Confidentiality, Noncompetition and Nonsolicitation. This Agreement shall not supersede or nullify in any way the Employee Confidentiality, Noncompetition, Nonsolicitation Agreement executed by the Executive on April 13,2005. The Employee Confidentiality, Noncompetition, Nonsolicitation Agreement shall remain in full force and effect and any requirements of such agreement shall be incorporated by reference into this Agreement.
Confidentiality, Noncompetition and Nonsolicitation. (a) The Executive will not, during or after the Term of Employment, disclose to any entity or person any information (including, but not limited to, information about customers or about the design, manufacture or marketing of products or services)
(i) which is not generally known to the public (other than through the Executive's own breach of this Agreement); (ii) which relates to the business of the Company or any of its subsidiaries; (iii) which is treated as confidential by the Company; and (iv) to which the Executive gains access by reason of his position as an employee or director of the Company, except as such disclosure (i) is required or appropriate in connection with his work as an employee of the Company, or (ii) is required by a court of law, by any governmental agency having supervisory authority over the business of the Company, or by any other person or body with apparent jurisdiction to order him to disclose such information.
(b) While the Executive continues to be an employee of the Company and for the two-year period immediately following his Date of Termination (or if the Executive's employment is terminated by the Company without Cause or by the Executive with Good Reason, for the one-year period immediately following his Date of Termination), the Executive shall not, except as permitted by the Company upon its prior written consent, (i) enter, directly or indirectly, into the employ of or render or engage in, directly or indirectly, any services to any person, firm, corporation or other entity that is in competition (or is actively planning to engage in competition) with the Company with respect to (x) any local loop business (if the Company is engaged in such business on the Date of Termination), (y) any business actively conducted by the Company on the Date of Termination or (z) any business which, on the Date of Termination, the Company plans to enter pursuant to a business strategy in the development of which the Executive actively participated and which was adopted by the Board before the Executive's termination of employment (any of the foregoing being referred to herein as a "Competitive Business"), or (ii) become interested, directly or indirectly, in any such person, firm, corporation or other entity as an individual, partner, member, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity. The ownership of three percent (3%) of any class of the...
Confidentiality, Noncompetition and Nonsolicitation. 10.1 The Executive will not, during or after the Term, disclose to any entity or person any information which is treated as confidential by the Company or any of its subsidiaries or affiliates and is not generally known or available in the marketplace, and to which the Executive gains access by reason of his position as an employee or director of the Company or any of its subsidiaries or affiliates (each, an "EE Entity").
10.2 If, at any time prior to the end of the Term, the Executive terminates his own employment (and not in connection with his Disability, Retirement or death) or the Company terminates his employment with Cause, then for a twelve-month period immediately following his Date of Termination, the Executive shall not, except as permitted by the Company upon its prior written consent, enter, directly or indirectly, into the employ of or render or engage in, directly or indirectly, any services to any person, firm or corporation within the "Restricted Territory," which is a major competitor of any EE Entity with respect to products which any EE Entity is then producing or services any EE Entity is then providing (a "Competitor"). However, it shall not be a violation of the immediately preceding sentence for the Executive to be employed by, or render services to, a Competitor, if the Executive renders those services only in lines of business of the Competitor which are not directly competitive with the primary lines of business of any EE Entity, or are outside of the Restricted Territory. For purposes of this Section 10.2, the "Restricted Territory" shall be the states of Connecticut, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island and Vermont.
10.3 If the Executive's employment is terminated for any reason, then for the twelve month period immediately following his Date of Termination the Executive shall not, except as permitted by the Company upon its previous written consent, solicit on his own behalf or on behalf of another person or entity any EE Entity employee for hire or retention as an employee, consultant, or service provider.
Confidentiality, Noncompetition and Nonsolicitation. For purposes of this Section 7, all references to the Company shall be deemed to include the Company’s and its Subsidiaries, whether now existing or hereafter established or acquired. In consideration for the compensation and benefits provided to Employee pursuant to this Agreement, Employee agrees with the provisions of this Section 7.
Confidentiality, Noncompetition and Nonsolicitation. As a term and condition of being eligible to receive the severance pay and benefits described in Sections 3(b) and (c) of this Agreement, Executive hereby reaffirms his or her obligations under the Delcath Systems, Inc. Employee Confidentiality and Restrictive Covenant Agreement between the Executive and the Company, dated [January 8, 2014].
Confidentiality, Noncompetition and Nonsolicitation. (a) Seller agrees that, for a period of four (4) years after the Closing Date, it will not in any manner, directly or indirectly, by itself or in conjunction with any other person, (i) conduct activities that are competitive with the Business or (ii) acquire, establish or own any financial, beneficial or other interest in (other than an interest consisting of less than one percent (1%) of a class of publicly traded security), make any loan to or for the benefit of, or render any managerial, marketing or other business advice, to any entity that is then conducting activities that are competitive with the Business.
(b) Seller further agrees that, for a period of four (4) years after the Closing Date, Seller and its officers will keep confidential and not directly or indirectly divulge to anyone or use or otherwise appropriate for its own benefit or for the benefit of others, any knowledge or information of a confidential nature with respect to the Rights and Assets, including all trade secrets, pricing information or technical information (hereinafter referred to as the "Confidential Data"), except for (i) a disclosure that is required by law; (ii) information that becomes generally available to the public through no fault of Seller, or (iii) information that is reasonably necessary for Seller to disclose in connection with its permitted use of certain of the Transferred Software pursuant to the VSE and PforJ License Agreements. Seller hereby acknowledges and agrees that the prohibitions against disclosure of Confidential Data recited herein are in addition to, and not in lieu of, any rights or remedies which Buyer may have available pursuant to the laws of any jurisdiction or at common law to prevent the disclosure of confidential information, and the enforcement by Buyer of any other rights or available remedies which Buyer may possess in law or
Confidentiality, Noncompetition and Nonsolicitation. The -------------------------------------------------- confidentiality, noncompetition and nonsolicitation covenants attached hereto as Exhibit A (the "Confidentiality, Noncompetition and Nonsolicitation Covenants") are hereby incorporated by reference and made a part of this Agreement.
Confidentiality, Noncompetition and Nonsolicitation. (a) The Executive will not, during or after the Term, disclose to any entity or person any information (including, but not limited to, information about customers or about the design, manufacture or marketing of products or services) which is treated as confidential by the Company and to which the Executive gains access by reason of his position as an employee of the Company.
(b) While the Executive continues to be an employee of the Company and for the eighteen-month period immediately following his Date of Termination, the Executive shall not, within any geographic region of the United States of America in which the Company then conducts business or in which the Company plans to conduct business pursuant to a business strategy adopted by the Board before the Executive's termination of employment, except as permitted by the Company upon its prior written consent, (i) enter, directly or indirectly, into the employ of, or render or engage in, directly or indirectly, any services to any person, firm or corporation which directly competes with the Company with respect to any business then conducted by the Company or any business which the Company plans to enter pursuant to a business strategy adopted by the Board before the Executive's termination of employment (a "Competitor"), or (ii) become interested, directly or indirectly, in any such Competitor as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity. The ownership of up to one percent (1%) of any class of the outstanding securities of any publicly traded corporation, even though such corporation may be a Competitor, shall not be deemed as constituting an interest in such Competitor which violates clause (ii) of the immediately preceding sentence. Notwithstanding the preceding provisions of this Section 10(b), the Executive may render legal services to businesses which are directly competitive with the Company so long as the Executive, in rendering such legal services, does not violate any attorney-client privilege or any duties of confidentiality and non-disclosure owed to the Company under this Agreement, under any other agreement between the Executive and the Company, or otherwise.
(c) While the Executive continues to be an employee of the Company and for the eighteen-month period immediately following his Date of Termination, the Executive shall not, except as permitted by the Company upon ...
Confidentiality, Noncompetition and Nonsolicitation a) You agree and promise that you have not disclosed, and will not disclose, either directly or indirectly, in any manner whatsoever, except to members of your immediate family, attorney or accountant, any information regarding the existence or terms of this Agreement, to any person or entity whatsoever including, but not limited to, members of the press or media, present and former officers, employees and agents of the Company or any previous, future or prospective employer, and other members of the public, except as may be required by law.
b) You agree not to use, disclose to others, or permit anyone access to any of Company's trade secrets or confidential or proprietary information (collectively, “Confidential Information”), subject to the provisions provided below. In addition, if applicable, you acknowledge and confirm that, among other provisions, any previously executed confidentiality agreements shall remain in full force and effect.
c) You agree that, in consideration for the benefits being provided under this Agreement, you shall not, without the Company’s prior written consent, either directly or indirectly: (i) engage in, be employed by, act as a consultant for or have a financial interest in any business engaged in the Company Business (as defined below) at any time during the Salary Continuation Period; or (ii) solicit or offer employment to any person who is either a current or former employee of the Company or any of the other Releasees for a period of two (2) years following your Termination Date, unless the person has not been employed by the Company or any of the Releasees for at least 12 months prior to any such solicitation. For the purposes of this Agreement, the term “Company Business” shall mean any business with a primary focus in either: (1) weight loss or weight management programs, services and/or other similar activities, including but not limited to, the business of creating, developing, marketing, maintaining and/or managing an electronic, digital, internet, web-based or other similar digital or electronic media business related to weight loss or weight management programs, services and/or other similar activities (either free or on a subscription basis); or (2) behavioral change management toward healthy eating. It is agreed and understood that the provisions of this Section 9(c) shall preempt and supersede any prior noncompetition and/or nonsolicitation agreements between the Company and you.
Confidentiality, Noncompetition and Nonsolicitation. (a) For a period of three (3) years from the date of execution of this Agreement, Executive shall not, at any time or place, either directly or indirectly, engage in any business or activity in competition with the business affairs or interests of Citizens or be a director, officer or consultant to any bank, savings and loan association, credit union, thrift, savings bank or similar institution in the Chicago-Xxxx-Kenosha CMSA (as reported by the U.S. Census Bureau). For purposes of this Agreement, "Competition" is defined as activities typically engaged in by financial institutions, including, but not limited to, lending, deposit taking, and investments.
