Confidentiality, Non-Solicitation and Non-Competition. The Executive agrees that:
a. Except as may be required by the lawful order of a court or agency of competent jurisdiction, or except to the extent that the Executive has the express written authorization from the Company, the Executive agrees to keep secret and confidential for a period of two years following the termination of Executive’s employmentall non-public information concerning the Company or any entity in which the Company has a 25% or greater ownership interest (“Company-Related Entity”) which was acquired by or disclosed to Executive during the course of Executive’s employment with the Company or any Company-Related Entity controlled by the Company, and not to disclose the same, either directly or indirectly, to any other person, firm or business entity or to use it in any way.
b. While the Executive is employed by the Company or Company-Related Entity and for a period of one year after the date of the Executive terminates employment for any reason, the Executive covenants and agrees that Executive will not, whether for Executive or for any other person, business, partnership, association, firm, company or corporation, initiate contact with, solicit, divert or take away any of the customers (entities or individuals from which the Company or any Company-Related Entity receives rents or payments for services) of the Company or any Company-Related Entity or employees of the Company or any Company-Related Entity in existence from time to time during Executive’s employment with the Company or any Company-Related Entity and at the time of such initiation, solicitation or diversion.
c. While the Executive is employed by the Company or any Company- Related Entity, the Executive covenants and agrees that Executive will not, directly or indirectly, engage in, assist, perform services for, plan for, establish or open, or have any financial interest (other than (i) ownership of 1% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System, or (ii) ownership of securities in any entity affiliated with the Company) in any person, firm, corporation, or business entity (whether as an employee, officer, director or consultant) that engages primarily in the refined petroleum product terminaling, pipeline transportation or logistical services business.
Confidentiality, Non-Solicitation and Non-Competition. (a) Employee acknowledges that as further inducement to the Company to enter into this Agreement, Employee has executed a Confidentiality, Non-Solicitation and Non-Competition Agreement (the "Confidentiality Agreement"), attached hereto as Exhibit "B". Employee's breach of the Confidentiality Agreement shall constitute a material breach of this Agreement.
(b) The Employee acknowledges the Company will suffer irreparable harm if the provisions of the Confidentiality Agreement and that the Company's remedies at law for damages will be inadequate if the Employee fails to comply with any of the provisions of the Confidentiality Agreement. Accordingly, the Employee agrees that the Company shall be entitled to any appropriate legal, equitable or other remedy, including preliminary and permanent injunctive relief, in the event the Employee fails to comply with the Confidentiality Agreement.
Confidentiality, Non-Solicitation and Non-Competition. (a) The Executive acknowledges and agrees that:
(i) in the course of performing the Executive's duties and responsibilities as an officer of the Corporation, the Executive has had and will be entrusted with detailed confidential information and trade secrets (printed or otherwise) concerning past, present, future, and contemplated products, services, operations and marketing techniques and procedures of the Corporation and its subsidiaries, including, without limitation, business plans, inventions, pending and undisclosed patents and patent applications, proprietary business methods and proprietary manufacturing operations, proprietary product and proprietary manufacturing information, know how, and information relating to addresses, preferences, needs and requirements of past, present and prospective clients, customers, suppliers and employees of the Corporation and its subsidiaries (collectively, "Trade Secrets"), the disclosure of any of which to competitors of the Corporation or to the general public, or the use of same by the Executive or any competitor of the Corporation or any of its subsidiaries, would be highly detrimental to the interests of the Corporation;
(ii) in the course of performing the Executive's duties and responsibilities for the Corporation, the Executive has been and will continue in the future to be a representative of the Corporation to its customers, clients and suppliers and as such has had and will continue in the future to have significant responsibility for maintaining and enhancing the goodwill of the Corporation with such customers, clients and suppliers and would not have, except by virtue of the Executive's employment with the Corporation, developed a close and direct relationship with the customers, clients and suppliers of the Corporation;
(iii) the Executive's services are extraordinary and unique;
(iv) the Corporation has a proprietary interest in its customers and clients;
(v) the Executive, as an officer of the Corporation, owes fiduciary duties to the Corporation, including the duty to act in the best interests of the Corporation; and,
(vi) the right to maintain the confidentiality of the Trade Secrets, the right to preserve the goodwill of the Corporation and the right to the benefit of any relationships that have developed between the Executive and the customers, clients and suppliers of the Corporation by virtue of the Executive's employment with the Corporation constitute proprietary rights of the Corporation, ...
Confidentiality, Non-Solicitation and Non-Competition. 5.1 In consideration of the compensation and benefits paid or provided to Executive pursuant to this Agreement, Executive agrees that for a period equal to the Restricted Period (as defined in Section 1(c) of Exhibit B) following his involuntary termination by the Company without Cause or Executive’s termination of his employment for Good Reason, Executive shall comply with the non-competition, non-recruitment and non-disclosure restrictions attached hereto as Exhibits B, C, and D respectively (the “Restrictive Covenants”). The Company and Executive recognize that Executive may experience periodic material changes in his job title and/or to the duties, responsibilities or services that he is called upon to perform on the behalf of the Company. If Executive experiences such a material change, the parties shall, as soon as is practicable, enter into a signed, written addendum to Exhibit B hereto reflecting such material change. Moreover, in the event of any material change in corporate organization (including, without limitation, spin-offs, split-offs, or public offerings of subsidiaries’ stock) on the part of the Direct Competitors set forth in Exhibit B hereto, the parties agree to amend Exhibit B, as necessary, at the Company’s request, in order to reflect such change. Upon execution, any such written modification to Exhibit B shall represent an enforceable amendment to this Agreement and shall augment and supplant the definitions of the terms Executive Services or Direct Competitor set forth in Exhibit B hereto, as applicable.
Confidentiality, Non-Solicitation and Non-Competition. The salary and benefits outlined in this Offer Letter are contingent upon your execution of the Confidentiality, Non-Solicitation and Non-Competition Agreement attached hereto as Exhibit A.
Confidentiality, Non-Solicitation and Non-Competition. If a Participant is employed in the United States in a position below the rank of Senior Vice President of the Corporation on the Date of Grant, then the Participant agrees and understands that (a) by accepting this Award the Participant shall be bound by and subject to the terms of the Confidentiality and Proprietary Rights Agreement attached to this Agreement and incorporated herein as Exhibit A and, to the extent permitted by law, the terms and conditions of the Non-Solicitation and Non-Competition Agreement attached to this Agreement and incorporated herein as Exhibit B; provided, however, that the Non-Solicitation and Non-Competition Agreement shall not be applicable to those Participants employed by Big River Steel (“BRS”) or Vice Presidents of the Corporation who are subject to similar noncompete provisions in prior agreements outside of the Plan with BRS or the Corporation, as applicable, and (b) notwithstanding any other terms or conditions of the Plan or this Agreement to the contrary, in addition to any other remedies available at law, all unvested RSUs will be forfeited immediately and without further action by the Corporation in the event the Participant fails to comply with or breaches any of the obligations and restrictions under Exhibits A or B of this Agreement.
Confidentiality, Non-Solicitation and Non-Competition. Executive ------------------------------------------------------ acknowledges that the business in which DIRECT III engages is competitive and that Executive's employment with DIRECT III has required and will require that Executive have access to and knowledge of confidential and proprietary information pertaining to DIRECT III that is of vital importance to the success of DIRECT III's business; that the direct or indirect disclosure of any such confidential information to existing or potential competitors of DIRECT III would place it at a competitive disadvantage and would do material damage, financial and otherwise, to its business; and that by virtue of Executive's training, experience, and expertise, some of Executive's services to DIRECT III will continue to be special and unique.
Confidentiality, Non-Solicitation and Non-Competition a. During the Term and thereafter, Executive shall not, except as may be required to perform his duties hereunder or as required by applicable law, disclose to others or use, whether directly or indirectly, any Confidential Information. For purposes of this Agreement, "Confidential Information" shall mean information about the Company, its subsidiaries and affiliates, and their respective clients, customers and employees that is not available to the general public and that was learned by Executive in the course of his employment by the Company, including (without limitation) any proprietary knowledge, trade secrets, data, formulae, information, client and customer lists, information regarding other employees of the Company, and all papers, resumes, records (including computer records) and the documents containing such Confidential Information. Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company, and that such information gives the Company a competitive advantage. Upon the termination of his employment for any reason whatsoever, Executive shall promptly deliver to the Company all documents, computer tapes and disks (and all copies thereof) containing any Confidential Information.
Confidentiality, Non-Solicitation and Non-Competition. (a) Except as otherwise required in Executive’s duties to the Company or as authorized in writing by the Company, Executive shall not at any time, either during or after Executive’s employment with the Company, disseminate, disclose, use, communicate or otherwise appropriate, either directly or indirectly, through any individual, person or entity, any Confidential Information (as defined below), and Executive shall retain all such information in trust in a fiduciary capacity for the sole use and benefit of the Company. Executive acknowledges that the Confidential Information is valuable, special, proprietary and unique to the Company, that the Company’s business depends on such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it secret and for the sole use and benefit of the Company. Executive shall take all steps necessary and all steps reasonably requested by Company to insure that all such Confidential Information is kept secret and confidential for the sole use and benefit of the Company. All records and other materials pertaining to the Confidential Information, whether or not developed by Executive, shall be and remain the exclusive property of the Company. Upon termination of Executive’s employment or at any other time that the Company in writing so requests, Executive shall promptly deliver to Company all materials concerning any Confidential Information and all copies of such materials and any other materials of the Company which are in Executive’s possession or under Executive’s control, and Executive shall not make or retain any copies or extracts of such materials. For purposes of this paragraph 5(a), Confidential Information means and includes all information known or used by the Company in the Company’s business and/or developed by or for the Company by any person, including Executive, which is not otherwise explicitly, consciously, properly, legally and generally known in any industry in which the Company is or may become engaged. Confidential Information does not include general skills and general knowledge of any industry obtained by reason of Executive’s association with the Company. Confidential Information specifically includes, but is not limited to, such information, whether now possessed or later obtained, concerning plans, marketing, sales and inventory methods, materials, processes, procedures, devices used by the Company, business forms, prices, suppliers, retail merchants w...
Confidentiality, Non-Solicitation and Non-Competition. (a) Executive reaffirms and agrees to comply with the terms of the Agreement Regarding Confidential Information, Intellectual Property and Non- Solicitation of Employees signed by the Executive, a copy of which is attached hereto as Exhibit B and incorporated herein by reference. Executive represents that he has delivered (or will as requested, but no later than the Leave Date, deliver) all Company papers, books, records, computer programs, or like materials in his possession or control and all copies thereof to the Company.
(b) In consideration of the covenants and agreements of the Company herein contained, the payments to be made by the Company pursuant to this Agreement, the positions of trust and confidence he has occupied with the Company and the information of a highly sensitive and confidential nature he has received as a result of such positions, the Executive agrees that he will not, during the period commencing on the date of this Agreement and ending on the Termination Date, without the prior written consent of the Company, either directly or indirectly accept employment by or serve as a consultant, agent, substantial stockholder, corporate officer, or director of, or in any other representative capacity for, any entity which is engaged in a line of business in which the Company (either directly or through a subsidiary or affiliate) is engaged on the Leave Date and which is a competitor of the Company or any of its subsidiaries, or assist in the solicitation of any work or engage in any other activity in competition with the business then being conducted by the Company or any of its subsidiaries. Executive acknowledges that the business conducted by the Company is worldwide and that it is reasonably necessary for the protection of the Company and its subsidiaries and their goodwill, in view of his knowledge of its and their worldwide operations, that he not provide to competitors of the Company or any of its subsidiaries anywhere in the world the benefit of his knowledge of the Company and its subsidiaries and its and their business. Executive further acknowledges that a breach by him of his agreements contained in this Section 4 would cause irreparable harm to the Company which is not adequately measurable by money damages and that, accordingly, in the event of such a breach, in addition to any and all other rights the Company may have, including, without limitation, rights at law and in equity, and the right of the Company to terminate certai...
