Consideration for this Section. Executive acknowledges and agrees that: (i) the advance commitment of Company to provide the benefits afforded by this Agreement are over and above those otherwise afforded by Company policy, and in making its decision to offer Executive the benefits afforded by this Agreement and bind itself in advance to the obligations hereunder Company relied upon and was induced by the covenants made by Executive in this Section 5; (ii) in accepting the benefits evidenced by this Agreement Executive is receiving an asset of significant value, and Company’s entry into this Agreement and its incurrence of the related payment and other obligations hereunder are fair and adequate consideration for Executive’s obligations under this Section 5; (iii) Executive’s position with Company places Executive in a position of confidence and trust with the clients and employees of Company; (iv) Company’s business (including its acquisitive activity) is carried on throughout the world and accordingly, it is reasonable that the restrictive covenants set forth below are not limited by specific geographic area; (v) the course of Executive’s employment with Company necessarily requires the disclosure of confidential information and trade secrets related to Company’s relationships with clients (such as, without limitation, pricing information, marketing plans, budgets, designs, methodologies, products, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers) as well as other confidential and proprietary information, (such as databases, methodologies, and technologies); (vi) Executive’s employment affords Executive the opportunity to develop a personal acquaintanceship and relationship with Company’s employees and clients, which in some cases may constitute Company’s primary or only contact with such employees and clients, and to develop a knowledge of those clients’ and employees’ affairs and requirements; (vii) Company’s relationships with its established clients and employees are placed in Executive’s hands in confidence and trust; (viii) it is reasonable and necessary for the protection of the goodwill and business of Company that Executive make the covenants contained in this Agreement; and (ix) Executive understands that the provisions of this Section 5 may limit Executive’s ability to earn a livelihood in a business similar or related to the business of Company, but nevertheless agrees and acknowledges that (A) the provisions of this Section 5 are reasonable and necessary for the protection of Company, and do not impose a greater restraint than necessary to protect the goodwill or other business interest of Company, (B) such provisions contain reasonable limitations as to the time and the scope of activity to be restrained, and (C) Company’s advance agreement to make payments under the various circumstances set forth in this Agreement provide Executive with benefits adequate to fully compensate Executive for any lost opportunity due to the operation of this Section 5. In consideration of the foregoing and in light of Executive’s education, skills and abilities, which are sufficient to enable Executive to earn a living in way that is not competitive with Company’s business, Executive agrees that all defenses by Executive to the strict enforcement of such provisions are hereby waived by Executive.
Appears in 9 contracts
Samples: Employment Agreement (Harris Interactive Inc), Employment Agreement (Harris Interactive Inc), Employment Agreement (Harris Interactive Inc)
Consideration for this Section. Executive acknowledges and agrees that:
(i) the advance commitment of Company to provide the benefits benefits, including in particular and without limitation those obligations under Section 4.6(b)(iv), afforded by this Agreement are over and above those otherwise afforded by Company policy, and in making its decision to offer Executive the benefits afforded by this Agreement agreement and bind itself in advance to the obligations hereunder the Company relied upon and was induced by the covenants made by Executive in this Section 5;,
(ii) in accepting the benefits evidenced by this Agreement Executive is receiving an asset of significant value, and Company’s entry into this Agreement and its incurrence of the related payment and other obligations hereunder are fair and adequate consideration for the Executive’s obligations under this Section 5;,
(iii) Executive’s position with the Company places Executive in a position of confidence and trust with the clients and employees of the Company;,
(iv) the Company’s business (including its acquisitive activity) is carried on throughout the world and accordingly, it is reasonable that the restrictive covenants set forth below are not limited by specific geographic area;,
(v) the course of Executive’s employment with the Company necessarily requires the disclosure of confidential information and trade secrets related to the Company’s relationships with clients (such as, without limitation, pricing information, marketing plans, budgets, designs, methodologies, products, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers) as well as other confidential and proprietary information, (such as databases, methodologies, and technologies);,
(vi) Executive’s employment affords Executive the opportunity to develop a personal acquaintanceship and relationship with the Company’s employees and clients, which in some cases may constitute the Company’s primary or only contact with such employees and clients, and to develop a knowledge of those clients’ client’s and employees’ employee’s affairs and requirements;,
(vii) the Company’s relationships with its established clients clientele and employees are placed in Executive’s hands in confidence and trust;,
(viii) it is reasonable and necessary for the protection of the goodwill and business of the Company that Executive make the covenants contained in this Agreement; agreement, and
(ix) the Executive understands that the provisions of this Section 5 may limit Executive’s ability to earn a livelihood in a business similar or related to the business of Company, but nevertheless agrees and acknowledges that (A) the provisions of this Section 5 are reasonable and necessary for the protection of Company, and do not impose a greater restraint than necessary to protect the goodwill or other business interest of Company, (B) such provisions contain reasonable limitations as to the time and the scope of activity to be restrained, and (C) the Company’s advance agreement to make payments under the various circumstances set forth in this Agreement provide Executive with benefits adequate to fully compensate Executive for any lost opportunity due to the operation of this Section 5. In consideration of the foregoing and in light of Executive’s education, skills and abilities, which are sufficient to enable Executive to earn a living in way that is not competitive with the Company’s business, Executive agrees that all defenses by Executive to the strict enforcement of such provisions are hereby waived by Executive.
Appears in 3 contracts
Samples: Employment Agreement (Harris Interactive Inc), Employment Agreement (Harris Interactive Inc), Employment Agreement (Harris Interactive Inc)
Consideration for this Section. Executive acknowledges and agrees that:
(i) the advance commitment of Company to provide the benefits benefits, including in particular and without limitation those obligations under Sections 4.5(c)(iii), (iv) and (v) hereof, afforded by this Agreement are over and above those otherwise afforded by Company policy, and in making its decision to offer Executive the benefits afforded by this Agreement and bind itself in advance to the obligations hereunder Company relied upon and was induced by the covenants made by Executive in this Section 5;
(ii) in accepting the benefits evidenced by this Agreement Executive is receiving an asset of significant value, and Company’s entry into this Agreement and its incurrence of the related payment and other obligations hereunder are fair and adequate consideration for Executive’s obligations under this Section 5;
(iii) Executive’s position with Company places Executive in a position of confidence and trust with the clients and employees of Company;
(iv) Company’s business (including its acquisitive activity) is carried on throughout the world and accordingly, it is reasonable that the restrictive covenants set forth below are not limited by specific geographic area;
(v) the course of Executive’s employment with Company necessarily requires the disclosure of confidential information and trade secrets related to Company’s relationships with clients (such as, without limitation, pricing information, marketing plans, budgets, designs, methodologies, products, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers) as well as other confidential and proprietary information, (such as databases, methodologies, and technologies);
(vi) Executive’s employment affords Executive the opportunity to develop a personal acquaintanceship and relationship with Company’s employees and clients, which in some cases may constitute Company’s primary or only contact with such employees and clients, and to develop a knowledge of those clients’ and employees’ affairs and requirements;
(vii) Company’s relationships with its established clients and employees are placed in Executive’s hands in confidence and trust;
(viii) it is reasonable and necessary for the protection of the goodwill and business of Company that Executive make the covenants contained in this Agreement; and
(ix) Executive understands that the provisions of this Section 5 may limit Executive’s ability to earn a livelihood in a business similar or related to the business of Company, but nevertheless agrees and acknowledges that (A) the provisions of this Section 5 are reasonable and necessary for the protection of Company, and do not impose a greater restraint than necessary to protect the goodwill or other business interest of Company, (B) such provisions contain reasonable limitations as to the time and the scope of activity to be restrained, and (C) Company’s advance agreement to make payments under the various circumstances set forth in this Agreement provide Executive with benefits adequate to fully compensate Executive for any lost opportunity due to the operation of this Section 5. In consideration of the foregoing and in light of Executive’s education, skills and abilities, which are sufficient to enable Executive to earn a living in way that is not competitive with Company’s business, Executive agrees that all defenses by Executive to the strict enforcement of such provisions are hereby waived by Executive.
Appears in 2 contracts
Samples: Employment Agreement (Harris Interactive Inc), Employment Agreement (Harris Interactive Inc)
Consideration for this Section. Executive Participant acknowledges and agrees thatthat in the course of his employment with the Company:
(i) his services with the advance commitment Company are/were of Company to provide the benefits afforded by this Agreement are over a special, unique, extraordinary and above those otherwise afforded by Company policy, and in making its decision to offer Executive the benefits afforded by this Agreement and bind itself in advance to the obligations hereunder Company relied upon and was induced by the covenants made by Executive in this Section 5;intellectual character,
(ii) in accepting the benefits evidenced by this Agreement Executive is receiving an asset of significant value, and Company’s entry into this Agreement and its incurrence of the related payment and other obligations hereunder are fair and adequate consideration for Executive’s obligations under this Section 5;
(iii) Executive’s his position with the Company places Executive places/ placed him in a position of confidence and trust with the clients and employees of the Company;,
(iviii) Company’s business (including its acquisitive activity) is carried on the clients serviced by the Company are/were located throughout the world and accordingly, it is reasonable that the restrictive covenants set forth below are not limited by specific geographic area;to Canada (the “Territory”),
(viv) the course rendering of Executiveservices to the Company’s employment with Company clients necessarily requires require/required the disclosure to Participant of confidential information and trade secrets related to Company’s relationships with those clients (such as, without limitation, pricing information, marketing plans, budgets, designs, methodologies, products, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers) as well as other confidential and proprietary information, (such as databases, methodologies, and technologies);,
(viv) Executivewhile employed by the Company he has developed/will develop at the Company’s employment affords Executive the opportunity to develop expense a personal acquaintanceship and relationship with the Company’s employees and clients, which in some cases may constitute the Company’s primary or only contact with such employees and clients, and to develop a knowledge of those clients’ and employees’ affairs and requirements;, and
(viivi) the Company’s relationships with its established clients and employees are clientele are/were placed in Executive’s his hands in confidence and trust;
(viii) . Participant therefore acknowledges and agrees that it would be impossible for Participant to separate the knowledge and relationships described above from his participation in any activities prohibited by this Sections 7 below, that it is reasonable and necessary for the protection of the goodwill and business of the Company that Executive he continue to make the covenants contained in this Agreement including, among others, those in this Section 7, that the covenants are given as an integral part of and incident to this Agreement; and
(ix) Executive understands , that there is adequate consideration for such covenants including the benefits provided by this Agreement, and that in making its decision to provide the discretionary benefits under this Agreement to Participant the Company relied upon and was induced by the covenants made by the Participant in this Section 7. Except for any reference to the period of non-competition, the provisions of this covenant are in addition to any other agreements on the same subject matter involving the Participant and are not intended to supersede the provisions of this Section 5 may limit Executive’s ability to earn a livelihood in a business similar or related to the business of Company, but nevertheless agrees and acknowledges that (A) the provisions of this Section 5 are reasonable and necessary for the protection of Company, and do not impose a greater restraint than necessary to protect the goodwill or other business interest of Company, (B) such provisions contain reasonable limitations as to the time and the scope of activity to be restrained, and (C) Company’s advance agreement to make payments under the various circumstances set forth in this Agreement provide Executive with benefits adequate to fully compensate Executive for any lost opportunity due to the operation of this Section 5. In consideration of the foregoing and in light of Executive’s education, skills and abilities, which are sufficient to enable Executive to earn a living in way that is not competitive with Company’s business, Executive agrees that all defenses by Executive to the strict enforcement of such provisions are hereby waived by Executive7.
Appears in 1 contract
Samples: Restricted Stock Agreement (Harris Interactive Inc)
Consideration for this Section. Executive acknowledges and agrees that:
(i) the advance commitment of Company to provide the benefits benefits, including in particular and without limitation those obligations under Section 4.6(b)(iv), afforded by this Agreement are over and above those otherwise afforded by Company policy, and in making its decision to offer Executive the benefits afforded by this Agreement agreement and bind itself in advance to the obligations hereunder the Company relied upon and was induced by the covenants made by Executive in this Section 5;,
(ii) in accepting the benefits evidenced by this Agreement Executive is receiving an asset of significant value, and Company’s entry into this Agreement and its incurrence of the related payment and other obligations hereunder are fair and adequate consideration for the Executive’s obligations under this Section 5;,
(iii) Executive’s position with the Company places Executive in a position of confidence and trust with the clients and employees of the Company;,
(iv) the Company’s business (including its acquisitive activity) is carried on throughout the world and accordingly, it is reasonable that the restrictive covenants set forth below are not limited by specific geographic area;,
(v) the course of Executive’s employment with the Company necessarily requires the disclosure of confidential information and trade secrets related to the Company’s relationships with clients (such as, without limitation, pricing information, marketing plans, budgets, designs, methodologies, products, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers) as well as other confidential and proprietary information, (such as databases, methodologies, and technologies);,
(vi) Executive’s employment affords Executive the opportunity to develop a personal acquaintanceship and relationship with the Company’s employees and clients, which in some cases may constitute the Company’s primary or only contact with such employees and clients, and to develop a knowledge of those clients’ client’s and employees’ employee’s affairs and requirements;,
(vii) the Company’s relationships with its established clients clientele and employees are placed in Executive’s hands in confidence and trust;,
(viii) it is reasonable and necessary for the protection of the goodwill and business of the Company that Executive make the covenants contained in this Agreement; agreement, and
(ix) the Executive understands that the provisions of this Section 5 may limit Executive’s ability to earn a livelihood in a business similar or related to the business of Company, but nevertheless agrees and acknowledges that (A) the provisions of this Section 5 are reasonable and necessary for the protection of Company, and do not impose a greater restraint than necessary to protect the goodwill or other business interest of Company, (B) such provisions contain reasonable limitations as to the time and the scope of activity to be restrained, and (C) the Company’s advance agreement to make payments under the various circumstances set forth in this Agreement provide Executive with benefits adequate to fully compensate Executive for any lost opportunity due to the operation of this Section 5. In consideration of the foregoing and in light of Executive’s education, skills and abilities, which are sufficient to enable Executive to earn a living in way that is not competitive with Company’s businessforegoing, Executive agrees that all defenses by Executive to the strict enforcement of such provisions are hereby waived by Executive.
Appears in 1 contract
Consideration for this Section. Executive Participant acknowledges and agrees thatthat in the course of his employment with the Company:
(i) his services with the advance commitment Company are/were of Company to provide the benefits afforded by this Agreement are over a special, unique, extraordinary and above those otherwise afforded by Company policy, and in making its decision to offer Executive the benefits afforded by this Agreement and bind itself in advance to the obligations hereunder Company relied upon and was induced by the covenants made by Executive in this Section 5;intellectual character,
(ii) in accepting the benefits evidenced by this Agreement Executive is receiving an asset of significant value, and Company’s entry into this Agreement and its incurrence of the related payment and other obligations hereunder are fair and adequate consideration for Executive’s obligations under this Section 5;
(iii) Executive’s his position with the Company places Executive places/ placed him in a position of confidence and trust with the clients and employees of the Company;,
(iviii) Company’s business (including its acquisitive activity) is carried on the clients serviced by the Company are/were located throughout the world and accordingly, it is reasonable that the restrictive covenants set forth below are not limited by specific geographic area;to Canada (the “Territory”),
(viv) the course rendering of Executiveservices to the Company’s employment with Company clients necessarily requires require/required the disclosure to Participant of confidential information and trade secrets related to Company’s relationships with those clients (such as, without limitation, pricing information, marketing plans, budgets, designs, methodologies, products, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers) as well as other confidential and proprietary information, (such as databases, methodologies, and technologies);,
(viv) Executivewhile employed by the Company he has developed/will develop at the Company’s employment affords Executive the opportunity to develop expense a personal acquaintanceship and relationship with the Company’s employees and clients, which in some cases may constitute the Company’s primary or only contact with such employees and clients, and to develop a knowledge of those clients’ and employees’ affairs and requirements;, and
(viivi) the Company’s relationships with its established clients and employees are clientele are/were placed in Executive’s his hands in confidence and trust;
(viii) . Participant therefore acknowledges and agrees that it would be impossible for Participant to separate the knowledge and relationships described above from his participation in any activities prohibited by this Sections 8 below, that it is reasonable and necessary for the protection of the goodwill and business of the Company that Executive he continue to make the covenants contained in this Agreement including, among others, those in this Section 8, that the covenants are given as an integral part of and incident to this Agreement; and
(ix) Executive understands , that there is adequate consideration for such covenants including the benefits provided by this Agreement, and that in making its decision to provide the discretionary benefits under this Agreement to Participant the Company relied upon and was induced by the covenants made by the Participant in this Section 8. Except for any reference to the period of non-competition, the provisions of this covenant are in addition to any other agreements on the same subject matter involving the Participant and are not intended to supersede the provisions of this Section 5 may limit Executive’s ability to earn a livelihood in a business similar or related to the business of Company, but nevertheless agrees and acknowledges that (A) the provisions of this Section 5 are reasonable and necessary for the protection of Company, and do not impose a greater restraint than necessary to protect the goodwill or other business interest of Company, (B) such provisions contain reasonable limitations as to the time and the scope of activity to be restrained, and (C) Company’s advance agreement to make payments under the various circumstances set forth in this Agreement provide Executive with benefits adequate to fully compensate Executive for any lost opportunity due to the operation of this Section 5. In consideration of the foregoing and in light of Executive’s education, skills and abilities, which are sufficient to enable Executive to earn a living in way that is not competitive with Company’s business, Executive agrees that all defenses by Executive to the strict enforcement of such provisions are hereby waived by Executive8.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Harris Interactive Inc)
Consideration for this Section. Executive acknowledges and agrees that:
(i) the advance commitment of Company to provide the benefits afforded by this Agreement are over and above those otherwise afforded by Company policy, and in making its decision to offer Executive the benefits afforded by this Agreement agreement and bind itself in advance to the obligations hereunder the Company relied upon and was induced by the covenants made by Executive in this Section 5;,
(ii) in accepting the benefits evidenced by this Agreement Executive is receiving an asset of significant value, and Company’s entry into this Agreement and its incurrence of the related payment and other obligations hereunder are fair and adequate consideration for the Executive’s obligations under this Section 5;,
(iii) Executive’s position with the Company places Executive in a position of confidence and trust with the clients and employees of the Company;,
(iv) the Company’s business (including its acquisitive activity) is carried on throughout the world and accordingly, it is reasonable that the restrictive covenants set forth below are not limited by specific geographic area;,
(v) the course of Executive’s employment with the Company necessarily requires the disclosure of confidential information and trade secrets related to the Company’s relationships with clients (such as, without limitation, pricing information, marketing plans, budgets, designs, methodologies, products, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers) as well as other confidential and proprietary information, (such as databases, methodologies, and technologies);,
(vi) Executive’s employment affords Executive the opportunity to develop a personal acquaintanceship and relationship with the Company’s employees and clients, which in some cases may constitute the Company’s primary or only contact with such employees and clients, and to develop a knowledge of those clients’ client’s and employees’ employee’s affairs and requirements;,
(vii) the Company’s relationships with its established clients clientele and employees are placed in Executive’s hands in confidence and trust;,
(viii) it is reasonable and necessary for the protection of the goodwill and business of the Company that Executive make the covenants contained in this Agreement; agreement, and
(ix) the Executive understands that the provisions of this Section 5 may limit Executive’s ability to earn a livelihood in a business similar or related to the business of Company, but nevertheless agrees and acknowledges that (A) the provisions of this Section 5 are reasonable and necessary for the protection of Company, and do not impose a greater restraint than necessary to protect the goodwill or other business interest of Company, (B) such provisions contain reasonable limitations as to the time and the scope of activity to be restrained, and (C) the Company’s advance agreement to make payments under the various circumstances set forth in this Agreement provide Executive with benefits adequate to fully compensate Executive for any lost opportunity due to the operation of this Section 5. In consideration of the foregoing and in light of Executive’s education, skills and abilities, which are sufficient to enable Executive to earn a living in way that is not competitive with the Company’s business, Executive agrees that all defenses by Executive to the strict enforcement of such provisions are hereby waived by Executive.
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