Confidentiality Restrictive Covenants Sample Clauses
The "Confidentiality; Restrictive Covenants" clause serves to protect sensitive information and impose certain limitations on the actions of the parties involved. It typically requires parties to keep proprietary or confidential information private and may restrict them from disclosing such information to third parties or using it for unauthorized purposes. Additionally, restrictive covenants can include non-compete or non-solicitation obligations, preventing parties from engaging in competitive activities or soliciting clients or employees for a specified period. The core function of this clause is to safeguard business interests by preventing the misuse of confidential information and limiting competitive risks after the relationship ends.
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) The parties acknowledge that the value of confidential information developed by PPC is attributable substantially to the fact that such information is maintained by PPC in the strictest confidentiality and secrecy and is not available to others without the expenditure of substantial time, effort and money. Sellers acknowledge that Buyer and PPC would be irreparably damaged if PPC’s confidential knowledge were disclosed to or utilized on behalf of Sellers or any other person, firm, corporation or other business organization which engages in the design, research, development, manufacture, promotion, marketing, distribution and/or sale of products or services of the type designed, developed, manufactured, promoted, marketed, provided, distributed and/or sold by PPC or products or services which compete with such products, and Sellers jointly and severally covenant and agree that they shall not at any time, and shall ensure that their respective affiliates, associates (as the terms “affiliate” and “associate” are defined by the rules and regulations promulgated under the Securities Act ) or any other person whose behavior can be controlled by Seller (a “Controlled Person”) shall not at any time, without the prior written consent of Buyer, disclose or use any such confidential information. For purposes of this Agreement, (i) a product or service “competes with” a product of PPC if such product can be substituted for any product or service, or any part thereof, designed, manufactured, promoted, marketed, provided, distributed and/or sold by PPC, and (ii) a business “engages in competition” with PPC if it designs, manufactures, promotes, markets, provides, distributes or sells any such product or service.
(b) To further secure the interests of Buyer hereunder, Sellers jointly and severally covenant and agree that for a period of five (5) years from the Closing Date, neither Sellers nor any of their respective, affiliates, associates and Controlled Persons shall, directly or indirectly, engage in competition with, or directly or indirectly perform services (as employee, manager, consultant, independent contractor, advisor or otherwise) for any business, or own any equity interest in any enterprise (other than an aggregate of not more than one percent (1%) of the stock issued by any publicly held corporation) that engages in competition with PPC or any of its affiliates anywhere in North America. In addition, during such period, neither Seller shall (and shall ...
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 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ nor ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 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. 4.1 CF, Krediet and Schickli recognize and acknowledge that in the course of carrying out, performing and fulfilling their respective obligations to SSW hereunder, each will have access to and will be entrusted with information that would reasonably be considered confidential to SSW, the disclosure of which to competitors of SSW or to the general public, will be highly detrimental to the best interests of SSW. Such information includes, without limitation, trade secrets, know how, marketing plans, cost figures, client lists, software and information relating to employees, suppliers and persons in contractual relationships with SSW. Except as may be required in the course of carrying out their respective hereunder, CF, Krediet and Schickli covenant and agree that they will not disclose, for the duration of this Agreement or anytime thereafter, any of such information to any person other than to the directors, officers or employees of SSW that a have a need to know such information, nor will they use, nor exploit directly, or indirectly, the same information for any purpose other than for the benefit of SSW. Without limiting the generality of the foregoing, neither CF, Krediet or Schickli shall for the duration of this Agreement and for a period of three years thereafter, have any interest or invest in any corporation, joint venture or any other enterprise, directly or indirectly, involved in the manufacturing, bottling, sale or distribution of bottled water or the rental of coolers in any of the markets served by SSW during the term of this Agreement or at the date of termination.
Confidentiality Restrictive Covenants. (a) Grammercy acknowledges that AIMS may provide to Grammercy confidential and proprietary information in connection with this Agreement, including any materials labeled as confidential, which constitute valuable, special, and unique assets of AIMS ("Confidential Information"). Accordingly, each Grammercy hereby covenants and agrees: (a) that it shall use such Confidential Information solely in connection with the performance of this Agreement; (b) it shall not disclose or otherwise make available, at any time, any Confidential Information of AIMS to any other person or entity; (c) that Grammercy shall protect such Confidential Information with the same degree of care that it exercises with its own confidential and proprietary information; and (d) that upon the expiration or termination of this Agreement for any reason, any written information, data, or material concerning any Confidential Information, and all copies thereof, will be promptly returned to AIMS. All Confidential Information shall remain the exclusive property of AIMS. Confidential Information shall not include information which is or becomes publicly available without breach of this Agreement.
(b) Grammercy has, at or prior to the Effective Date, delivered to AIMS copies of all employment, consulting, confidentiality, and non-competition agreements executed by the Grammercy with any prior employer or contractor. Grammercy represents and warrants to AIMS that no prior employer or contractor of Grammercy has commenced any action or proceeding against Grammercy in relation to any breach or alleged breach of any non-competition, non-solicitation, confidentiality or other covenant or otherwise. Grammercy shall notify AIMS forthwith of any action or proceeding commenced against Grammercy by any prior employer or contractor and any order, injunction, decision, or opinion in any such proceeding. Grammercy shall deliver to AIMS upon receipt copies of all pleadings filed or served upon Grammercy relating to any such action or proceeding.