Confidentiality; Noncompetition Sample Clauses
Confidentiality; Noncompetition. A. 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 10(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 (as defined for purposes of Indiana law) at any time during or after the termination of employment.
Confidentiality; Noncompetition. Providing that the Company is funded prior to June 30, 2004, the Employee shall not, directly or indirectly, at any time (whether during the term of this Agreement or thereafter), disclose any Confidential Information (defined below) to any person, association, or other entity (other than the Affiliated Companies, as defined below), or use, or permit or assist any person, association, or other entity (other than the Affiliated Companies) to use, any Confidential Information, excepting only: (i) Confidential Information which (A) is then generally available to or obtainable by the public and which did not become so available or obtainable through the breach of any provision of this Agreement by the Employee, or (B) is obtained by the Employee on a non-confidential basis from a source other than an Affiliated Company or any agent or other representative of an Affiliated Company and such source had the right to disclose such Confidential Information to the Employee without violating any legal, contractual, fiduciary, or other obligation; and (ii) disclosures required by applicable law. Upon termination of his employment by the Employer (for any reason), the Employee shall immediately deliver to the Employer all documents and other materials containing any Confidential Information which are in his possession or under his control. During the Restricted Period (defined below), the Employee shall not, directly or indirectly (whether individually or as a shareholder or other owner, partner, member, director, officer, employee, consultant, creditor or agent of any person, association, or other entity):
(a) Enter into, engage in, or promote or assist (financially or otherwise), directly or indirectly, any business which competes with the business of any Affiliated Company (the "Business") anywhere in the Restricted Territory, provided that the foregoing shall not preclude the Employee from owning less than 1% of the outstanding capital stock of any corporation whose shares are publicly traded on a national securities exchange or system;
(b) Solicit or attempt to solicit business in competition with the Business from any person or entity (in any such case, a "Restricted Company"), or interfere or attempt to interfere with any relationship of any Affiliated Company with any Restricted Company;
(c) Induce or encourage any employee, officer, director, agent, supplier, or independent contractor of any Affiliated Company to terminate its relationship with any such Affilia...
Confidentiality; Noncompetition. As a condition of this Agreement, you agree to execute and be bound by the terms of the Company's form of Confidentiality, Invention Assignment and Non-Competition Agreement(s).
Confidentiality; Noncompetition. Employee hereby acknowledges and agrees that (i) in the course of his service as an officer of the Bank, he will gain substantial knowledge of and familiarity with the Bank’s customers and its dealings with them, and other information concerning the Bank’s business, all of which constitutes valuable assets and privileged information that is particularly sensitive due to the fiduciary responsibilities inherent in the banking business; and, (ii) in order to protect the Bank’s interest in and to assure it the benefit of its business, it is reasonable and necessary to place certain restrictions on Employee’s ability to compete against the Bank and on his disclosure of information about the Bank’s business and customers. For that purpose, and in consideration of the Bank’s agreements contained herein, Employee covenants and agrees as provided below.
Confidentiality; Noncompetition. A. The Employer and the Employee acknowledge that the services to be performed by the Employee under this Agreement are unique and extraordinary and that he has responsibility for tax and treasury which involve highly confidential matters. As a result of his employment, the Employee will be in possession of sensitive and highly confidential information relating to the business practices of the Company, both in the United States and abroad. 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 8.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 five (5) 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 or disclosing any trade secret (as defined for purposes of Indiana law) at any time during or after the termination of employment.
Confidentiality; Noncompetition. The Employee shall not, directly or ------------------------------- indirectly, at any time (whether during the term of this agreement or thereafter), disclose any Confidential Information (defined below) to any person, association, or other entity (other than the Affiliated Companies, as defined below), or use, or permit or assist any person, association, or other entity (other than the Affiliated Companies) to use, any Confidential Information, excepting only: (i) Confidential Information which (A) is then generally available to or obtainable by the public and which did not become so available or obtainable through the breach of any provision of this agreement by the Employee, or (B) is obtained by the Employee on a non-confidential basis from a source other than an Affiliated Company or any agent or other representative of an Affiliated Company and such source had the right to disclose such Confidential Information to the Employee without violating any legal, contractual, fiduciary, or other obligation; and (ii) disclosures required by applicable law. Upon termination of his employment by the Company (for any reason), the Employee shall immediately deliver to the Company all documents and other materials containing any Confidential Information which are in his possession or under his control. During the Restricted Period (defined below), the Employee shall not, directly or indirectly (whether individually or as a shareholder or other owner, partner, member, director, officer, employee, consultant, creditor or agent of any person, association, or other entity):
(a) Enter into, engage in, or promote or assist (financially or otherwise), directly or indirectly, any business which (i) provides dental services anywhere in the Restricted Territory, or (ii) competes with the business of any Affiliated Company (the "Business") anywhere in the Restricted Territory, provided that the foregoing shall not preclude the Employee from owning less than 1% of the outstanding capital stock of any corporation whose shares are publicly traded on a national securities exchange or system;
(b) Solicit or attempt to solicit business in competition with the Business from any insurance company, any dental plan provider, any person or entity which provides professional dental care services to the public, or any other third party to which any Affiliated Company provides management, consulting, or other services (in any such case, a "Restricted Company"), or interfere or attempt to...
Confidentiality; Noncompetition. The Executive shall not, directly or indirectly, at any time, disclose any Confidential Information (defined below) to any person, association, or other entity (other than the Affiliated Companies, as defined below), or use, or authorize or assist any person, association, or other entity (other than the Affiliated Companies) to use, any Confidential Information, excepting only (a) disclosures required by applicable law, and (b) disclosures made on a confidential basis to the Executive's legal counsel, accountants, or other financial advisors (the "Executive's Representatives"); provided that (i) if the Executive believes disclosure of Confidential Information is required by applicable law, the Executive shall promptly (and in any event prior to such disclosure) give the Company notice of such proposed disclosure and cooperate with the Company in all ways reasonably requested by it in its efforts to obtain a protective order or otherwise limit the scope of such disclosure to the extent the Company deems necessary or appropriate; (ii) the Executive shall cause the Executive's Representatives to observe and adhere to the terms of this paragraph the same as such terms are binding on the Executive and shall be responsible and liable for any breach of the terms of this paragraph by any such Representatives; and (iii) the Executive shall not be prohibited or restricted from disclosing or using Confidential Information to the extent reasonably necessary to protect his rights under this agreement or to defend himself in an action brought against him arising out of his service as a director, officer, or employee of any of the Affiliated Companies. On or before the Separation Date, the Executive shall immediately deliver to the Company all documents and other materials containing any Confidential Information which are in his possession or under his control; provided that the Company shall provide the Executive with reasonable access to Confidential Information which relates to his service as a director of the Company or its subsidiaries, or Confidential Information which relates to his compensation or service as an employee of the Company or its subsidiaries, for any reasonable purpose upon reasonable prior notice. During the Severance Period, the Executive shall not, other than as a result of any consulting services requested by the Company under Section 1 of this agreement, directly or indirectly (whether individually or as a shareholder or other owner, partner, me...
Confidentiality; Noncompetition. Employee hereby acknowledges and agrees that (i) in the course of his service as an officer of the Bank and the Company, he will gain substantial knowledge of and familiarity with the Bank’s and the Company’s customers and their dealings with such customers, and other information concerning the Bank’s and the Company’s business, all of which constitutes valuable assets and privileged information that is particularly sensitive due to the fiduciary responsibilities inherent in the banking business; and, (ii) in order to protect the Bank’s and the Company’s interest in and to assure them the benefit of their business, it is reasonable and necessary to place certain restrictions on Employee’s ability to compete against the Bank and the Company and on his disclosure of information about the Bank’s and the Company’s business and customers. For that purpose, and in consideration of the Bank’s and the Company’s agreements contained herein, Employee covenants and agrees as provided below.
Confidentiality; Noncompetition. In addition to and supplementing the covenants contained in Section 5.2 of the Agreement and Plan of Merger (the "Merger Agreement"), dated August 22, 1998, among the Parent, JAG Acquisition Corp., Xxxx of All Games, Inc. and Employee, the Employer and Employee agree as follows:
(a) The Employer and the Employee acknowledge that the services to be performed by the Employee under this Agreement may result in the Employee being in possession of confidential information relating to the business practices of the Company and the Parent. The term "confidential information" shall mean any and all information (verbal and written) relating to the Company, the Parent or any of their respective 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: existing and proposed projects, source codes, object codes, forecasts, assumptions, trade secrets, personnel lists, financial information, research projects, services, pricing, customers, customer lists and prospects, product sourcing, marketing and selling and servicing. The Employee agrees that he will not, at any time during or after the termination of his 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 or Parent and that Employee agrees that all confidential information shall be the sole property of the Company.
Confidentiality; Noncompetition. Xxxxxx hereby acknowledges and agrees that (i) in the course of his service as an officer of the Bank, he will gain substantial knowledge of and familiarity with the Bank’s customers and its dealings with them, and other information concerning the Bank’s business, all of which constitutes valuable assets and privileged information that is particularly sensitive due to the fiduciary responsibilities inherent in the banking business; and, (ii) in order to protect the Bank’s interest in and to assure it the benefit of its business, it is reasonable and necessary to place certain restrictions on Xxxxxx’x ability to compete against the Bank and on his disclosure of information about the Bank’s business and customers. For that purpose, and in consideration of the Bank’s agreements contained herein, Xxxxxx covenants and agrees as provided below.