Confidentiality Non Competition Non Solicitation. A. The Executive acknowledges that:
1. the business of providing care support services and health support services in which the Company is engaged (the “Business”) is intensely competitive and that the Executive’s employment by the Company will require that the Executive have access to and knowledge of confidential information of the Company relating to its business plans, financial data, marketing programs, client information, contracts and other trade secrets, in each case other than as and to the extent such information is generally known or publicly available through no violation of this Agreement by the Executive;
2. the use or disclosure of such information other than in furtherance of the Business may place the Company at a competitive disadvantage and may do damage, monetary or otherwise, to the Business; and
3. the engaging by the Executive in any of the activities prohibited by this Section shall constitute improper appropriation and/or use of such information. The Executive expressly acknowledges the trade secret status of the Company’s confidential information and that the confidential information constitutes a protectable business interest of the Company. Other than as may be required in the performance of his duties, Executive expressly agrees not to divulge such confidential information to anyone outside the Company without prior permission.
B. The “Company” (which shall be construed to include the Company, its subsidiaries and their respective affiliates) and the Executive agree that for a period of eighteen (18) months after the Date of Termination if the Executive’s employment is terminated under Sections VI(C), (D), (E), (F) or (H), and for a period of twenty-four (24) months after the Date of Termination if the Executive’s employment is terminated under Section VI(G), the Executive shall not:
1. engage in Competition, as defined below, with the Company or its subsidiaries within any market where the Company is conducting the Business at the time of termination of the Executive’s employment hereunder. For purposes of this Agreement, “Competition” by the Executive shall mean the Executive’s being employed by or acting as a consultant or lender to, or being a director, officer, employee, principal, agent, stockholder, member, owner or partner of, or permitting his name to be used in connection with the activities of any entity engaged in the Business, provided that, it shall not be a violation of this sub-paragraph for the Executive to bec...
Confidentiality Non Competition Non Solicitation. (a) From and after the date hereof, each Seller shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning Buyer, the Company and the Company Subsidiaries, except to the extent that such Seller can show that such information: (i) is generally available to and known by the public through no fault of any Seller or any of their respective Affiliates or Representatives or (ii) is lawfully acquired by such Seller, any of its Affiliates or their respective Representatives from and after the date hereof from sources that are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If any Seller or any of its Affiliates or their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, such Seller shall promptly notify Buyer in writing and shall disclose only that portion of such information that such Seller is advised by its counsel is legally required to be disclosed, provided that such Seller shall use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.
(b) Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the “Non-Compete Period”), it shall not, other than solely through its direct or indirect ownership of Buyer’s capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India: (i) own, manage, operate or control any business which competes with any Combined Business or (ii) be or become a shareholder, partner, member or owner of any Person who is engaged in any Combined Business; provided, however that nothing in this Agreement shall:
(i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged;
(ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller’s business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and
(ii...
Confidentiality Non Competition Non Solicitation. (a) During the Agency's business association with Company, Company may have disclosed, and may disclose, to the Agency, or may have given the Agency access to, customer files and lists, vendor files and lists, trade secrets, intellectual property, proprietary information, inventions, financial information and marketing, sales and billing techniques owned or developed by Company, and other information regarding the business, process or products of Company which is treated by Company as confidential or which the Agency has reasonable basis to believe is confidential ("Confidential Information").
(b) The Agency agrees to use Confidential Information solely in connection with its business association with Company for Company's sole benefit, to maintain any Confidential Information in the strictest of confidence, and not to use, disclose or publish any such Confidential Information, directly or indirectly, in any other manner whatsoever.
Confidentiality Non Competition Non Solicitation. (a) Executive acknowledges that: (i) the Executive has, and his employment hereunder will require that Executive continue to have, access to and knowledge of Confidential Information (as hereinafter defined); (ii) the direct and indirect disclosure of any such Confidential Information to existing or potential competitors of the Company or its subsidiaries would place the Company at a competitive disadvantage and would do damage, monetary or otherwise, to the Company’s businesses; and (iii) the engaging by Executive in any of the activities prohibited by this Section 9 may constitute improper appropriation and/or use of such Confidential Information. Executive expressly acknowledges that the Confidential Information constitutes a protectable business interest of the Company.
Confidentiality Non Competition Non Solicitation. The parties acknowledge that the Executive and the Parent Company, in anticipation of the Executive’s employment by the Company, entered into the Letter Agreement, which contains, among others, certain confidentiality, non-competition and non-solicitation provisions in paragraphs 5 through 10. The parties hereby agree that paragraphs 5 through 10 of the Letter Agreement shall be incorporated herein by reference as if fully set forth herein, except that the references to the “Company” in the Letter Agreement shall be deemed to be to the Company for the purposes of this Agreement.
Confidentiality Non Competition Non Solicitation. Executive would be subject to certain confidentiality provisions, as well as non-competition and non-solicitation restrictions for a period of one (1) year following termination of employment with the Company, provided that the non-competition and non-solicitation restrictions would not apply if Executive is terminated without Cause or terminates his employment for Good Reason or upon termination of the employment agreement upon exercise of the right to terminate the automatic extensions in Section 2 above.
Confidentiality Non Competition Non Solicitation. In consideration for the benefits provided under this Long Term Performance Award, you hereby acknowledge and agree that:
Confidentiality Non Competition Non Solicitation a. The Company and Executive acknowledge and agree that the terms and conditions described in Section VIII of the Employment Agreement shall terminate and be of no further force or effect as of the Separation Date, and that such terms and conditions are replaced in their entirety by the provisions of this Section 7.
b. For purposes of this Agreement, the term:
Confidentiality Non Competition Non Solicitation. (a) Employee recognizes and acknowledges that he has had access to certain information of members of the Company Group (as hereinafter defined) and that such information is confidential and constitutes valuable, special and unique property of such members of the Company Group. Employee shall not, directly or indirectly, at any time after the Effective Date, disclose,
Confidentiality Non Competition Non Solicitation. Executive shall comply with all of the terms of that certain nondisclosure and noncompete agreement, of even date hereof, by and between Executive and the Company, a copy of which is attached hereto as Exhibit E.
