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Common use of Confidentiality; Noncompetition Clause in Contracts

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.

Appears in 2 contracts

Samples: Employment Agreement (Brightpoint Inc), Employment Agreement (Brightpoint Inc)

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Confidentiality; Noncompetition. A. (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 and, as a result of his such employment, the Employee will be in possession of sensitive and highly confidential information relating to the business practices of the Company. For purposes of this Agreement, both in the United States and abroad. The term "confidential informationCONFIDENTIAL 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.A8(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) 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 or disclosing any trade secret (as defined for purposes of Indiana law) at any time during or after the termination of employment.

Appears in 1 contract

Samples: Employment Agreement (Intellicell Corp)

Confidentiality; Noncompetition. A. (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 and, as a result of his such 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 informationConfidential 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 2 Revision 07.18.2005-1.0 information which is in the public domain) other than as the result of breach of the provisions of this Section 8.A6(a), including, but not limited to, information relating to: trade secrets, formulas, 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 six months 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 Florida law) at any time during or after the termination of employment.

Appears in 1 contract

Samples: Employment Agreement (China Wireless Communications Inc)

Confidentiality; Noncompetition. A. (a) The Employer Company and the Employee acknowledge that the services to be performed by the Employee under this the Agreement are unique and extraordinary and that he has responsibility for tax and treasury which involve highly confidential matters. As and, as a result of his such 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 oral or 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.A8(a), including, but not limited to, information relating to: trade secrets, proprietary information, 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 his employment or for a period of five (5) years after subsequent to 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 EmployerCompany, without the prior written consent of EmployerCompany; 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. At no time during the Employment Term or thereafter shall the Employee disparage the commercial, business or financial reputation of the Company. (b) In consideration of Company's hiring Employee, the payment by the Company to the Employee as described below and for other good and valuable consideration, the Employee hereby agrees that he shall not, during the Employment Term and for a period of one (1) year following such employment (the “Restrictive Period”), directly or indirectly, take any action which constitutes an interference with or a disruption of any of the Company's business activities. (c) For purposes of clarification, but not of limitation, the Employee hereby acknowledges and agrees that the provisions of subparagraph 8(b) above shall serve as a prohibition against him, during the Restrictive Period, from: (1) contacting, soliciting or directing any person, firm, or corporation to contact or solicit, any of the Company’s customers, prospective customers, or business partners for the purpose of selling or attempting to sell, any products and/or services that are the same or substantially similar to the products and services provided by the Company to its customers during the Restrictive Period. In addition, the Employee will not disclose the identity of any such business partners, customers, or prospective customers, or any part thereof, to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever; (2) engaging or carrying on in any manner (including, without limitation, as principal, shareholder, partner, lender, agent, employee, consultant, or investor (other than a passive investor with less than a five percent (5%) interest) trustee or through the agency of any corporation, partnership, limited liability company, or association) in any business that is in competition with the engaged in any business in competition with the business of the Company; or (3) soliciting on his own behalf or on behalf of any other person, the services of any person who is an employee of the Company, or soliciting any of the Company's employees to terminate employment with the Company. (d) Upon the termination of the Employee's employment for any reason whatsoever, all documents, records, notebooks, equipment, price lists, specifications, programs, customer and prospective customer lists and other materials which refer or relate to any aspect of the business of the Company which are in the possession or under the control of the Employee including all copies thereof, shall be promptly returned to the Company. (e) The parties hereto hereby acknowledge and agree that (i) the Company would be irreparably injured in the event of a breach by the Employee of any of his obligations under this Section 8, (ii) monetary damages would not be an adequate remedy for any such breach, and (iii) the Company shall be entitled to injunctive relief, in addition to any other remedy which it may have, in the event of any such breach. (f) The rights and remedies enumerated in Section 8(e) shall be independent of the other, and shall be enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity. (g) If any provision contained in this Section 8 is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid portions. (h) This Section 8 shall survive the termination of this Agreement. (i) It is the intent of the parties hereto that the covenants contained in this Section 8 shall be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought (the Employee hereby acknowledging that said restrictions are reasonably necessary for the protection of the Company). Accordingly, it is hereby agreed that if any of the provisions of this Section 8 shall be adjudicated to be invalid or unenforceable for any reason whatsoever, said provision shall be (only with respect to the operation thereof in the particular jurisdiction in which such adjudication is made) construed by limiting and reducing it so as to be enforceable to the extent permissible, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of said provision in any other jurisdiction.

Appears in 1 contract

Samples: Employment Agreement (Green Earth Technologies Inc)

Confidentiality; Noncompetition. A. (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 and, as a result of his such 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.A7(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 one year 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.

Appears in 1 contract

Samples: Employment Agreement (Take Two Interactive Software Inc)

Confidentiality; Noncompetition. A. (a) The Employer Company and the Employee acknowledge that the services to be performed by the Employee under this the Agreement are unique and extraordinary and that he has responsibility for tax and treasury which involve highly confidential matters. As and, as a result of his such 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 oral or 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.A8(a), including, but not limited to, information relating to: trade secrets, proprietary information, 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 his employment or for a period of five (5) years after subsequent to 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 EmployerCompany, without the prior written consent of EmployerCompany; 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. At no time during the Employment Term or thereafter shall the Employee directly or indirectly, disparage the commercial, business or financial reputation of the Company. (b) In consideration of Company’s hiring Employee, the payment by the Company to the Employee as described below and for other good and valuable consideration, the Employee hereby agrees that he shall not, during the Employment Term and for a period of one (1) year following such employment (the “Restrictive Period”), directly or indirectly, take any action which constitutes an interference with or a disruption of any of the Company’s business activities. (c) For purposes of clarification, but not of limitation, the Employee hereby acknowledges and agrees that the provisions of subparagraph 8(b) above shall serve as a prohibition against him, during the Restrictive Period, from: (1) directly or indirectly, contacting, soliciting or directing any person, firm, or corporation to contact or solicit, any of the Company’s customers, prospective customers, or business partners for the purpose of selling or attempting to sell, any products and/or services that are the same or substantially similar to the products and services provided by the Company to its customers during the Restrictive Period. In addition, the Employee will not disclose the identity of any such business partners, customers, or prospective customers, or any part thereof, to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever; (2) directly or indirectly, engaging or carrying on in any manner (including, without limitation, as principal, shareholder, partner, lender, agent, employee, consultant, or investor (other than a passive investor with less than a five percent (5%) interest) trustee or through the agency of any corporation, partnership, limited liability company, or association) in any business that is in competition with the engaged in any business in competition with the business of the Company; or (3) soliciting on his own behalf or on behalf of any other person, the services of any person who is an employee of the Company, or soliciting any of the Company’s employees to terminate employment with the Company. (d) Upon the termination of the Employee’s employment for any reason whatsoever, all documents, records, notebooks, equipment, price lists, specifications, programs, customer and prospective customer lists and other materials which refer or relate to any aspect of the business of the Company which are in the possession or under the control of the Employee including all copies thereof, shall be promptly returned to the Company. (e) The parties hereto hereby acknowledge and agree that (i) the Company would be irreparably injured in the event of a breach by the Employee of any of his obligations under this Section 8, (ii) monetary damages would not be an adequate remedy for any such breach, and (iii) the Company shall be entitled to injunctive relief, in addition to any other remedy which it may have, in the event of any such breach. (f) The rights and remedies enumerated in Section 8(e) shall be independent of the other, and shall be enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity. (g) If any provision contained in this Section 8 is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid portions. (h) This Section 8 shall survive the termination of this Agreement. (i) It is the intent of the parties hereto that the covenants contained in this Section 8 shall be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought (the Employee hereby acknowledging that said restrictions are reasonably necessary for the protection of the Company). Accordingly, it is hereby agreed that if any of the provisions of this Section 8 shall be adjudicated to be invalid or unenforceable for any reason whatsoever, said provision shall be (only with respect to the operation thereof in the particular jurisdiction in which such adjudication is made) construed by limiting and reducing it so as to be enforceable to the extent permissible, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of said provision in any other jurisdiction.

Appears in 1 contract

Samples: Employment Agreement (Green Earth Technologies Inc)

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Confidentiality; Noncompetition. A. (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 and, as a result of his such 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 general business practices not unique to the Company but commonly practiced in the interactive entertainment industry and such information which can be shown by the Employee to be in the public domain or otherwise known to the public (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.A7(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) 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 or disclosing any trade secret (as defined for purposes of Indiana law) at any time during or after the termination of employment. Nothing in this Agreement shall prohibit Employee from discussing or revealing Confidential Information with Employee's attorney or as otherwise required by a court of competent jurisdiction or under applicable law.

Appears in 1 contract

Samples: Employment Agreement (Take Two Interactive Software Inc)

Confidentiality; Noncompetition. A. (a) The Employer Company (which for purposes of this Section 8 includes the Company and any of the Company's presently existing and hereinafter formed subsidiaries) 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 and, as a result of his such 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 oral or 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.A8(a), including, but not limited to, information relating to: trade secrets, proprietary information, 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 his employment or for a period of five (5) years after subsequent to 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 EmployerCompany, without the prior written consent of EmployerCompany; provided, however, that the Employee understands that Employee he 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. At no time during the Employment Term, or thereafter shall the Employee directly or indirectly, disparage the commercial, business or financial reputation of the Company.

Appears in 1 contract

Samples: Employment Agreement (Edgar Online Inc)

Confidentiality; Noncompetition. A. (a) The Employer Company and the Employee acknowledge that the services to be performed by the Employee under this the Agreement are unique and extraordinary and that he has responsibility for tax and treasury which involve highly confidential matters. As and, as a result of his such 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 oral or 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.A8(a), including, but not limited to, information relating to: trade secrets, proprietary information, 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 his employment or for a period of five (5) years after subsequent to 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 EmployerCompany, without the prior written consent of EmployerCompany; 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. At no time during the Employment Term or thereafter shall the Employee directly or indirectly, disparage the commercial, business or financial reputation of the Company. (b) In consideration of Company’s hiring Employee, the payment by the Company to the Employee as described below and for other good and valuable consideration, the Employee hereby agrees that he shall not, during the Employment Term and for a period of one (1) year following such employment (the “Restrictive Period”), directly or indirectly, take any action which constitutes an interference with or a disruption of any of the Company’s business activities. (c) For purposes of clarification, but not of limitation, the Employee hereby acknowledges and agrees that the provisions of subparagraph 8(b) above shall serve as a prohibition against him, during the Restrictive Period, from: (1) directly or indirectly, contacting, soliciting or directing any person, firm, or corporation to contact or solicit, any of the Company’s customers, prospective customers, or business partners for the purpose of selling or attempting to sell, any products and/or services that are the same or substantially similar to the products and services provided by the Company to its customers during the Restrictive Period. In addition, the Employee will not disclose the identity of any such business partners, customers, or prospective customers, or any part thereof, to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever; (2) directly or indirectly, engaging or carrying on in any manner (including, without limitation, as principal, shareholder, partner, lender, agent, employee, consultant, or investor (other than a passive investor with less than a five percent (5%) interest) trustee or through the agency of any corporation, partnership, limited liability company, or association) in any business that is in competition with the engaged in any business in competition with the business of the Company; or (3) soliciting on his own behalf or on behalf of any other person, the services of any person who is an employee of the Company, or soliciting any of the Company’s employees to terminate employment with the Company. (d) Upon the termination of the Employee’s employment for any reason whatsoever, all documents, records, notebooks, equipment, price lists, specifications, programs, customer and prospective customer lists and other materials which refer or relate to any aspect of the business of the Company which are in the possession or under the control of the Employee including all copies thereof, shall be promptly returned to the Company. (e) The parties hereto hereby acknowledge and agree that (i) the Company would be irreparably injured in the event of a breach by the Employee of any of his obligations under this Section 8, (ii) monetary damages would not be an adequate remedy for any such breach, and (iii) the Company shall be entitled to injunctive relief, in addition to any other remedy which it may have, in the event of any such breach. (f) The rights and remedies enumerated in Section 8(e) shall be independent of the other, and shall be enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity. (g) If any provision contained in this Section 8 is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid portions. (h) This Section 8 shall survive the termination of this Agreement. (i) It is the intent of the parties hereto that the covenants contained in this Section 8 shall be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought (the Employee hereby acknowledging that said restrictions are reasonably necessary for the protection of the Company). Accordingly, it is hereby agreed that if any of the provisions of this Section 8 shall be adjudicated to be invalid or unenforceable for any reason whatsoever, said provision shall be (only with respect to the operation thereof in the particular jurisdiction in which such adjudication is made) construed by limiting and reducing it so as to be enforceable to the extent permissible, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of said provision in any other jurisdiction.

Appears in 1 contract

Samples: Employment Agreement (Green Earth Technologies Inc)

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