during the term of this Agreement shall be kept confidential, and shall not be disclosed to any third party.
6.2 Each party shall return to the other the Confidential Information obtained from the other upon the termination of this Agreement, and shall not utilize this Confidential Information for any purpose.
6.3 Confidential Information does not include any information that at the time of disclosure to the receiving party (a) is generally available to and known by the public (other than as a result of a disclosure by the receiving party or any of its representatives), or (b) was available to the receiving party on a non-confidential basis from a source that is not and was not prohibited from disclosing such information to the receiving party by a contractual, legal or fiduciary obligation.
6.4 If the Consultant is required by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process to disclose any of the Confidential Information, the disclosing party shall provide the non-disclosing party with written notice of such requirement no less than ten (10) business days prior to disclosing any Confidential Information.
Confidentiality; Non-Compete; Non-Solicitation. (a) You acknowledge that the Company is in the information services business and that as a consultant you will be familiar in detail with the activities of the Company and will participate in formulating the activities; that you will continue to be familiar in detail with the activities and future plans of the Company as they continue to develop during your consulting term; and that your position will give you a thorough knowledge of the Company's customers, suppliers and servicing and marketing operations and will place you in close and continuous contact with the Company's customers and suppliers. You further acknowledge that if you were to compete with the Company by organizing, directing, advising, assisting or becoming an employee of or consultant to any business entity, as defined below, competing with the Company, you could do great harm to the Company and would materially diminish or destroy the value to the Company of its customer and supplier relationships and servicing and marketing arrangements. Accordingly, during the term of this agreement and for a period of one (1) year immediately following the termination thereof (the term of this agreement and the subsequent one (1) year period being collectively referred to as the "Covenant Period") unless otherwise consented to by the Company in writing, you shall not, within any city, town or county in which the Company or any of its affiliates conducts or does any business, directly or indirectly, either for yourself or as an officer, director, stockholder, partner, associate, employee, consultant, agent, independent contractor, or representative, become or be interested in or associated with any other business or business entity, as defined below (except a parent, subsidiary or affiliate of the Company), which is engaged directly or indirectly in any line of business which is competitive with any line of business in which the Company may be engaged at the time of termination of your consulting services hereunder; provided, that the you shall be permitted to own less than a 5% interest as a stockholder (and in no other capacity) in a company which is listed on any stock exchange or recognized over-the-counter market system even though it may be in competition with the Company. The restrictions of this Section 2 shall not apply in the event of a Change of Control or termination of this Agreement by the Company without cause. As used in this Agreement, the term "business entity" shall include, but not ...
Confidentiality; Non-Compete; Non-Solicitation. (a) Employee shall maintain as confidential all nonpublic information related to the Company, its operations, finances, strategies, business practices, properties, personnel and assets. Employee agrees that his breach of his confidentiality obligations constitutes a material breach, entitling Employer, at its sole option, injunctive relief and/or damages against Employee in addition to other remedies available at law or in equity.
(b) For a period of two (2) years from the date hereof, Employee will not offer to acquire or acquire, directly or indirectly, oil and gas properties or interests which the Company has, or has had, an interest in acquiring during the period Employee was employed by the Company. On or before November 4, 2008 the Company shall provide Employee with a list of oil and gas properties which the Company has considered acquiring during the period of Employee's employment with the Company.
(c) For a period of two (2) years from the date hereof, Employee agrees not to solicit for employment or to employ any of the current employees of the Company without obtaining the prior written consent of the Company, which consent may be withheld by the Company in its sole discretion.
Confidentiality; Non-Compete; Non-Solicitation. Notwithstanding anything herein to the contrary, a Grantee shall forfeit any and all rights to all vested and unvested Phantom Profits Interest Units if the Grantee violates the terms of any confidentiality, non-solicitation and non-competition provisions of any agreement between the Grantee and the Company, if applicable.
Confidentiality; Non-Compete; Non-Solicitation. Executive acknowledges that Executive has complied with all of the provisions of Section 8 of Executive’s Employment Agreement (collectively, the “Executive Confidentiality Obligations”). Executive understands and agrees that Executive will continue to be bound by the Executive Confidentiality Obligations following the Separation Date. Executive understands and agrees that a breach of any continuing obligation contained in the Executive Confidentiality Obligations shall also constitute a breach of this Agreement, and could result in the discontinuation of any benefits Executive is receiving pursuant to Section 2 of this Agreement. Notwithstanding the foregoing, Executive understands that Executive will not be held criminally or civilly liable under any U.S. Federal or State trade secret law for the disclosure of a trade secret that is made either in confidence to a U.S. Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, Executive understands an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to a court order.
Confidentiality; Non-Compete; Non-Solicitation. Following the date hereof, Remenda shall continue to be bound by the provisions of Section 7.2, and Articles 8 and 9, of the Employment Agreement in accordance with the terms thereof; provided, however, that following the date hereof, the term “Competitor” as used in the Employment Agreement shall be amended to mean any entity or person engaged in any cannabis business in the State of Nevada, including, without limitation (i) testing cannabis (including hemp) or products derived from cannabis, or (ii) providing any predictive, molecular or genomic tools or similar services relating to the cultivation or processing of cannabis or cannabis products.
Confidentiality; Non-Compete; Non-Solicitation. (a) Xx. Xxxxx recognizes and acknowledges that during his employment by the Companies, Xx. Xxxxx had access to, worked with and became familiar with the Companies' Confidential Information, and that he was called upon to establish close relationships with the Companies' Customers and co-workers.
