Confidentiality; Non-Competition. (a) Executive agrees that he will not, at any time during or after the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, process, method or means, or any other confidential information concerning the business or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a "trade or business secret, process, method or means, or any other confidential information" shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive's obligation under this Section 4.3 (a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information shall be retained by him. (b) If Executive's employment is terminated for any reason other than for Cause, Executive shall not for a period of one year from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, or joint venturer, (i) perform any services for a competitor which has material operations which directly compete with the Company in the sale of any products sold by the Company at the time of the termination of Executive's employment; (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's contract of employment or agency, as the case may be, with the Company or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein to the contrary, this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporation.
Appears in 3 contracts
Samples: Employment Agreement (Foamex International Inc), Employment Agreement (Foamex International Inc), Employment Agreement (Foamex International Inc)
Confidentiality; Non-Competition. (a) The Executive agrees that he will not, at any time during the Term of Employment or after thereafter, disclose or use any proprietary or confidential information of the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, process, method or means, Company or any other confidential information concerning the business subsidiary or policies Affiliate of the Company, which he may have learned in connection with obtained during the course of his employment, except as required in the course of such employment or with the written permission of the Company or, as applicable, any subsidiary or Affiliate of the Company or as may be required by law, provided that, if the Executive receives legal process with regard to disclosure of such information, he shall promptly notify the Company and cooperate with the Company in seeking a protective order. For purposes of this Agreementpurpose, a "trade proprietary or business secret, process, method or means, or any other confidential information" shall mean include "know how," trade secrets, customer lists, pricing policies, operational methods, technical processes, formulae, inventions, research projects or other information regarding the financial and include written information reasonably treated as confidential business affairs of the Company that have not been disclosed to the public or as within the business community (other than due to a trade secret breach by the Company. Executive's obligation under Executive of this Section 4.3 12).
(ab) shall not apply to any information which (i) is known publicly; (ii) is in The Executive agrees that at the public domain or hereafter enters time of the public domain without the fault termination of Executive; (iii) is known to Executive prior to his receipt of such information from employment with the Company, as evidenced by written records whether at the instance of the Executive or (iv) is hereafter disclosed to Executive by a third party not under an obligation the Company, and regardless of confidence the reasons therefor, he will deliver to the Company. Executive agrees , and not keep or deliver to remove from anyone else, any and all notes, files, memoranda, papers and, in general, any and all physical matter containing information, including any and all documents significant to the premises of the Company, except as an employee of the Company in pursuit conduct of the business of the Company or except as specifically permitted in writing by the Company, any document subsidiary or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property Affiliate of the Company. Upon termination of Company which are in his employment hereunderpossession, Executive shall forthwith deliver to except for any documents for which the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and or any other documents subsidiary or property made or held by him or under his control in relation to the business or affairs Affiliate of the Company, and no copy of any such confidential information shall be retained by him.
(b) If Executive's employment is terminated for any reason other than for Cause, Executive shall not for a period of one year from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, or joint venturer, (i) perform any services for a competitor which Company has material operations which directly compete with the Company in the sale of any products sold by the Company given written consent to removal at the time of the termination of the Executive's employmentemployment and his personal rolodex, personal files, phone book and similar items.
(c) During the Term, the Executive shall not, directly or indirectly, on his own behalf or on behalf of any other person or entity, enter the employ of, or render any services to, any person, firm or corporation engaged in any business competitive with the business then being conducted by the Company or any of its then subsidiaries or affiliates; (ii) solicit the Executive shall not engage in such business on the Executive's own account; and the Executive shall not become interested in any such business, directly or induceindirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or in any manner attempt other relationship or capacity; PROVIDED, HOWEVER, that nothing contained in this Section 12(c) shall be deemed to solicit prohibit the Executive from acquiring, solely as an investment, up to five percent (5%) of the outstanding shares of capital stock of any public corporation. In addition, the Executive shall, at all times, be subject to the noncompetition, confidentiality and ownership of inventions covenants required pursuant to the Management Incentive Plan.
(d) The Executive agrees that the Company's remedies at law would be inadequate in the event of a breach or induce, any person employed by, or as agent ofthreatened breach of this Section 12; accordingly, the Company shall be entitled, in addition to terminate such person's contract of employment or agencyits rights at law, as to seek an injunction and other equitable relief without the case may be, with the Company or (iii) divert, or attempt need to divert, any person, concern, or entity from doing business with the Company, nor will he attempt to induce any such person, concern or entity to cease being post a customer or supplier of the Company. Notwithstanding anything herein to the contrary, this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporationbond.
Appears in 3 contracts
Samples: Employment Agreement (Sunbeam Corp/Fl/), Employment Agreement (Sunbeam Corp/Fl/), Employment Agreement (Sunbeam Corp/Fl/)
Confidentiality; Non-Competition. (a) Executive agrees that -------------------------------- he will not, at any time during or after the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, any information pertaining to any business process, method or means, any customer lists, details of contracts with or requirements of customers, any other confidential information concerning the business or policies of pertaining to the Company's financial records, which he may have learned in connection with his employment. For purposes of this Agreementcomputer systems and software, a "trade sales or business secret, process, method or meansmarketing plans, or any other confidential information" shall mean and include written information reasonably treated as confidential or as a trade secret by the Company, which he may have learned or acquired in connection with his employment (collectively, "Confidential Information"). Executive's obligation under this Section 4.3 (a4.03(a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the CompanyCompany or any predecessor of the Company with which he was employed, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party which, to Executive's knowledge, is not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any document notes, memoranda, papers, documents, correspondence or other object writing (which shall include information recorded or stored in writing, on magnetic tape or disc, or otherwise stored for reproduction, whether by mechanical or electronic means and whether or not such reproduction will result in a permanent record being made) containing or reflecting any such confidential informationConfidential Information ("Documents"). Executive recognizes that all such documents and objectsDocuments, whether developed by him or by someone else, will be the sole and exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential informationConfidential Information, including without limitation all lists of customersDocuments, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information Confidential Information shall be retained by him.
(b) If Upon any termination of Executive's employment is terminated for any reason other than for Causewith the Company, the Executive shall not not, for a period of one year from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venture or joint venturerotherwise, (i) perform engage in any services for business activities which are competitive, to a competitor which has material operations which directly compete extent, with the Company in the sale any substantial type or kind of any products sold business activities conducted by the Company at the time of such termination (provided that Executive may own, directly or -------- indirectly, up to 1% of the termination outstanding capital stock of Executive's employmentany business having a class of capital stock which is traded on any national stock exchange or in the over-the-counter market); (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's contract of employment or agency, as the case may be, with the Company or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein .
(c) Executive agrees that, at any time and from time to time during and after the contraryTerm, he will execute any and all documents which the Company may deem reasonably necessary or appropriate to effectuate the provisions of this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporation4.03.
Appears in 3 contracts
Samples: Employment Agreement (Knoll Inc), Employment Agreement (Knoll Inc), Employment Agreement (Knoll Inc)
Confidentiality; Non-Competition. (a) Executive agrees that he will not, at any time during or after the Term, other than in the ordinary course of performing his duties for the Company, make use of or divulge to any other person, firm or corporation any trade or business secret, process, method or means, or any other confidential information concerning the business or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a "“trade or business secret, process, method or means, or any other confidential information" ” shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive's ’s obligation under this Section 4.3 (a4.3(a) shall not apply to any information which (i) is known publiclypublicly (including information known publicly within the relevant trade or industry); (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company, as evidenced by written records of Executive Executive; or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as a director or an employee of the Company in pursuit the performance of the business of his duties for the Company and its affiliates or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information shall be retained by him; provided, however, that nothing herein shall prevent Executive from retaining (i) his papers and other materials of a personal nature, including, without limitation, photographs, correspondence, personal diaries, calendars, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of his business expenses, (iii) information that is necessary for tax purposes, and (iv) copies of plans, programs, policies and agreements relating to his employment, or termination thereof, with the Company and its affiliates. Anything herein or elsewhere to the contrary notwithstanding, the provision of this Section 4.3(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with jurisdiction to order Executive to disclose or make accessible any information or (ii) with respect to any other litigation, arbitration or mediation involving this Agreement or any other agreement between the parties, including, without limitation, the enforcement of such agreements.
(b) If Executive's ’s employment is terminated for any reason during the Term other than for Cause, Executive shall not for a period of one year two years from the date of such termination, which period will be reduced to one year in the event that such termination occurs in connection with an IT Non-Renewal Notice (as defined in Section 5.5(b)), directly or indirectly, whether as an employee, consultant, independent contractor, partner, or joint venturer, (i) perform any services for a competitor which has material operations which directly compete with the Company in the sale of any products sold by the Company at the time of the termination of Executive's employment’s employment (“Competitive Business”); (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's ’s contract of employment or agency, as the case may be, with the Company Company; or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt solicit or cause any other person or entity to induce solicit any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein to the contrary, this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 51% of the outstanding voting securities of any publicly held corporationentity.
(c) In the event of any conflict between the provisions of this Section 4.3 and the provisions of any other Company agreement, plan, policy, program or arrangement, whether entered into before, on or after the date of this Agreement, the provisions of this Section 4.3 shall control, unless Executive has expressly agreed in writing that the conflicting provision will override or amend this Section 4.3.
Appears in 3 contracts
Samples: Employment Agreement (Foamex International Inc), Employment Agreement (Foamex International Inc), Employment Agreement (Foamex International Inc)
Confidentiality; Non-Competition. (a) Executive agrees that he will not, at any time during or after the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, process, method or means, or any other confidential information concerning the business or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a "trade or business secret, process, method or means, or any other confidential information" shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive's obligation under this Section 4.3 (a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information shall be retained by him.
(b) If Executive's employment is terminated for any reason other than for Cause, Executive shall not for a period of one year two years from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, or joint venturer, (i) perform any services for a competitor which has material operations which directly compete with the Company in the sale of any products sold by the Company at the time of the termination of Executive's employment; (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's contract of employment or agency, as the case may be, with the Company or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein to the contrary, this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporation.
Appears in 3 contracts
Samples: Employment Agreement (Foamex International Inc), Employment Agreement (Foamex Capital Corp), Employment Agreement (Foamex Capital Corp)
Confidentiality; Non-Competition. (a) Executive agrees that he she -------------------------------- will not, at any time during or after the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, any information pertaining to any business process, method or means, customer lists, details of contracts with or requirements of customers, any information pertaining to accounting methods, practices and procedures, financial records or financial condition, computer systems and software, sales or marketing plans, acquisition plans or candidates, Intellectual Property, as hereinafter defined, of the Company or any other confidential information concerning the business subsidiaries or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a "trade or business secret, process, method or meansAffiliates, or any other confidential information" shall mean and include written information reasonably treated as confidential or as a trade secret by the CompanyCompany or any of its subsidiaries or Affiliates, which she may have learned or acquired in connection with her employment (collectively, "Confidential information"). Executive's obligation under this Section 4.3 (a4.03(a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his her receipt of such information from the CompanyCompany or any predecessor of the Company with which she was employed, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party which, to Executive's knowledge, is not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any document notes, memoranda, papers, documents, correspondence or other object writing (which shall include information recorded or stored in writing, on magnetic tape or disc, or otherwise stored for reproduction, whether by mechanical or electronic means and whether or not such reproduction will result in a permanent record being made) containing or reflecting any such confidential informationConfidential Information ("Documents"). Executive recognizes that all such documents and objectsDocuments, whether developed by him her or by someone else, will be the sole and exclusive property of the Company. Upon termination of his her employment hereunder, Executive shall forthwith deliver to the Company all such confidential informationConfidential Information, including without limitation all lists of customersDocuments, correspondence, accounts, records and any other documents or property made or held by him her or under his her control in relation to the business or affairs of the Company, and no copy of any such confidential information Confidential Information shall be retained by himher.
(b) If Executive acknowledges and agrees that the Company owns all writings, trade names, trademarks, service marks, copyrights, database rights, domain name rights and other intellectual property and material registered or registrable or otherwise protected or protectable under state, federal or foreign patent, trademark, copyright or similar laws, including, without limitation, analytics, software, programs and models owned, developed or utilized by or on behalf of the Company or any of its subsidiaries or Affiliates in connection with its business (collectively "Intellectual Property"). Executive further agrees that she shall not at any time assert, and hereby waives, any claim of right against the Company or any of its subsidiaries, Affiliates or licensees with respect to the Intellectual Property.
(c) Upon any termination of Executive's employment is terminated for any reason other than for Causewith the Company, the Executive shall not not, for a period of one year from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venture or joint venturerotherwise, (i) perform engage in any services for business activities which are competitive, to a competitor which has material operations which directly compete extent, with the Company in the sale any substantial type or kind of any products sold business activities conducted by the Company or any of its subsidiaries or Affiliates at the time of such termination (provided that Executive may own, directly or indirectly, up to 1% of the termination outstanding capital stock of Executive's employmentany business having a class of capital stock which is traded on any national stock exchange, interdealer quotation system or in the over-the-counter market); (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company or any of its subsidiaries or Affiliates to terminate such person's contract of employment or agency, as the case may be, with the Company or any of its subsidiaries or Affiliates or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the CompanyCompany or any of its subsidiaries or Affiliates, nor will he she attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein Company or any of its subsidiaries or Affiliates.
(d) Executive agrees that, at any time and from time to time during and after the contraryTerm, she will execute any and all documents which the Company may deem reasonably necessary or appropriate to effectuate the provisions of this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporation4.03.
Appears in 1 contract
Samples: Employment Agreement (Knoll Inc)
Confidentiality; Non-Competition. (a) Executive agrees that he will not, at any time during or after the Term, other than in the ordinary course of performing his duties for the Company, make use of or divulge to any other person, firm or corporation any trade or business secret, process, method or means, or any other confidential information concerning the business or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a "“trade or business secret, process, method or means, or any other confidential information" ” shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive's ’s obligation under this Section 4.3 (a4.3(a) shall not apply to any information which (i) is known publiclypublicly (including information known publicly within the relevant trade or industry); (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company, as evidenced by written records of Executive Executive; or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as a director or an employee of the Company in pursuit the performance of the business of his duties for the Company and its affiliates or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information shall be retained by him; provided, however, that nothing herein shall prevent Executive from retaining (i) his papers and other materials of a personal nature, including, without limitation, photographs, correspondence, personal diaries, calendars, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of his business expenses, (iii) information that is necessary for tax purposes, and (iv) copies of plans, programs, policies and agreements relating to his employment, or termination thereof, with the Company and its affiliates. Anything herein or elsewhere to the contrary notwithstanding, the provision of this Section 4.3(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with jurisdiction to order Executive to disclose or make accessible any information or (ii) with respect to any other litigation, arbitration or mediation involving this Agreement or any other agreement between the parties, including, without limitation, the enforcement of such agreements.
(b) If Executive's ’s employment is terminated for any reason during the Term other than for Cause, Executive shall not for a period of one year from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, partner or joint venturer, (i) perform any services for a competitor which has material operations which directly compete with the Company in the sale of any products sold by the Company at the time of the termination of Executive's employment’s employment (“Competitive Business”); (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's ’s contract of employment or agency, as the case may be, with the Company Company; or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt solicit or cause any other person or entity to induce solicit any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein to the contrary, this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 51% of the outstanding voting securities of any publicly held corporationentity.
(c) In the event of any conflict between the provisions of this Section 4.3 and the provisions of any other Company agreement, plan, policy, program or arrangement, whether entered into before, on or after the date of this Agreement, the provisions of this Section 4.3 shall control, unless Executive has expressly agreed in writing that the conflicting provision will override or amend this Section 4.3.
Appears in 1 contract
Confidentiality; Non-Competition. (a) Executive The Employer and the Employee acknowledge that the services to be performed by the Employee under this Agreement are unique and extraordinary and, as a result of such employment, the Employee will be in possession of confidential information relating to the business practices of the Company. The term "confidential information" shall mean any and all information (oral and written) relating to the Company or any of its affiliates, or any of their respective activities, other than such information which can be shown by the Employee to be in the public domain (such information not being deemed to be in the public domain merely because it is embraced by more general information which is in the public domain) other than as the result of breach of the provisions of this Section 7(a), including, but not limited to, information relating to: trade secrets, personnel lists, financial information, research projects, services used, pricing, customers, customer lists and prospects, product sourcing, marketing and selling. The Employee agrees that he will not, during or for a period of two years after the termination of employment, directly or indirectly, use, communicate, disclose or disseminate to any person, firm or corporation any confidential information regarding the clients, customers or business practices of the Company acquired by the Employee during his employment by Employer, without the prior written consent of Employer; provided, however, that the Employee understands that Employee will be prohibited from misappropriating any trade secret at any time during or after the Term, make use termination of or divulge to any other person, firm or corporation any trade or business secret, process, method or means, or any other employment. Nothing contained herein shall prohibit Employee from disclosing confidential information concerning the business if it is required by applicable law, court order or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a "trade government or business secret, process, method or means, or any other confidential information" shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive's obligation under this Section 4.3 (a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information shall be retained by himregulatory body.
(b) If Executive's employment is terminated for any reason other than for Cause, Executive shall not for a period of one year from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, or joint venturer, (i) perform any services for a competitor which has material operations which directly compete with the Company in the sale of any products sold by the Company at the time of the termination of Executive's employment; (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's contract of employment or agency, as the case may be, with the Company or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein to the contrary, this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporation.
Appears in 1 contract
Samples: Employment Agreement (Take Two Interactive Software Inc)
Confidentiality; Non-Competition. (a) Executive As used herein, the term Confidential Information shall mean and include the Company's Business, marketing activities and strategies, customers, product development plans, supplier and vendor information, forecasts, strategies and financial plans, know-how, information techniques and data, databases, trade secrets, names and expertise of employees and consultants, proprietary data, processes and technology.
(b) Contractor agrees that he will keep confidential all of the Confidential Information provided to him, regardless of form, and will not, at without the express prior written consent of the Company, disclose, reveal, or communicate all or any time during or after portion of the Term, make use of or divulge Confidential Information to any other person, firm or corporation any trade or business secretother than to persons (including officers, processDirectors, method or meansemployees, or any other confidential information concerning the business or policies of the Companyaffiliates, which he may have learned and subcontractors) who shall assist Contractor in connection with his employment. For purposes of this Agreement, a "trade or business secret, process, method or means, or any other confidential information" shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive's obligation under this Section 4.3 (a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence providing services to the Company. Executive agrees not to remove from the premises Contractor shall inform each of such persons of the Company, except as an employee existence of the Company confidentiality provisions of this Agreement and prior to disclosure of any Confidential Information to them shall secure their written agreement (substantially in pursuit the form of the business confidentiality provisions of this Agreement) to adhere to the terms thereof. Contractor shall advise the Company of the Company or except as specifically permitted in writing by names and addresses of all persons to whom he has provided Confidential Information, the Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property nature of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records Confidential Information provided and any other documents or property made or held by him or under his control in relation to the business or affairs a copy of the Company, and no copy of any written agreement entered into with such confidential information shall be retained by himperson.
(bc) If Executive's employment is terminated for Contractor agrees that he will not at any reason other than for Cause, Executive shall not for a period of one year from the date of such terminationtime use, directly or indirectly, whether as an employeein any manner or for any purpose, consultantother than in connection with providing services to the Company, independent contractor, partner, Confidential Information in any activities now or joint venturer, hereafter conducted by Contractor.
(d) Contractor further agrees: (i) perform not to at any services time utilize the Confidential Information, without the express prior written consent of the Company, in an effort to solicit any customer, subscriber or advertiser, for a competitor any business, information, opinions or otherwise or solicit the employment of any employee of the Company or of any of its subsidiaries or affiliates through which has material operations it may conduct its activities, and (ii) to promptly return any Confidential Information (including all copies of such Confidential Information, none of which directly compete shall be retained by Contractor) to the Company following termination of this Agreement with the Company to provide consulting services to the Company. Alternatively, upon the request of the Company, Contractor shall certify that he has permanently deleted from his electronic storage media or is otherwise unable to access all Confidential Information (without retaining copies thereof) and shall provide similar certificates from any person to whom he has provided Confidential Information with the consent of the Company.
(e) Contractor and each person to whom Contractor discloses any Confidential Information recognizes that money damages would not be a sufficient and total remedy in the sale event of any products sold breach of this Agreement. The Company shall be entitled to injunctive relief and to specific performance, in addition to all other equitable remedies, damages, and all other rights and remedies provided by law in the event that Contractor violates this Agreement. Contractor shall pay all expenses incurred by the Company at in enforcing this Agreement or seeking damages or other relief for a breach or threatened breach of this Agreement.
(f) The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party. No course of conduct by any party hereto shall be deemed an amendment of this Agreement.
(g) Contractor agrees to comply with the time following restrictions during the term of this Agreement and for a period of 18 months after the expiration of the termination of Executive's employment; Term.
(iiA) solicit Contractor will not, either individually or inducein conjunction with any person, as principal, agent, director, officer, employee, investor or in any other manner attempt to solicit whatsoever, directly or induceindirectly, engage in or become financially interested in any person employed by, or as agent of, the Company to terminate such person's contract of employment or agency, as the case may be, engaged in activities in competition with the Company Business anywhere in the world (a "Competitive Business"). The foregoing will not prevent Contractor from holding:
(i) any class of publicly held shares of a company, partnership or (iii) divertother organization provided that Contractor, alone or attempt to divert, in conjunction with any other affiliated person, concern, will not directly or entity from doing business with the Company, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein to the contrary, this Section 4.3(b) shall not prevent Executive from acquiring securities representing not indirectly hold more than 5% of the outstanding voting securities shares of any publicly held corporationsuch class; nor
(ii) any common shares of the Company. Contractor acknowledges that the Business is Internet based and that a Competitive Business may be based anywhere in the world. Contractor therefore agrees that its covenant contained in this paragraph is appropriate in the circumstances;
(B) Contractor will not, either directly or indirectly, on his own behalf or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate to any Competitive Business, any Business or actively sought prospective Business of the Company or any customers with whom the Company has current agreements relating to the Business of or with whom Contractor has dealt, or with whom Contractor has supervised negotiations or business relations, or about whom Contractor has acquired Confidential Information in the course of its employment;
(C) Contractor will not, either directly or indirectly, on his own behalf or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert, or hire away, any independent contractor or any person employed by the Company or persuade or attempt to persuade any such individual to terminate his or her contract or employment with the Company.
(D) Upon termination of this Agreement, in addition to the Contractor's obligations under paragraph 5(d) above, Contractor will immediately return to the Company all Company property in his possession, including all written information, tapes, discs or memory devices and copies thereof, and any other material on any medium in his possession or control pertaining to the Business of the Company, without retaining any copies or records of any Confidential Information whatsoever. Contractor will immediately return any keys, pass cards, identification cards or other property belonging to the Company.
Appears in 1 contract
Confidentiality; Non-Competition. As a condition to PriceLine's willingness to enter into this Agreement and in partial consideration of the grant of the PriceLine Founders Shares and the Option, the Employee agrees to the covenants and restrictions set forth in this Section 6.
(a) Executive The Employee agrees that that, during the Term and for a period of two (2) years thereafter, he will shall not, at any time during directly or after the Termindirectly, make use of induce or divulge to any other person, firm solicit (or corporation any trade authorize or business secret, process, method or means, or any other confidential information concerning the business or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a "trade or business secret, process, method or means, or any other confidential information" shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive's obligation under this Section 4.3 (a) shall not apply to any information which (i) is known publicly; (ii) is assist in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy taking of any such confidential information shall be retained actions by himany third party) any em ployee or consultant of PriceLine or any of its affiliates to leave his or her business association with such entity.
(b) If ExecutiveThe Employee acknowledges and agrees that, during the course of the provision of the Employee's employment services to PriceLine, the Employee may be exposed to confidential, proprietary or sensitive data and information con cerning the business and affairs of PriceLine, and that all such data and informa tion constitutes a protectable business interest of PriceLine. In furtherance of such business interest, the Employee is terminated contemporaneously herewith executing and delivering to PriceLine the standard consultant confidentiality agreement for PriceLine (the "Confidentiality Agreement").
(c) The Employee agrees that he will not at any reason other than for Causetime during the Term and, Executive shall not (i) for a period of one (1) year from following the date Date of such terminationTermination, directly di rectly or indirectly, whether own any interest in, operate, join, control or participate as an employeea director, consultantstockholder, independent contractorowner, partner, principal, officer or joint ventureragent of, (i) enter into the employment of, act as a consultant to, or perform any services for a competitor which has material operations which directly compete with the Company for, any entity that is engaged anywhere in the sale United States of any products sold by the Company at the time of the termination of Executive's employment; (ii) solicit or induce, or America in any manner attempt a business substantially similar to solicit or induce, any person employed by, or as agent of, the Company PriceLine whereby customers are directed to terminate make an offer to purchase goods and services and such person's contract of employment or agency, as the case may be, with the Company or (iii) divert, or attempt demand is provided to divert, any person, concern, or entity from doing business with the Company, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Companypotential sellers. Notwithstanding Notwith standing anything herein to the contrary, this Section 4.3(b) 6 shall not prevent Executive the Employee from acquiring securities representing not more than 5% one percent (1%) of the outstanding voting securities of any publicly held corporation. It is the desire and intent of the parties that the provisions of this Section 6(c) shall be enforced to the fullest extent permitted under applicable law. If all or part of this Section 6(c) is held invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. If any part of this Section 6(c) is ultimately determined to be excessively broad as to duration, scope, activity or subject, such part will be construed by limiting and reducing it so as to be enforceable to the maximum extent compatible with applicable law.
(d) The Employee acknowledges and agrees that each of the covenants set forth in this Section 6 and in the Confidentiality Agreement are reasonable and necessary for the protection of PriceLine's business interests, that irreparable injury will result to PriceLine if the Employee breaches any of the terms of said covenants, and that in the event of the Employee's actual or threat ened breach of any such covenants, PriceLine will have no adequate remedy at law. The Employee accordingly agrees that in the event of any actual or threat ened breach by the Employee of any of said covenants, PriceLine shall be entitled to immediate injunctive and other equitable relief without bond and without the necessity of showing actual monetary damages. Notwithstanding the provisions of Section 13 hereof, such equitable relief may be sought in any court of competent jurisdiction. Nothing contained herein shall be construed as prohibiting PriceLine from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages which it is able to prove.
(e) The provisions of this Section 6 shall survive the expiration or termination of this Agreement, and any of the arrangements contained herein, and shall be binding upon the Employee's corporate or personal successors and as signs.
Appears in 1 contract
Confidentiality; Non-Competition. (a) Executive agrees that he will not, at any time during or after the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, process, method or means, or any other confidential information concerning the business or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a "trade or business secret, process, method or means, or any other confidential information" shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive's obligation under this Section 4.3 (a4.3(a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information shall be retained by him.
(b) If Executive's employment is terminated (i) by the Company for any reason Cause, (ii) by the Executive other than for CauseGood Reason, or (iii) by the Company without Cause or by the Executive for Good Reason within six months after the Effective Date, the Executive shall not for a period of one year two years from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, or joint venturer, (i) perform any services for a competitor any entity which has material operations which directly compete with the Company in the sale of any products sold by the Company at the time of the termination of Executive's employment; (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's contract of employment or agency, as the case may be, with the Company or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. If Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason more than six months after the Effective Date, the Executive shall be subject to the restrictions described in the preceding sentence for a period of one year from the date of such termination. In the event of a termination by the Company without Cause or by the Executive for Good Reason, the restrictions described in the two preceding sentences shall apply only if Executive is paid the severance described in Section 5.5(b) hereof. Notwithstanding anything herein to the contrary, this Section 4.3(b) shall not prevent the Executive from acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporation.
(c) Executive agrees that, at any time and from time to time during and for two years after the Term, he will execute any and all documents which the Company may deem reasonably necessary or appropriate to effectuate the provisions of this Section 4.3.
Appears in 1 contract
Confidentiality; Non-Competition. (a) Executive agrees that he she will not, at any time during or after the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, any information pertaining to any business process, method or means, customer lists, details of contracts with or requirements of customers, any information pertaining to accounting methods, practices and procedures, financial records or financial condition, computer systems and software, sales or marketing plans, acquisition plans or candidates, Intellectual Property, as hereinafter defined, of the Company or any other confidential information concerning the business subsidiaries or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a "trade or business secret, process, method or meansAffiliates, or any other confidential information" shall mean and include written information reasonably treated as confidential or as a trade secret by the CompanyCompany or any of its subsidiaries or Affiliates, which she may have learned or acquired in connection with her employment (collectively, “Confidential information”). Executive's ’s obligation under this Section 4.3 (a4.03(a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his her receipt of such information from the CompanyCompany or any predecessor of the Company with which she was employed, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party which, to Executive’s knowledge, is not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any document notes, memoranda, papers, documents, correspondence or other object writing (which shall include information recorded or stored in writing, on magnetic tape or disc, or otherwise stored for reproduction, whether by mechanical or electronic means and whether or not such reproduction will result in a permanent record being made) containing or reflecting any such confidential informationConfidential Information (“Documents”). Executive recognizes that all such documents and objectsDocuments, whether developed by him her or by someone else, will be the sole and exclusive property of the Company. Upon termination of his her employment hereunder, Executive shall forthwith deliver to the Company all such confidential informationConfidential Information, including without limitation all lists of customersDocuments, correspondence, accounts, records and any other documents or property made or held by him her or under his her control in relation to the business or affairs of the Company, and no copy of any such confidential information Confidential Information shall be retained by himher.
(b) If Executive acknowledges and agrees that the Company owns all writings, trade names, trademarks, service marks, copyrights, database rights, domain name rights and other intellectual property and material registered or registrable or otherwise protected or protectable under state, federal or foreign patent, trademark, copyright or similar laws, including, without limitation, analytics, software, programs and models owned, developed or utilized by or on behalf of the Company or any of its subsidiaries or Affiliates in connection with its business (collectively “Intellectual Property”). Executive further agrees that she shall not at any time assert, and hereby waives, any claim of right against the Company or any of its subsidiaries, Affiliates or licensees with respect to the Intellectual Property.
(c) Upon any termination of Executive's ’s employment is terminated for any reason other than for Causewith the Company, the Executive shall not not, for a period of one year from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venture or joint venturerotherwise, (i) perform engage in any services for a competitor business activities which has material operations which directly compete are competitive with the Company in the sale any substantial type or kind of any products sold business activity conducted by the Company or any of its subsidiaries or Affiliates at the time of such termination (provided that Executive may own, directly or indirectly, up to 1% of the termination outstanding capital stock of Executive's employmentany business having a class of capital stock which is traded on any national stock exchange, interdealer quotation system or in the over-the-counter market); (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company or any of its subsidiaries or Affiliates to terminate such person's ’s contract of employment or agency, as the case may be, with the Company or any of its subsidiaries or Affiliates or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the CompanyCompany or any of its subsidiaries or Affiliates, nor will he she attempt to induce any such person, concern or entity to cease being a customer or supplier of the CompanyCompany or any of its subsidiaries or Affiliates.
(d) Executive agrees that, at any time and from time to time during and after the Term, she will execute any and all documents which the Company may deem reasonably necessary or appropriate to effectuate the provisions of this Section 4.03. Notwithstanding anything herein Additionally, Executive will at all times comply with Xxxxx, Inc.’s standard policies and procedures for employees including, without limitation, the Xxxxx, Inc. Xxxxxxx Xxxxxxx Policy, the Xxxxx, Inc. Code of Ethics and the Xxxxx, Inc. Foreign Corrupt Practices Act Policy and agrees to execute and deliver each of these documents to the contrary, this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporationCompany.
Appears in 1 contract
Samples: Employment Agreement (Knoll Inc)
Confidentiality; Non-Competition. (a) Executive agrees that he will not, at any time during or after the Term, other than in the ordinary course of performing his duties for the Company, make use of or divulge to any other person, firm or corporation any of the Company’s confidential or proprietary trade or business secret, process, method or means, or any other confidential information concerning the business or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a "“trade or business secret, process, method or means, or any other confidential information" ” shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive's ’s obligation under this Section 4.3 (a4.3(a) shall not apply to any information which (i) is known publiclypublicly (including information known publicly within the relevant trade or industry); (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company, as evidenced by written records of Executive Executive; or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as a director or an employee of the Company in pursuit the performance of the business of his duties for the Company and its affiliates or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information shall be retained by him; provided, however, that nothing herein shall prevent Executive from retaining (i) his papers and other materials of a personal nature, including, without limitation, photographs, correspondence, personal diaries, calendars, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of his business expenses, (iii) information that is necessary for tax purposes, and (iv) copies of plans, programs, policies and agreements relating to his employment, or termination thereof, with the Company and its affiliates. Anything herein or elsewhere to the contrary notwithstanding, the provision of this Section 4.3(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with jurisdiction to order Executive to disclose or make accessible any information or (ii) with respect to any other litigation, arbitration or mediation involving this Agreement or any other agreement between the parties, including, without limitation, the enforcement of such agreements.
(b) If Executive's ’s employment is terminated for any reason during the Term other than for Cause, Executive shall not for a period of (i) two years from the date of such termination if such termination occurs prior to the first anniversary of the Effective Date or (ii) one year from the date of such terminationtermination if such termination occurs at any time on or after the first anniversary of the Effective Date, directly or indirectly, whether as an employee, consultant, independent contractor, partner, or joint venturer, (iA) perform any services for a competitor which has material operations which directly compete with the Company in the sale of any products sold by the Company at the time of the termination of Executive's employment’s employment (“Competitive Business”); (iiB) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's ’s contract of employment or agency, as the case may be, with the Company Company; or (iiiC) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt solicit or cause any other person or entity to induce solicit any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein to the contrary, this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 51% of the outstanding voting securities of any publicly held corporationentity.
(c) In the event of any conflict between the provisions of this Section 4.3 and the provisions of any other Company agreement, plan, policy, program or arrangement, whether entered into before, on or after the date of this Agreement, the provisions of this Section 4.3 shall control, unless Executive has expressly agreed in writing that the conflicting provision will override or amend this Section 4.3.
Appears in 1 contract
Confidentiality; Non-Competition. (a) Executive The Employer and the Employee acknowledge that the services to be performed by the Employee under this Agreement are unique and extraordinary and, as a result of such employment, the Employee will be in possession of confidential information relating to the business practices of the Company. The term "confidential information" shall mean any and all information (verbal and written) relating to the Company or any of its affiliates, or any of their respective activities, other than such information which can be shown by the Employee to be in the public domain (such information not being deemed to be in the public domain merely because it is embraced by more general information which is in the public domain) other than as the result of breach of the provisions of this Section 7(a), including, but not limited to, information relating to: trade secrets, personnel lists, financial information, research projects, services used, pricing, customers, customer lists and prospects, product sourcing, marketing and selling and servicing. The Employee agrees that he will not, during or for a period of two years after the termination of employment, directly or indirectly, use, communicate, disclose or disseminate to any person, firm or corporation any confidential information regarding the clients, customers or business practices of the Company acquired by the Employee during his employment by Employer, without the prior written consent of Employer; provided, however, that the Employee understands that Employee will be prohibited from misappropriating any trade secret at any time during or after the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, process, method or means, or any other confidential information concerning the business or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a "trade or business secret, process, method or means, or any other confidential information" shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive's obligation under this Section 4.3 (a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information shall be retained by himemployment.
(b) If Executive's employment is terminated for any reason other than for Cause, Executive shall not for a period of one year from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, or joint venturer, (i) perform any services for a competitor which has material operations which directly compete with the Company in the sale of any products sold by the Company at the time of the termination of Executive's employment; (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's contract of employment or agency, as the case may be, with the Company or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein to the contrary, this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporation.
Appears in 1 contract
Samples: Employment Agreement (Take Two Interactive Software Inc)
Confidentiality; Non-Competition. (a) Executive agrees that -------------------------------- he will not, at any time during or after the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, any information pertaining to any business process, method or means, any customer lists, details of contracts with or requirements of customers, any other confidential information concerning the business or policies of pertaining to the Company's financial records, which he may have learned in connection with his employment. For purposes of this Agreementcomputer systems and software, a "trade sales or business secret, process, method or meansmarketing plans, or any other confidential information" shall mean and include written information reasonably treated as confidential or as a trade secret by the Company, which he may have learned or acquired in connection with his employment (collectively, "Confidential Information"). Executive's obligation under this Section 4.3 (a4.03(a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the CompanyCompany or any predecessor of the Company with which he was employed, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party which, to Executive's knowledge, is not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any document notes, memoranda, papers, documents, correspondence or other object writing (which shall include information recorded or stored in writing, on magnetic tape or disc, or otherwise stored for reproduction, whether by mechanical or electronic means and whether or not such reproduction will result in a permanent record being made) containing or reflecting any such confidential informationConfidential Information ("Documents"). Executive recognizes that all such documents and objectsDocuments, whether developed by him or by someone else, will be the sole and exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential informationConfidential Information, including without limitation all lists of customersDocuments, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information Confidential Information shall be retained by him.
(b) If Upon any termination of Executive's employment is terminated for any reason other than for Causewith the Company, the Executive shall not not, for a period of one year from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venture or joint venturerotherwise, (i) perform engage in any services for business activities which are competitive, to a competitor which has material operations which directly compete extent, with the Company in the sale any substantial type or kind of any products sold business activities conducted by the Company at the time of such termination (provided that Executive may own, -------- directly or indirectly, up to 1% of the termination outstanding capital stock of Executive's employmentany business having a class of capital stock which is traded on any national stock exchange or in the over-the-counter market); (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's contract of employment or agency, as the case may be, with the Company or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein .
(c) Executive agrees that, at any time and from time to time during and after the contraryTerm, he will execute any and all documents which the Company may deem reasonably necessary or appropriate to effectuate the provisions of this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporation4.03.
Appears in 1 contract
Samples: Employment Agreement (Knoll Inc)
Confidentiality; Non-Competition. (a) Executive agrees that he will not, at any time during or after the Term, other than in the ordinary course of performing his duties for the Company, make use of or divulge to any other person, firm or corporation any trade or business secret, process, method or means, or any other confidential information concerning the business or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a "“trade or business secret, process, method or means, or any other confidential information" ” shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive's ’s obligation under this Section 4.3 (a4.3(a) shall not apply to any information which (i) is known publiclypublicly (including information known publicly within the relevant trade or industry); (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company, as evidenced by written records of Executive Executive; or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as a director or an employee of the Company in pursuit the performance of the business of his duties for the Company and its affiliates or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information shall be retained by him; provided, however, that nothing herein shall prevent Executive from retaining (i) his papers and other materials of a personal nature, including, without limitation, photographs, correspondence, personal diaries, calendars, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of his business expenses, (iii) information that is necessary for tax purposes, and (iv) copies of plans, programs, policies and agreements relating to his employment, or termination thereof, with the Company and its affiliates. Anything herein or elsewhere to the contrary notwithstanding, the provision of this Section 4.3(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with jurisdiction to order Executive to disclose or make accessible any information or (ii) with respect to any other litigation, arbitration or mediation involving this Agreement or any other agreement between the parties, including, without limitation, the enforcement of such agreements.
(b) If Executive's ’s employment is terminated for any reason during the Term other than for Cause, Executive shall not for a period of (i) two years from the date of such termination if such termination occurs prior to the first anniversary of the Effective Date or (ii) one year from the date of such terminationtermination if such termination occurs at any time on or after the first anniversary of the Effective Date, directly or indirectly, whether as an employee, consultant, independent contractor, partner, or joint venturer, venturer (iA) perform any services for a competitor which has material operations which directly compete with the Company in the sale of any products sold by the Company at the time of the termination of Executive's employment’s employment (“Competitive Business”); (iiB) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's ’s contract of employment or agency, as the case may be, with the Company Company; or (iiiC) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt solicit or cause any other person or entity to induce solicit any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein to the contrary, this Section 4.3(b) shall not prevent Executive from from: (i) acquiring securities representing not more than 51% of the outstanding voting securities of any publicly held corporationentity; or (ii) obtaining employment in the transportation industry for an entity that is not engaged in a Competitive Business (for purposes of this sentence, the term “Competitive Business” excludes subsidiaries of Foamex International Inc. or Foamex L.P. for which Employee had no involvement in the business, operations, products/product marketing or sales) or for a division, subsidiary or affiliate of an entity that engages in a Competitive Business, provided that (a) the division, subsidiary or affiliate which employs Executive is not itself engaged in a Competitive Business, and (b) Executive does not provide services to, or have any responsibilities regarding, the Competitive Business.
(c) In the event of any conflict between the provisions of this Section 4.3 and the provisions of any other Company agreement, plan, policy, program or arrangement, whether entered into before, on or after the date of this Agreement, the provisions of this Section 4.3 shall control, unless Executive has expressly agreed in writing that the conflicting provision will override or amend this Section 4.3.
Appears in 1 contract
Confidentiality; Non-Competition. (a) Executive agrees that he -------------------------------- will not, at any time during or after the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, any information pertaining to any business process, method or means, customer lists, details of contracts with or requirements of customers, any information pertaining to accounting methods, practices and procedures, financial records or financial condition, computer systems and software, sales or marketing plans, acquisition plans or candidates, Intellectual Property (as hereinafter defined) of the Company or any other confidential information concerning the business of its subsidiaries or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a "trade or business secret, process, method or meansAffiliates, or any other confidential information" shall mean and include written information reasonably treated as confidential or as a trade secret by the CompanyCompany or any of its subsidiaries or Affiliates, which he may have learned or acquired in connection with his employment (collectively, "Confidential information"). Executive's obligation under this Section 4.3 (a4.03(a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the CompanyCompany or any predecessor of the Company with which he was employed, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party which, to Executive's knowledge, is not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any document notes, memoranda, papers, documents, correspondence or other object writing (which shall include information recorded or stored in writing, on magnetic tape or disc, or otherwise stored for reproduction, whether by mechanical or electronic means and whether or not such reproduction will result in a permanent record being made) containing or reflecting any such confidential informationConfidential Information ("Documents"). Executive recognizes that all such documents and objectsDocuments, whether developed by him or by someone else, will be the sole and exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential informationConfidential Information, including without limitation all lists of customersDocuments, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information Confidential Information shall be retained by him.
(b) If Executive acknowledges and agrees that the Company owns all writings, trade names, trademarks, service marks, copyrights, database rights, domain name rights and other intellectual property and material registered or registrable or otherwise protected or protectable under state, federal or foreign patent, trademark, copyright or similar laws, including, without limitation, analytics, software, programs and models owned, developed or utilized by or on behalf of the Company or any of its subsidiaries or Affiliates in connection with its business (collectively "Intellectual Property"). Executive further agrees that he shall not at any time assert, and hereby waives, any claim of right against the Company or any of its subsidiaries, Affiliates or licensees with respect to the Intellectual Property.
(c) Upon any termination of Executive's employment is terminated for any reason other than for Causewith the Company, the Executive shall not not, for a period of one year two years from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venture or joint venturerotherwise, (i) perform engage in any services for business activities which are competitive, to a competitor which has material operations which directly compete extent, with the Company in the sale any substantial type or kind of any products sold business activities conducted by the Company or any of its subsidiaries or Affiliates at the time of such termination (provided that Executive may own, directly or indirectly, up to 1% of the termination outstanding capital stock of Executive's employmentany business having a class of capital stock which is traded on any national stock exchange, interdealer quotation system or in the over- the-counter market); (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company or any of its subsidiaries or Affiliates to terminate such person's contract of employment or agency, as the case may be, with the Company or any of its subsidiaries or Affiliates or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the CompanyCompany or any of its subsidiaries or Affiliates, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein Company or any of its subsidiaries or Affiliates.
(d) Executive agrees that, at any time and from time to time during and after the contraryTerm, he will execute any and all documents which the Company may deem reasonably necessary or appropriate to effectuate the provisions of this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporation4.03.
Appears in 1 contract
Samples: Employment Agreement (Knoll Inc)
Confidentiality; Non-Competition. (a) Executive agrees that he will not, at any time during or after the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, any information pertaining to any business process, method or means, any customer lists, details of contracts with or requirements of customers, any other confidential information concerning the business or policies of pertaining to the Company’s financial records, which he may have learned in connection with his employment. For purposes of this Agreementcomputer systems and software, a "trade sales or business secret, process, method or meansmarketing plans, or any other confidential information" shall mean and include written information reasonably treated as confidential or as a trade secret by the Company, which he may have learned or acquired in connection with his employment (collectively, “Confidential Information”). Executive's ’s obligation under this Section 4.3 4.03 (a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the CompanyCompany or any predecessor of the Company with which he was employed, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party which, to Executive’s knowledge, is not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any document notes, memoranda, papers, documents, correspondence or other object writing (which shall include information recorded or stored in writing, on magnetic tape or disc, or otherwise stored for reproduction, whether by mechanical or electronic means and whether or not such reproduction will result in a permanent record being made) containing or reflecting any such confidential informationConfidential Information (“Documents”). Executive recognizes that all such documents and objectsDocuments, whether developed by him or by someone else, will be the sole and exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential informationConfidential Information, including without limitation all lists of customersDocuments, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information Confidential Information shall be retained by him.
(b) If Upon any termination of Executive's ’s employment is terminated for any reason other than for Causewith the Company, the Executive shall not not, for a period of one year from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venture or joint venturerotherwise, (i) perform engage in any services for business activities which are competitive, to a competitor which has material operations which directly compete extent, with the Company in the sale any substantial type or kind of any products sold business activities conducted by the Company at the time of such termination (provided that Executive may own, directly or indirectly, up to 1% of the termination outstanding capital stock of Executive's employmentany business having a class of capital stock which is traded on any national stock exchange or in the over-the-counter market); (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's ’s contract of employment or agency, as the case may be, with the Company or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein .
(c) Executive agrees that, at any time and from time to time during and after the contraryTerm, he will execute any and all documents which the Company may deem reasonably necessary or appropriate to effectuate the provisions of this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporation4.03.
Appears in 1 contract
Samples: Employment Agreement (Knoll Inc)
Confidentiality; Non-Competition. (a) Executive Consultant agrees that he will not, not at any time time, either during the term of this agreement or after the Termthereafter, make use of or divulge to any other person, firm or corporation any trade or business secret, process, method or meansconfidential information received by him during the course of his consulting, or any other confidential information concerning prior to the date hereof, with regard to the financial, business or policies other affairs of the CompanyCompany or the Business, which he may have learned in connection with his employment. For purposes of this Agreement, a "trade or business secret, process, method or means, or any other confidential information" shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive's obligation under this Section 4.3 (a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of all such information from the Companyshall be kept confidential and shall not, as evidenced by written records of Executive or (iv) is hereafter disclosed in any manner, be revealed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Companyanyone, except as an employee of may be otherwise required by law; PROVIDED THAT nothing herein shall be construed to prohibit Consultant from divulging information in the Company in pursuit ordinary course of the business of the Company or except as specifically permitted in writing by the Company, any document information which has become or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver hereafter becomes generally available to the Company all such confidential information, including without limitation all lists public other than because it was divulged by Consultant in violation of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information shall be retained by himthis Agreement.
(b) If Executive's employment is terminated for any reason other than for CauseDuring the term hereof, Executive shall not and for a period of one year from the date of such terminationfive (5) years thereafter, Consultant shall not, directly or indirectly, whether indirectly (as an employeeowner, consultantmanager, licensor, licensee, lender, partner, stockholder, joint venturer, operator, consultant (other than for the Company), independent contractor, partneradvisor or otherwise):
(1) engage in, or joint venturerown any interest in any business that engages in, (i) perform any services for a competitor which has material operations which directly compete with the Company in the manufacturing, marketing, distribution or sale of any arthritis pain relief products, including, without limitation, products sold containing glucosamine and chondratin or any derivatives thereof (collectively, "Competitive Products") anywhere in the United States or in any of the countries listed on Schedule 4.7 to the Purchase Agreement; or
(2) provide any person, other than the Company, with the names of Inholtra's customers, or any other information concerning Inholtra's business for use in the manufacturing, marketing, distribution or selling of Competitive Products.
(c) In connection with the foregoing provisions of this Section 3, Consultant represents that the limitations set forth herein are reasonable and properly required for the adequate protection of the business acquired by the Company at the time of the termination of Executive's employment; (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's contract of employment or agency, as the case may be, with the Company or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein pursuant to the contrary, this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporationPurchase Agreement.
Appears in 1 contract
Confidentiality; Non-Competition. (a) Executive agrees that he will not, at any time during or after the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, process, method or means, or any other confidential information concerning the business or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a "trade or business secret, process, method or means, or any other confidential information" shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive's obligation under this Section 4.3 (a4.3(a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information shall be retained by him.
(b) If Executive's employment is terminated for any reason other than for Cause, Executive shall not for a period of one year two years from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, or joint venturer, (i) perform any services for a major competitor which has material operations which directly compete with the Company in the sale of any products sold by the Company at the time of the termination of Executive's employment; (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's contract of employment or agency, as the case may be, with the Company or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein to the contrary, this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporation.
Appears in 1 contract
Confidentiality; Non-Competition. (a) Executive agrees that he will not, at any time during or after the Term, other than in the ordinary course of performing his duties for the Company, make use of or divulge to any other person, firm or corporation any trade or business secret, process, method or means, or any other confidential information concerning the business or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a "“trade or business secret, process, method or means, or any other confidential information" ” shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive's ’s obligation under this Section 4.3 (a4.3(a) shall not apply to any information which (i) is known publiclypublicly (including information known publicly within the relevant trade or industry); (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company, as evidenced by written records of Executive Executive; or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as a director or an employee of the Company in pursuit the performance of the business of his duties for the Company and its affiliates or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information shall be retained by him; provided, however, that nothing herein shall prevent Executive from retaining (i) his papers and other materials of a personal nature, including, without limitation, photographs, correspondence, personal diaries, calendars, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of his business expenses, (iii) information that is necessary for tax purposes, and (iv) copies of plans, programs, policies and agreements relating to his employment, or termination thereof, with the Company and its affiliates. Anything herein or elsewhere to the contrary notwithstanding, the provision of this Section 4.3(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with jurisdiction to order Executive to disclose or make accessible any information or (ii) with respect to any other litigation, arbitration or mediation involving this Agreement or any other agreement between the parties, including, without limitation, the enforcement of such agreements.
(b) If Executive's ’s employment is terminated for any reason during the Term other than for Cause, Executive shall not for a period of one year two years from the date of such termination, which period will be reduced to one year in the event that such termination occurs in connection with an IT Non-Renewal Notice (as defined in Section 5.5(b)), directly or indirectly, whether as an employee, consultant, independent contractor, partner, or joint venturer, (i) perform any services for a competitor which has material operations which directly compete with the Company in the sale of any products sold by the Company at the time of the termination of Executive's employment’s employment (“Competitive Business”); (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's ’s contract of employment or agency, as the case may be, with the Company or Company; or
(iii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt solicit or cause any other person or entity to induce solicit any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein to the contrary, this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 51% of the outstanding voting securities of any publicly held corporationentity.
(c) In the event of any conflict between the provisions of this Section 4.3 and the provisions of any other Company agreement, plan, policy, program or arrangement, whether entered into before, on or after the date of this Agreement, the provisions of this Section 4.3 shall control, unless Executive has expressly agreed in writing that the conflicting provision will override or amend this Section 4.3.
Appears in 1 contract
Confidentiality; Non-Competition. (a) Executive agrees In consideration of the payments and benefits provided in this Agreement, you agree to comply with and perform each and every covenant and undertaking set forth in any agreements related to non-competition or trade secrets, confidential information and/or work product previously executed by you, including, without limitation, the Non-Competition Agreement, to the same extent as if the same were fully set forth herein, with the understanding that he Paragraph 9(f) of the Non-Competition Agreement does not apply and shall have no further application, but all other provisions of the Non-Competition Agreement shall continue in full force and effect without modification.
b) In addition to any agreement related to trade secrets, confidential information and/or work products previously executed by you, (including, without limitation, the Non-Competition Agreement executed by you), you agree that you will not, not at any time during or after the Term, make use of or divulge to any other person, firm entity or corporation person any trade confidential information acquired by you concerning the Company’s or its affiliates’ financial affairs or business secretprocesses or methods or their research, processdevelopment or marketing programs or plans, method any other of its or meanstheir trade secrets, any information regarding personal matters of any directors, officers, employees or agents of the Company or their respective family members, any information concerning this Agreement or the terms thereof, or any other confidential information concerning the business or policies circumstances of your employment with and the separation from your employment from the Company, or any information regarding discussions related to any of the foregoing or make, write, publish, produce or in any way participate in placing into the public domain any statement, opinion or information with respect to any of the foregoing or which he may have learned reflects adversely upon or would reasonably impair the reputation or best interests of the Company or any of its directors, officers, employees or agents or their respective family members, except in each case (i) information which is required to be disclosed by court order, subpoena or other judicial process, (ii) information regarding your job responsibilities during your employment with the Company to prospective employers in connection with his an application for employment, (iii) information regarding the financial terms of this Agreement to your spouse or your tax advisor for purposes of obtaining tax advice provided that such persons are made aware of and agrees to comply with the confidentiality obligation, or (iv) information which is necessary to be disclosed to your attorney to determine whether you should enter into this Agreement. For purposes The foregoing prohibitions shall include, without limitation, directly or indirectly publishing (or causing, participating in, assisting or providing any statement, opinion or information in connection with the publication of) any diary, memoir, letter, story, photograph, interview, article, essay, account or description (whether fictionalized or not) concerning any of the foregoing, publication being deemed to include any presentation or reproduction of any written, verbal or visual material in any communication medium, including any book, magazine, newspaper, internet publication or discussion group, theatrical production or movie, or television or radio programming or commercial. In addition to any and all other remedies available to the Company for any violation of this Section, you agree to immediately remit and disgorge to the Company any and all payments paid or payable to you in connection with or as a result of engaging in any of the above acts. In the event that you are required to make disclosure under any court order, subpoena or other judicial process which in any way relates to your employment with the Company, you will promptly notify the Company, take all steps requested by the Company to defend against the compulsory disclosure and permit the Company to participate with counsel of its choice in any proceeding relating to the compulsory disclosure. You acknowledge that all information the disclosure of which is prohibited by this Section is of a confidential and proprietary character and of great value to the Company and that a breach of this Section will constitute a material breach of this Agreement, a "trade or business secretwhich will cause the Company to suffer immediate, process, method or means, or any other confidential information" shall mean substantial and include written information reasonably treated as confidential or as a trade secret by the Companyirreparable injury. Executive's obligation under this Section 4.3 (a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the CompanyYou confirm that, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information shall be retained by him.
(b) If Executive's employment is terminated for any reason other than for Cause, Executive shall not for a period of one year from the date of such terminationyour execution of this Agreement, directly or indirectly, whether you have not violated the terms of this “CONFIDENTIALITY / NON-COMPETITION” Section. The Company confirms that as an employee, consultant, independent contractor, partner, or joint venturer, (i) perform any services for a competitor which has material operations which directly compete with the Company in the sale of any products sold by the Company at the time of the termination date it executes this Agreement, it has no actual knowledge of Executive's employment; (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's contract facts constituting a violation of employment or agency, as the case may be, with the Company or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein to the contrary, this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporation“CONFIDENTIALITY / NON-COMPETITION” Section.
Appears in 1 contract
Confidentiality; Non-Competition. (a) Executive agrees that he will not, at any time during or after the Term, other than in the ordinary course of performing his duties for the Company, make use of or divulge to any other person, firm or corporation any trade or business secret, process, method or means, or any other confidential information concerning the business or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a "“trade or business secret, process, method or means, or any other confidential information" ” shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive's ’s obligation under this Section 4.3 (a4.3(a) shall not apply to any information which (i) is known publiclypublicly (including information known publicly within the relevant trade or industry); (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company, as evidenced by written records of Executive Executive; or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as a director or an employee of the Company in pursuit the performance of the business of his duties for the Company and its affiliates or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information shall be retained by him; provided, however, that nothing herein shall prevent Executive from retaining (i) his papers and other materials of a personal nature, including, without limitation, photographs, correspondence, personal diaries, calendars, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of his business expenses, (iii) information that is necessary for tax purposes, and (iv) copies of plans, programs, policies and agreements relating to his employment, or termination thereof, with the Company and its affiliates. Anything herein or elsewhere to the contrary notwithstanding, the provision of this Section 4.3(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with jurisdiction to order Executive to disclose or make accessible any information or (ii) with respect to any other litigation, arbitration or mediation involving this Agreement or any other agreement between the parties, including, without limitation, the enforcement of such agreements.
(b) If Executive's ’s employment is terminated during the Term or during the six-month period following the Scheduled Expiration Date for any reason other than for Cause, Executive shall not for a period of one year from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, or joint venturer, (i) perform any services for a competitor which has material operations which directly compete with the Company in the sale of any products sold by the Company at the time of the termination of Executive's employment’s employment (“Competitive Business”); (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's ’s contract of employment or agency, as the case may be, with the Company Company; or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt solicit or cause any other person or entity to induce solicit any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein to the contrary, this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 51% of the outstanding voting securities of any publicly held corporationentity.
(c) In the event of any conflict between the provisions of this Section 4.3 and the provisions of any other Company agreement, plan, policy, program or arrangement, whether entered into before, on or after the date of this Agreement, the provisions of this Section 4.3 shall control, unless Executive has expressly agreed in writing that the conflicting provision will override or amend this Section 4.3.
Appears in 1 contract
Confidentiality; Non-Competition. (a) Executive agrees that he will not, at any time during or after the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, any information pertaining to any business process, method or means, customer lists, details of contracts with or requirements of customers, any information pertaining to accounting methods, practices and procedures, financial records or financial condition, computer systems and software, sales or marketing plans, acquisition plans or candidates, Intellectual Property (as hereinafter defined) of the Company or any other confidential information concerning the business of its subsidiaries or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a "trade or business secret, process, method or meansAffiliates, or any other confidential information" shall mean and include written information reasonably treated as confidential or as a trade secret by the CompanyCompany or any of its subsidiaries or Affiliates, which he may have learned or acquired in connection with his employment (collectively, “Confidential information”). Executive's obligation under this Section 4.3 (a4.03(a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the CompanyCompany or any predecessor of the Company with which he was employed, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party which, to Executive's knowledge, is not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any document notes, memoranda, papers, documents, correspondence or other object writing (which shall include information recorded or stored in writing, on magnetic tape or disc, or otherwise stored for reproduction, whether by mechanical or electronic means and whether or not such reproduction will result in a permanent record being made) containing or reflecting any such confidential informationConfidential Information (“Documents”). Executive recognizes that all such documents and objectsDocuments, whether developed by him or by someone else, will be the sole and exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential informationConfidential Information, including without limitation all lists of customersDocuments, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information Confidential Information shall be retained by him.
(b) If Executive acknowledges and agrees that the Company owns all writings, trade names, trademarks, service marks, copyrights, database rights, domain name rights and other intellectual property and material registered or registrable or otherwise protected or protectable under state, federal or foreign patent, trademark, copyright or similar laws, including, without limitation, analytics, software, programs and models owned, developed or utilized by or on behalf of the Company or any of its subsidiaries or Affiliates in connection with its business (collectively “Intellectual Property”). Executive further agrees that he shall not at any time assert, and hereby waives, any claim of right against the Company or any of its subsidiaries, Affiliates or licensees with respect to the Intellectual Property.
(c) Upon any termination of Executive's employment is terminated for any reason other than for Causewith the Company, the Executive shall not not, for a period of one year two years from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venture or joint venturerotherwise, (i) perform engage in any services for business activities which are competitive, to a competitor which has material operations which directly compete extent, with the Company in the sale any substantial type or kind of any products sold business activities conducted by the Company or any of its subsidiaries or Affiliates at the time of such termination (provided that Executive may own, directly or indirectly, up to 1% of the termination outstanding capital stock of Executive's employmentany business having a class of capital stock which is traded on any national stock exchange, interdealer quotation system or in the over-the-counter market); (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company or any of its subsidiaries or Affiliates to terminate such person's contract of employment or agency, as the case may be, with the Company or any of its subsidiaries or Affiliates or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the CompanyCompany or any of its subsidiaries or Affiliates, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein Company or any of its subsidiaries or Affiliates.
(d) Executive agrees that, at any time and from time to time during and after the contraryTerm, he will execute any and all documents which the Company may deem reasonably necessary or appropriate to effectuate the provisions of this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporation4.03.
Appears in 1 contract
Samples: Employment Agreement (Knoll Inc)
Confidentiality; Non-Competition. (a) Executive agrees Company promises to provide to Employee and Employee acknowledges that he will notreceive confidential information such as information relating to the Company’s business strategies and know-how, at any time during the Company’s customers, business prospects and suppliers, business and marketing plans, customer files and lists, business prospects, sales techniques, billing files, software, source code, financial information, reports, summaries, spreadsheets, evaluations, drawings, specifications, seismic data, reserve reports, prospect analyses, geological and geophysical data, maps, models, interpretations, and other confidential or after proprietary information of the TermCompany whether in written, make use of or divulge to any other persongraphic, firm or corporation any trade or business secret, process, method or means, electronic or any other confidential information concerning format (collectively “Confidential Information”). Employee further acknowledges that the Company will expend considerable amounts of time, money and other assets in the development of this Confidential Information which is essential to its business, and Employee acknowledges that his employment by the Company is conditioned on his promise not to use any Confidential Information or to divulge any Confidential Information to any person or entity not employed by the Company without the Company’s prior written approval. Employee, therefore, agrees not to use, disclose or in any manner reveal to any person, firm, company, corporation or other entity any of the Confidential Information conveyed to him or in connection with his employment by the Company prior or subsequent to this Agreement other than for Employee to carry out his duties under this Agreement. Anything herein to the contrary notwithstanding, this Agreement shall be inoperative as to such portions of the Confidential Information which (i) are or become generally available to the public other than as a result of a disclosure by Employee, except as part of his duties and responsibilities, (ii) become available to Employee on a nonconfidential basis from a source, other than the Company or its representatives, which has represented to Employee (and which Employee has no reason to disbelieve after due inquiry) that such source is entitled to disclose it, or (iii) were known to Employee on a nonconfidential basis prior to disclosure to Employee by the Company or its representatives. Employee further agrees that for the Initial Term and any additional Renewal Terms of this Agreement, Employee will not directly or indirectly (whether through any person, firm, company, corporation or other entity, other than the Company), do any of the following:
a. Directly or indirectly, perform services, which are similar to the services Employee provided to Company, for any business competitive with Company in the Cherokee Basin.
b. For his own account, for any person, firm, company, corporation or policies other entity, other than the Company, or for any other reason, solicit business to the detriment of the Company or cause agents of any person, firm, company, corporation or other entity to solicit business, to the detriment of the Company, which he may have learned in connection of a type similar to that solicited by the Company from or for any person, firm, company, corporation or other entity who was, at the effective date of the termination of his employment with his employmentthe Company, or within a one (1) year period prior to such termination, a customer of the Company, as disclosed by the Company’s books and records, or solicit business to the detriment of the Company from any prospective customer of the Company with whom the Company has had contact within the one (1) year period prior to such termination as disclosed by the Company’s books and records. For purposes of this Agreement, a "trade the term “customer” and “prospective customer” means all persons or business secret, process, method or means, or any other confidential information" shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive's obligation under this Section 4.3 (a) shall not apply to any information which entities (i) is known publicly; with whom Employee has had, during the period of Employee’s employment with the Company, contact with by virtue of Employee’s position with Company or (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information shall be retained by himfor whom Employee has received Confidential Information.
(b) If Executive's employment is terminated for c. In any reason other than for Cause, Executive shall not for a period of one year from the date of such terminationway, directly or indirectly, whether as an employeepersonally or through agents, consultantother persons or otherwise, independent contractor, partnerdivert or take away or attempt to divert or take away any of such customers or prospective customers or any of the Company’s suppliers or business prospects, or joint venturer, (i) perform any services for a competitor which has material operations which directly compete otherwise adversely interfere with or attempt to adversely interfere with the Company in the sale Company’s relations with any of such customers, prospective customers, business prospects or suppliers.
d. On his own behalf or on behalf of any products sold by other person, have any contact with a person who is, during such time frame, an employee of the Company, for the purpose of encouraging that person’s leaving such employment. Employee shall not, in any other manner attempt, directly or indirectly, to hire any employee of the Company at the time or to influence, induce or encourage any employee of the termination of Executive's employment; (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's contract of leave the employment or agency, as the case may be, with the Company or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein to the contrary, this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporation.
Appears in 1 contract
Confidentiality; Non-Competition. (a) Executive Employee acknowledges that: (1) the Company's industry is intensely competitive and that Employee's employment by the Company will require that Employee have access to and knowledge of confidential information of the Company, including, but not limited to, the identity of the Company's customers, the identity of the representatives of customers with whom the Company has dealt, the kinds of services provided by the Company to customers and offered to be performed for potential customers, the manner in which such services are performed or offered to be performed, the service needs of actual or prospective customers, pricing information, information concerning the creation, acquisition or disposition of products and services, customer maintenance listings, computer software applications and other programs, personnel information and, other trade secrets (the "Confidential Information"); and (2) the engaging by Employee in any of the activities prohibited by this Section 6 may constitute improper appropriation and/or use of such information and trade secrets. Employee expressly acknowledges the trade secret status of the Confidential Information and that the Confidential Information constitutes a protected business interest of the Company. Accordingly, the Company and Employee agree as follows:
(b) For purposes of this Section 6, the Company shall be construed to include the Company and its parents, subsidiaries and affiliates directly engaged in or involved with the business of manufacturing, research and development, sales and service of PET products and technologies, including any divisions managed by Employee.
(c) During the Term of this Agreement and at all times after the termination of Employee's employment by expiration of the Term or otherwise, Employee shall not, without the Company's written consent, directly or indirectly, whether individually, as a director, stockholder, owner, partner, employee, principal or agent of any business, or in any other capacity, make known, disclose furnish, make available or utilize any of the Confidential Information, not generally available to the public, other than in the proper performance of the duties contemplated herein, or as required by a court of competent jurisdiction or other administrative or legislative body; provided that, prior to disclosing any of the Confidential Information to a court or other administrative or legislative body, Employee shall promptly notify the Company so that the Company may seek a protective order or other appropriate remedy. Employee agrees to return all Confidential Information, including all photocopies, extracts and summaries thereof, and any such information stored electronically on tapes, computer disks or in any other manner to the Company at any time upon request by the Company and upon the termination of his employment for any reason.
(d) For a period of one (1) year after he ceases to be employed hereunder by the Company, whether upon expiration of the Term or otherwise, Employee agrees that he will not, at any time during without the Company's written consent, directly or after indirectly, for his benefit or for the Term, make use benefit of or divulge to any other person, firm or corporation entity, do any trade or business secret, process, method or means, or any other confidential information concerning the business or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a "trade or business secret, process, method or means, or any other confidential information" shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive's obligation under this Section 4.3 (a) shall not apply to any information which following:
(i) is known publicly; (ii) is in Solicit, from any customer doing business with the public domain or hereafter enters the public domain without the fault Company as of Executive; (iii) is known to Executive prior to his receipt of such information from the CompanyEmployee's termination, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises business of the Company, except as an employee same or of the Company in pursuit of a similar nature to the business of the Company with such customer;
(ii) Solicit from any known potential customer of the Company business of the same or except as specifically permitted in writing of a similar nature to that which has been the subject of a known written or oral bid, offer or proposal by the Company, or of substantial preparation with a view to making such a bid, proposal or offer, within three (3) months prior to Employee's termination;
(iii) Solicit the employment or services of, or hire, any document person who was known to be employed by or other object containing was a known employee to the Company upon the termination of Employee's employment, or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be within three (3) months prior thereto; or
(iv) Otherwise interfere with the sole exclusive property business accounts of the Company. Upon termination .
(e) Employee further acknowledges and agrees that due to the uniqueness of his employment hereunderservices and confidential nature of the information he will possess, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists covenants set forth herein are reasonable and necessary for the protection of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs and goodwill of the Company, and no copy of any such confidential information shall be retained by him.
(b) If Executive's employment is terminated for any reason other than for Cause, Executive shall not for a period of one year from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, or joint venturer, (i) perform any services for a competitor which has material operations which directly compete with the Company in the sale of any products sold by the Company at the time of the termination of Executive's employment; (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's contract of employment or agency, as the case may be, with the Company or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein to the contrary, this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporation.
Appears in 1 contract
Samples: Employment Agreement (Positron Corp)
