Confidentiality Non Solicitation. A&M and Engagement Personnel shall keep as confidential all non-public information received from the Company in conjunction with this engagement, except: (i) as requested by the Company or its legal counsel; (ii) as required by legal proceedings; or (iii) as reasonably required in the performance of this engagement. All obligations as to non-disclosure shall cease as to any part of such information to the extent that such information is, or becomes, public other than as a result of a breach of this provision. The Company, on behalf of itself and its subsidiaries and affiliates and any person which may acquire all or substantially all of its assets agrees that, until two (2) years subsequent to the termination of this engagement, it will not solicit, recruit, hire or otherwise engage any employee of A&M or any of its affiliates who worked on this engagement while employed by A&M or its affiliates (“Solicited Person”). Should the Company or any of its subsidiaries or affiliates or any person who acquires all or substantially all of its assets extend an offer of employment to or otherwise engage any Solicited Person and should such offer be accepted, A&M shall be entitled to a fee from the Company equal to the Solicited Person’s hourly client billing rate at the time of the offer multiplied by 4,000 hours for a Managing Director, 3,000 hours for a Senior Director and 2,000 hours for any other A&M employee. The Company acknowledges and agrees that this fee fairly represents the loss that A&M will suffer if the Company breaches this provision. The fee shall be payable at the time of the Solicited Person’s acceptance of employment or engagement.
Confidentiality Non Solicitation a. All books, records, information and data pertaining to the business of the other party including, but not limited to, the names of the clients (including Dealer Members) of Dealer, the Fund or Distributor ("Confidential Information") that are exchanged or received in connection with this Agreement shall be kept confidential and shall not be used except to the extent necessary to perform each party's obligations under this Agreement. "Confidential Information" shall also include any nonpublic personal information (as defined by Regulation S-P or FTC Regulation 313) regarding Dealer's prospective investors, Dealer Members and other Fund investors or prospective investors, marketing materials and other similar data or information not generally known to the public. "Confidential Information" shall not be voluntarily disclosed to any other person or entity, except (i) if such information is already publicly available except to the extent that such public availability is due to breach of this Agreement by the disclosing party; (ii) as may be required solely for the purpose of carrying out a party's duties and responsibilities under this Agreement; (iii) as required by order or demand of a court or other governmental or regulatory body or as otherwise required by law; (iv) as may be required to be disclosed to a party's attorneys, accountants, regulatory examiners or insurers for legitimate business purposes; or (v) with the express prior written permission of the other party. Each party will limit the disclosure of the other party's Confidential Information to those of its employees and agents with a need to know such Confidential Information for purposes of providing the services set forth in this Agreement. Each party will use reasonable care to prevent its employees and agents from violating the foregoing restrictions.
b. Distributor will not, and will cause its affiliates to not, directly or knowingly solicit any client (including Dealer Members) of Dealer based on information provided to Distributor by Dealer pursuant to this Agreement. Notwithstanding the foregoing, Distributor is not restricted from soliciting any client (including Dealer Members) of Dealer with whom Distributor or any of its affiliates has either an existing relationship or a relationship that is developed independent of Dealer's solicitation efforts.
c. The Distributor agrees to provide to Dealer copies of any communications contemporaneously with their distribution to Dealer Members...
Confidentiality Non Solicitation. ZelnickMedia shall not at any time during or after the term of this Agreement, directly or indirectly, except as in good faith deemed necessary or desirable to perform any of its obligations hereunder, to defend its own rights or as required by applicable law or legal process, disclose or use for its own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any of its subsidiaries or affiliates, any trade secrets, information, data, or other information, including, without limitation, relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans, or the business and affairs of the Company, or of any subsidiary or affiliate of the Company; provided, that the foregoing shall not apply to information which is generally known to the industry or the public (other than as a result of ZelnickMedia’s breach of this covenant) or information obtained by ZelnickMedia prior to March 30, 2007 or not in connection with its performance of its obligations under this Agreement. ZelnickMedia agrees that upon termination of this Agreement, upon the Company’s request, it shall immediately return to the Company all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, in any way relating to the business of the Company and its affiliates, except that ZelnickMedia may retain such personal notes, notebooks and diaries that do not contain confidential information of the type described above. For a period beginning on March 30, 2007 and ending one year after the date of termination of this Agreement, except in the event this Agreement is terminated by the Company without Cause or by ZelnickMedia for Good Reason, ZelnickMedia shall not in any capacity, either individually or in association with others, employ or solicit for employment (other than in any general solicitation) any person who is an employee of the Company or its affiliates at the level of vice president or higher immediately prior to such employment or during such solicitation.
Confidentiality Non Solicitation. A. Employee shall keep secret and retain the confidential nature of all Confidential Information (as defined herein) belonging to Company and take such other precautions with respect thereto as Company, in its sole discretion, may reasonably request. Employee shall not at any time, whether before or after the termination of this Agreement, use, copy, disclose or make available any Confidential Information (as defined herein) to any corporation, governmental body, individual, partnership, trust or other entity (a “Person”); except that Employee may use, copy or disclose to any Person any Confidential Information (as defined herein) (i) to the extent required in the performance of the Services, (ii) to the extent it becomes publicly available through no fault of Employee, and (iii) to the extent Employee is required to do so pursuant to applicable law or court order.
B. For purposes of this Agreement, “Confidential Information” shall mean all information pertaining to the affairs and operations of Company that is not generally available to the public and that Company desires to keep confidential, including, but not limited to, trade secrets, inventions, financial information, information as to customers, clients or patients, and suppliers, sales and marketing information, and all documents and other tangible items relating to or containing any such information. Employee acknowledges that the Confidential Information is vital, sensitive, confidential and proprietary to Company.
Confidentiality Non Solicitation. (a) While employed, you will learn important proprietary information related to Torotel’s business, including, but not limited to, confidential and proprietary information concerning corporate strategies and planning in the area of strategic growth. You acknowledge that the proprietary customer, operations, financial, and business information that has been or will be learned (i) has been and will be developed through Torotel’s expenditure of substantial effort, time and money; and (ii) together with relationships developed with customers and employees, could be used to compete unfairly with Torotel during the post-employment period. Because Torotel’s ability to provide services on a competitive basis depends, in part, on its proprietary information and customer relationships, Torotel would not share such information and promote your relationship with customers if Torotel believed that you would use or disclose such information or relationships in competition with Torotel, or if Torotel believed that your relationship with Torotel’s employees or customers would be used to the detriment of Torotel.
(b) You shall protect Confidential Information from disclosure. “Confidential Information” is any and all information (no matter in what form) relating to Torotel’s intellectual property, customers, operations, finances, and business that derives value from not being generally known to others. It includes, but is not limited to, technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, or lists of actual or potential customers or suppliers (including identifying information about those customers), whether or not reduced to writing. Confidential Information includes information disclosed to Torotel by third parties that Torotel is obligated to maintain as confidential. Confidential Information may include information that is not privileged nor a trade secret, but information that is not privileged and also not a trade secret shall constitute Confidential Information only for two years after termination of your employment. You will not use, except in connection with work for Torotel, and will not disclose during or after your relationship with Torotel, Torotel’s Confidential Information. Upon the termination of your employment, or for any reason or at any time at Torotel’s request, you will deliver promptly to Torotel all materials, documents, plans, records, notes, or other papers...
Confidentiality Non Solicitation. Executive recognizes that the Company’s business and continued success depend upon the use and protection of confidential information and proprietary information, and therefore Executive is subject to, and this Agreement is conditioned on agreement to, the terms of the Confidentiality and Nonsolicitation Agreement (the “Confidentiality Agreement”) substantially in the form attached hereto as Exhibit ‘A’ entered into by Executive and the terms of the Confidentiality Agreement shall survive the termination of Executive’s employment with the Company or a Successor Employer for the period identified in the Confidentiality unless otherwise required by law.
Confidentiality Non Solicitation. (a) The Purchaser and its Representatives (as such term is defined in the Confidentiality Agreement), on the one hand, and the Sellers, the Company and their respective Representatives (as such term is defined in the Confidentiality Agreement), on the other hand, shall treat all nonpublic information obtained in connection with this Agreement and the Transactions (including the entering into of this Agreement and the Transactions) as confidential in accordance with the terms of the Confidentiality Agreement. The terms of the Confidentiality Agreement are hereby incorporated by reference and shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement shall terminate. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect in accordance with its terms.
(b) For a period of three (3) years following the Closing, the Purchaser shall, and shall cause the Company and its Subsidiaries to, keep confidential and not use for any purpose all nonpublic information regarding the Sellers’ Representative, the Sellers or their Affiliates (other than the Company and its Subsidiaries) of which the Purchaser or the Company became aware as a result of the Transactions (i) unless such information becomes available to the general public through no act or omission of the Purchaser, the Company or its Subsidiaries in breach of this Agreement, (ii) is or becomes available to the Purchaser, the Company, its Subsidiaries or their respective Affiliates on a non-confidential basis from a source who is not, to the Knowledge of the Purchaser, subject to a confidentiality or similar agreement, duty or obligation prohibiting such disclosure, (iii) was independently developed without the use of such confidential information by the Purchaser, the Company, its Subsidiaries or their respective Affiliates after the Closing or (iv) unless such information is required by Law to be disclosed (provided, that prior to any disclosure pursuant to this clause (iv), to the extent reasonably practicable and permitted by Law, the Purchaser shall give the Sellers and Sellers’ Representative notice of such disclosure and reasonably cooperate with the Sellers and Sellers’ Representative to obtain a protective order or other confidential treatment with respect thereto, and in any event, only disclose such portion of such information as may be required by such Law).
(c) For a period ...
Confidentiality Non Solicitation. Executive acknowledges that as an -------------------------------- employee of the Company, Executive will have access to certain Company confidential information and Executive may, during the course of Executive's employment, develop certain information that will be the property of the Company. To protect the interest of the Company, Executive agrees to sign the Company's standard Confidentiality Agreement as a condition of Executive's employment. In addition, the Executive agrees with the Company that during his employment with the Company and for a period expiring two (2) years after the date of termination of such employment, he will not solicit any of the Company's then-current employees to terminate their employment with the Company or to become employed by any firm, company or other business enterprise with which the Executive may then be connected.
Confidentiality Non Solicitation. In consideration for the award of Units, Employee agrees as follows:
(a) From the Award Date continuing for a period until six months following any termination of Employee's employment with the Company (the “Restricted Period”), (i) Employee, directly or indirectly, whether alone or in association, or combination with any other Person, or as an officer, director, shareholder, member, manager, employee, agent, independent contractor, consultant, advisor, joint-venturer, partner or otherwise, and whether or not for pecuniary benefit shall not (A) solicit, take away, attempt to take away, divert, accept business from or attempt to divert any customer from the Company or its subsidiaries or (B) induce, attempt to induce or aid any person in inducing any customer to cease doing business with the Company or any of its subsidiaries or in any way interfere with the relationship between any customer and the Company or its subsidiaries and (ii) Employee shall not be employed by or act as a consultant for any person which directly, or through any of its affiliates, takes any of the actions described in the immediately preceding clause (i).
(b) During the Restricted Period, Employee shall not (i) directly or indirectly, entice or induce, or attempt to, entice or induce, or assist any Person in which Employee is an investor, consultant or employee to entice or induce, any employee of the Company or its subsidiaries to leave such employ or (ii) directly or indirectly employ, and shall not be employed, invest in or act as a consultant for any Person who employs, any employee of the Company or its subsidiaries.
(c) Employee shall always refrain from any direct or indirect use or disclosure (whether intentional, negligent or reckless) of any trade secret or confidential or proprietary information of the Company to any person or business, without regard to the nature of Employee's termination from the Company. Employee acknowledges that any violation of paragraphs (a) through (c) above will cause the Company severe, immediate and irreparable harm entitling the Company to injunctive relief in addition to any other remedies that may be available at law or in equity. The parties hereto agree that to the extent that any provision or portion of this Section 4 is held to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, then any such provision shall be deemed to be modified to the extent necessary in order that any such provision or portion thereof ...
Confidentiality Non Solicitation. Each of the Parties hereto acknowledge that all Confidential Information (as defined below) of the other Parties, including, but without limitation, all business plans, designs, pricing, customers, production techniques, production formulations, marketing materials, product applications, both current and future, sources of supply, other documents and trade secrets and all other non-public information, (the “Confidential Information”), except as provided in clauses (a) through (d) below; was acquired, designed, and/or developed by them at great expense; is secret, confidential and unique, and constitutes their respective trade secrets and exclusive property, and that any use by either Party of any such trade secrets and Confidential Information of the other Party, other than in accordance with the terms of this Agreement, would be wrongful and would cause irreparable injury. Each Party hereto, will keep, file and store such Confidential Information in a manner consistent with its confidential nature. The Parties shall not, at any time, disclose, or divulge, to any person, firm or corporation, or use or suffer the use by any third party for any purpose, without prior written consent, other than solely as permitted hereunder, or required in accordance with the terms of this Agreement, directly, for its own benefit, or the benefit of any person, firm, or corporation, any such Confidential Information of the other obtained from, or through them. The commitments hereunder with respect to Confidential Information shall not extend to any part of such Confidential Information which: (a) was known prior to disclosure by the other party through no wrongful act of the Party receiving the confidential information; (b) was known, or available, to the public prior to disclosure by the other Party; (c) becomes known, or available, to the public subsequent to disclosure by the other Party through no wrongful act of the Party receiving the confidential information; or (d) was disclosed to the receiving Party at any time by a third party (other than an affiliate of the receiving Party) having a bona fide right to disclose such information to the receiving Party.
