Common use of Confidentiality Non Solicitation Clause in Contracts

Confidentiality Non Solicitation. (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, business enterprise or other entity, any trade or business secret, process, method or means, or any other confidential information concerning the business or policies of the Parent or its affiliates including, without limitation, any information, data, or other confidential information 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 Parent or its affiliates generally; PROVIDED that the foregoing shall not apply to information which is not unique to the Parent or its affiliates or which is generally known to the industry or the public other than as a result of the Executive's breach of this covenant. Executive agrees not to remove from the premises of the Parent or its affiliates, except as an employee of the Parent or its affiliates in pursuit of the business of the Parent or its affiliates or except as specifically permitted in writing by the Parent, 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 Parent and its affiliates. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Parent 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 Parent or its affiliates, and no copy of any such confidential information shall be retained by him. (b) Executive agrees that for so long as he is employed by the Parent and for a period of one year thereafter, Executive shall not, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venturer or otherwise, (A) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Parent or its affiliates to terminate such person's contract of employment or agency, as the case may be, with the Parent or its affiliates, (B) employ or offer employment to any person who was employed by the Parent or its affiliates in other than a purely administrative capacity unless such person shall have ceased to be employed by the Parent or its affiliates for a period of at least 12 months, or (C) divert, or attempt to divert, any person, concern, or entity from doing business with the Parent or its affiliates, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Parent or its affiliates. (c) Executive agrees that, at any time and from time to time during and after the Term, he will execute any and all documents which the Parent may deem reasonably necessary or appropriate to effectuate the provisions of this Section 5.3.

Confidentiality Non Solicitation. (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, business enterprise or other entity, any trade or business secret, process, method or means, or any other confidential information concerning the business or policies of the Parent or its affiliates including, without limitation, any information, data, or other confidential information 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 Parent or its affiliates generally; PROVIDED provided that the foregoing shall not apply to information which is not unique to the Parent or its affiliates or which is generally known to the industry or the public other than as a result of the Executive's breach of this covenant. Executive agrees not to remove from the premises of the Parent or its affiliates, except as an employee of the Parent or its affiliates in pursuit of the business of the Parent or its affiliates or except as specifically permitted in writing by the Parent, 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 Parent and its affiliates. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Parent 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 Parent or its affiliates, and no copy of any such confidential information shall be retained by him. (b) Executive agrees that for so long as he is employed by the Parent and for a period of one (1) year thereafter, . Executive shall not, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venturer or otherwise, (A) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Parent or its affiliates to terminate such person's contract of employment or agency, as the case may be, with the Parent or its affiliates, (B) employ or offer employment to any person who was employed by the Parent or its affiliates in other than a purely administrative capacity unless such person shall have ceased to be employed by the Parent or its affiliates for a period of at least 12 months, or (C) divert, or attempt to divert, any person, concern, or entity from doing business with the Parent or its affiliates, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Parent or its affiliates. (c) Executive agrees that, at any time and from time to time during and after the Term, he will execute any and all documents which the Parent may deem reasonably necessary or appropriate to effectuate the provisions of this Section 5.3.

Confidentiality Non Solicitation. (a) Executive From and after the Closing Date, the Seller agrees that he it will not, at nor will it permit any time during or after the Termof its Affiliates to, make use of of, divulge or divulge disclose to any third party (other person, firm, business enterprise or other entity, any trade or business secret, process, method or meansthan Buyer, or any other confidential information concerning the business agent or policies employee of the Parent or its affiliates including, without limitation, Buyer) any information, data, or other confidential information 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 Parent or its affiliates generally; PROVIDED that the foregoing shall not apply to information which is not unique Confidential Information related to the Parent Company or any of its affiliates Subsidiaries, the Business or which is Buyer, other than in connection with Requirements of Law, unless (i) such information was or becomes generally known available to the industry or the public other than as a result of the Executive's breach of this covenant. Executive agrees not to remove from the premises of the Parent or its affiliates, except as an employee of the Parent or its affiliates in pursuit of the business of the Parent or its affiliates or except as specifically permitted in writing a disclosure by the Parent, Seller or any document of its Affiliates or other object containing (ii) such information was 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 Parent and its affiliates. Upon termination of his employment hereunder, Executive shall forthwith deliver becomes available to the Parent all Seller on a non-confidential basis from a source other than from Buyer or the Company and such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents source is not bound by a confidentiality obligation to Buyer or property made or held by him or under his control in relation to the business or affairs of the Parent or its affiliates, and no copy of any such confidential information shall be retained by himCompany. (b) Executive agrees that for so long as he is employed by the Parent and for For a period of one year thereaftertwo (2) years following the Closing Date, Executive the Seller agrees that it shall not, and shall cause its Affiliates not to, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venturer or otherwise, indirectly through another Person (Ai) solicit or induceencourage any employee of the Company or its Affiliates to leave the employ of the Company or such Affiliate, as applicable, or engage in any conduct or communications with any employee of the Company or any Affiliate thereof that directly or indirectly causes such employee to terminate their employment relationship with the Company or such Affiliate, except that the Seller may engage in general public advertisements and recruitment efforts not directed at employees of the Company or any Affiliate, to which the employees of the Company or its Affiliates may respond, (ii) hire any person who is or was an employee of the Company or an Affiliate thereof until one (1) year after such individual’s employment relationship with the Company or any such Affiliate has been terminated or (iii) solicit or encourage any Producer, customer, supplier, vendor, licensee or other business relation of the Company or its Affiliates to cease doing business with the Company or such Affiliate, or in any manner attempt to solicit way interfere with the relationship between any such customer, supplier, vendor, licensee or inducebusiness relation, any person employed byon the one hand, or as agent of, and the Parent Company or its affiliates to terminate such person's contract of employment or agencyAffiliates, as on the case may be, with the Parent or its affiliates, (B) employ or offer employment to any person who was employed by the Parent or its affiliates in other than a purely administrative capacity unless such person shall have ceased to be employed by the Parent or its affiliates for a period of at least 12 months, or (C) divert, or attempt to divert, any person, concern, or entity from doing business with the Parent or its affiliates, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Parent or its affiliateshand. (c) Executive agrees that, at any time and from time to time during and after the Term, he will execute any and all documents which the Parent may deem reasonably necessary or appropriate to effectuate the provisions of this Section 5.3.