Confidentiality Restrictive Covenants. Employee acknowledges that his employment with the Company will afford Employee an opportunity to identify the Company's business strategies and know-how, enable him to establish favorable relations with the Company's customers, business prospects and suppliers and provide him with access to other confidential, trade secret or proprietary information of the Company (collectively, the "Confidential Information") including, without limitation, business and marketing plans, customer files and lists, business prospects, sales techniques, billing files, software, source code, financial information, reports, summaries, spreadsheets, evaluations, drawings, specifications, seismic data, reserve reports, prospect analyses, geological and geophysical data, maps, models, interpretations, and other confidential or proprietary information of the Company whether in written, graphic, electronic or any other format. Employee further acknowledges that the Company will expend considerable amounts of time, money and other assets in the development of this Confidential Information which is essential to its business, and Employee acknowledges that his employment by the Company is conditioned on his promise not to use any Confidential Information or to divulge any Confidential Information to any person or entity not employed by the Company without the Company's prior written approval. Employee, therefore, agrees not to use, disclose or in any manner reveal to any person, firm, company, corporation or other entity any of the Confidential Information conveyed to him or in connection with his employment by the Company prior or subsequent to this Agreement other than for Employee to carry out his duties under this Agreement. Anything herein to the contrary notwithstanding, this Agreement shall be inoperative as to such portions of the Confidential Information which (i) are or become generally available to the public other than as a result of a disclosure by Employee; (ii) become available to Employee on a nonconfidential basis from a source, other than the Company or its representatives, which has represented to Employee (and which Employee has no reason to disbelieve after due inquiry) that such source is entitled to disclose it, or (iii) were known to Employee on a nonconfidential basis prior to disclosure to Employee by the Company or its representatives. Employee further agrees that while he remains in the employ of the Company and for a period of twelve (12) months following t...
Confidentiality Restrictive Covenants. Employee agrees to be bound by the applicable UCH and Company policies regarding confidentiality, solicitation, competition, and disparagement as set forth in UCH’s and Company’s policy manuals and as may be amended from time to time. Employee shall at all times hold in strict confidence any Proprietary or Confidential Information related to UCH, Company or their subsidiaries and affiliates, except that Employee may disclose such information as required by law, court order, regulation or similar order. For purposes of this Agreement, the term “Proprietary or Confidential Information” shall mean all information relating to UCH, Company, their subsidiaries or affiliates (such as business plans, trade secrets, or financial information of strategic importance to the Company or its subsidiaries or affiliates) that is not generally known in the airline industry, that was learned, discovered, developed, conceived, originated or prepared during Employee’s employment with Company and the disclosure of which would be harmful to the business prospects, financial status or reputation of UCH, Company or their subsidiaries or affiliates at the time of any disclosure by Employee. The relationship between Employee and UCH and its affiliates is and shall continue to be one in which UCH and its affiliates reposes special trust and confidence in Employee, and one in which Employee has and shall have a fiduciary relationship to UCH and its affiliates. As a result, UCH and its affiliates shall, in the course of Employee’s duties under the Agreement entrust Employee with, and disclose to Employee, Proprietary or Confidential Information. Employee recognizes that Proprietary or Confidential Information has been developed or acquired, or will be developed or acquired, by UCH and its affiliates at great expense, is proprietary to UCH and its affiliates, and is and shall remain the property of UCH and its affiliates. Employee acknowledges the confidentiality of Proprietary or Confidential Information and acknowledges that Employee could not competently perform Employee’s duties under this Agreement without access to such information. Employee acknowledges that any use of Proprietary or Confidential Information by persons not in the employ of UCH and its affiliates would provide said persons an unfair competitive advantage which they would not have without the use of said Proprietary or Confidential Information and that said advantage would cause UCH and its affiliates irreparable h...
Confidentiality Restrictive Covenants. By executing this Agreement, each Member expressly agrees, at all times during the term of the Company and thereafter and whether or not at the time a Member of the Company, to maintain the confidentiality of, and not to disclose to any person other than the Company, another Member or a person designated by the Company, any information relating to the business, financial structure, financial position or financial results, clients or affairs of the Company that shall not be generally known to the public or the securities industry, except as otherwise required by law or by any regulatory or self-regulatory organization having jurisdiction; provided, that any corporate Member may disclose any such information it is required by law, rule, regulation or custom to disclose. In addition, each Member shall be subject to the restrictive covenants and other obligations set forth in such Member’s Admission Letter.
Confidentiality Restrictive Covenants. (a) By executing this Agreement, each Partner expressly agrees, at all times during the term of the Partnership and thereafter and whether or not at the time a Partner of the Partnership, to maintain the confidentiality of, and not to disclose to any person other than the Partnership, another Partner or a person designated by the Partnership, any information relating to the business, financial structure, financial position or financial results, clients or affairs of the Partnership or the Funds that shall not be generally known to the public or the securities industry, except as otherwise required by law or by any regulatory or self-regulatory organization having jurisdiction; provided, that any corporate Partner may disclose any such information it is required by law, rule, regulation or custom to disclose. In addition, each Partner shall be subject to the restrictive covenants and other obligations set forth in such Partner’s Admission Letter. Notwithstanding anything in this Agreement to the contrary, to comply with Treasury Regulations Section 1.6011-4(b)(3)(i), each Partner (and any employee, representative or other agent of such Partner) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the Partnership, it being understood and agreed, for this purpose, (1) the name of, or any other identifying information regarding (a) the Partners or any existing or future investor (or any Affiliate thereof) in any of the Partners, or (b) any investment or transaction entered into by the Partners; (2) any performance information relating to any of the Partners or their investments; and (3) any performance or other information relating to previous funds or investments sponsored by any of the Partners, does not constitute such tax treatment or tax structure information.
(b) Nothing in this Agreement shall prohibit or impede any Partner from communicating, cooperating or filing a complaint on possible violations of U.S. federal, state or local law or regulation to or with any governmental agency or regulatory authority (collectively, a “Governmental Entity”), including, but not limited to, the SEC, FINRA, EEOC or NLRB, or from making other disclosures to any Governmental Entity that are protected under the whistleblower provisions of U.S. federal, state or local law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. Each Partner u...
Confidentiality Restrictive Covenants. 21 (a) Confidential Information.......................................................................21 (b) Acknowledgments by Controlling Stockholders....................................................22 (c) Non-Competition; Non-Solicitation..............................................................22 (d) Enforceability.................................................................................22 SECTION 3.7. Public Announcements................................................................................23 SECTION 3.7. Indemnification of Directors and Officers...........................................................23 SECTION 3.9. Stockholder Representative..........................................................................23
Confidentiality Restrictive Covenants. (a) In connection with Executive’s services to Employer, Employer agrees that it will provide access to certain proprietary and confidential information of Employer and the Companies that is not generally known to the public, including but not limited to, its services, personnel, procedures and financial information. The promises of the Employer contained herein are not intended to be contingent upon continued employment but are intended by the parties to be fully enforceable at the time of the execution of this Agreement. Executive acknowledges and agrees that Executive’s employment by Employer creates a relationship of confidence and trust between the Executive and Employer that extends to all confidential information that becomes known to Executive. Executive agrees not to directly, indirectly or otherwise, disclose, publish, make available to, or use for his own benefit or the benefit of any person, firm, corporation or other entity for any reason or purpose whatsoever, any proprietary or confidential information during the Contract Period and thereafter other than in connection with performing Executive’s services for Employer in accordance with this Agreement. Upon a Termination, Executive agrees not to retain or take with him any confidential notes, records, documents or other proprietary or confidential information about Employer, the Companies or any of their affiliates prepared or obtained in the course of employment.
(b) In the event that (i) Executive’s employment is terminated by Employer for Cause or (ii) Executive resigns without Good Reason (in the case of (ii), other than (A) if neither Xxxxxx X. Xxxxx nor Xxxxxxxx X. Xxxxx is, on the Date of Termination, either the Chief Executive Officer of Employer or the Chairman of the board of directors of Atlas Energy GP, LLC, or (B) for the avoidance of doubt, a Termination by Executive after a non-renewal of the Agreement by Employer in accordance with the terms and conditions of Section 3), then Executive shall not, until two (2) years after the Date of Termination, for whatever reason, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, directly or indirectly engage or invest in any natural gas exploration or production or natural gas gathering and transportation business in the continental United States. For purposes of this Section 8(b), “to engage or invest” shall include Executive’s acting as an owner (of more than 5%), employee, director or officer...
Confidentiality Restrictive Covenants. Executive acknowledges and agrees that he is bound by the terms of the Company’s standard Employee Noncompetition, Nondisclosure and Developments Agreement attached hereto as Exhibit A. Employee further represents and warrants that his performance of all the terms of this Agreement and including any attachments does not and will not breach any agreement with any third parties to keep in confidence proprietary information or to restrain from competitive activities.
Confidentiality Restrictive Covenants a. All information provided to The Agent by RLSP, including host family information, shall be kept in strictest confidence and not divulged to a third party or used by The Agent other than for the purposes of this agreement or with prior written consent from RLSP.
b. Both parties agree to keep the details of this Agreement confidential.
c. The Agent agrees that, both during the term of his Agreement and for a period of twenty-‐four (24) months following the termination or expiration of this Agreement (collectively, the “Restricted Period”), the Agent shall not, directly or indirectly, either as a principal, partner, agent, employer, consultant, shareholder, joint venture, or investor, or as a director of any corporation or association, or in any other manner or capacity whatsoever, engage in, assist or have any active or passive interest in a business located in Canada (or any of its provinces, territories, municipalities and/or geography subdivisions) that engages in a business substantially similar to the business of RLSP or that otherwise competes with or is substantially similar in concept, design, format, or otherwise to, RLSP. Additionally, The Agent acknowledges and agrees with RLSP that:
i. the covenants in this paragraph above are reasonable in the circumstances and are necessary to protect RLSP and the value of its business;
ii. the breach by The Agent of the covenants in this paragraph above would cause serious and irreparable harm to RLSP which could not adequately be compensated for in damages and that RLSP shall have the right, in addition to any other rights and remedies existing in its favour, to seek to enforce its rights and The Agent’s obligations under this paragraph above not only by an action or actions sought for damages, but also by an action or actions sought for specific performance or injunction without the necessity of an undertaking as to damages by RLSP in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of this paragraph above; and
iii. the duration of the foregoing Restricted Period with respect to The Agent shall be extended for a period of time which equals the period, if any, during which The Agent is in breach of any of the provisions of this paragraph above plus the length of any court proceedings necessary to stop such violation.
Confidentiality Restrictive Covenants. 13.1. The Executive acknowledges that during his employment with the Company, he will become familiar with trade secrets and other Confidential Information concerning the Company or its Affiliates, and that his services will be of special, unique and extraordinary value to the Company. In addition, the Executive hereby agrees that at any time during the Advisory Period, and for a period ending eighteen (18) months thereafter (the “Non-competition Period”) will not without the prior written consent of the Company directly or indirectly own, manage, control, participate in, consult with, render services for or in any manner engage in any business competing with the businesses of the Company or its Affiliates as such businesses exist or are in process or being planned as of the date of termination of this Agreement , within any geographical area in which the Company or its Affiliates engage or plan to engage in such businesses. It shall not be considered a violation of this Clause 13.1 for the Executive to be a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. It shall also not be considered a violation of this Clause 13.1 for the Executive to directly or indirectly own, manage, control, participate in, consult with, render services for or in any manner engage in any business for any brokerage company or any company which has a brokerage arm of its business; provided, that such ownership, management, control, participation, consultation, rendering of services or engagement is limited to the insurance or reinsurance brokerage aspects of such company’s business.
13.2. The Executive shall upon the termination of his employment hereunder immediately deliver up to the Company all Confidential Information and all fee schedules, lists of clients, correspondence and other documents, papers, data (whether written, photographic or electronic) and property belonging to the Company or related to any of the matters referred to in Clause 13.1 which may have been prepared by him or have come into his possession in the course of his employment hereunder and shall not retain any copies thereof.
13.3. The Executive hereby agrees that (a) during the Advisory Period and for a period of eighteen (18) months thereafter (the “Non-solicitation Period”) the Executive will not, directly or indirectly through another entity, induce o...
Confidentiality Restrictive Covenants. The confidentiality provisions set forth in Section 7.5 of the APA and the non-solicitation covenant set forth in Section 7.12 of the APA (including the remedies for breach set forth in the APA), are hereby incorporated by reference as if fully set forth herein, and shall be applicable to the conduct of the parties hereto with respect to this Agreement.
