Consultant’s Covenants Sample Clauses

Consultant’s Covenants. During the Term and thereafter, the Consultant shall keep secret and retain in strictest confidence, and shall not use for her benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the present business and any other principal line of business developed by the Company during the Term (hereinafter collectively referred to as the "Company Business") and shall not disclose them to anyone except with the Company's express written consent. These rights of the Company are in addition to and without limitation to those rights and remedies available under common law for protection of the types of such confidential information which constitute "trade secrets" as construed under controlling law.

Consultant’s Covenants. The Consultant works with other Clients as an investment banker and brokerage firm. The Consultant does not anticipate a direct conflict of interest relative to the Statement of Work in this agreement. Notwithstanding the foregoing, the Client recognizes that the nature of consulting services may present conflicts of interest for the Consultant and hereby declares its expectation that the Consultant will manage such conflicts with the Consultant’s best business ethics judgment.

Consultant’s Covenants. The Consultant covenants, undertakes and agrees with the Corporation that it will not, during the Term and for a period of three (3) years from the date of expiration or termination of this Agreement, for any reason whatsoever, either alone or in conjunction with any person, whether as principal, agent, consultant, director, officer, employee, investor, shareholder (other than a holding of shares listed on a recognized North American stock exchange that does not exceed five percent (5%) of the outstanding shares so listed), or in any other manner, whatsoever, directly or indirectly: (i) hire or offer to hire, attempt to, or in any way induce, interfere with, approach, solicit, divert or otherwise obtain the withdrawal from the Corporation, any individual who is employed or engaged by the Corporation or any affiliated entity of the Corporation at the date of expiration or termination of this Agreement or who was employed or engaged by the Corporation or any affiliated entity of the Corporation within the 12 month period prior to the date of expiration or termination of this Agreement; or (ii) induce, interfere with, approach, solicit or divert any Client, customer or supplier to cease doing business with, or otherwise reduce or alter the relationship or association such party has or may have with the Corporation or the business.

Consultant’s Covenants. In addition to Consultant's obligation to perform consulting services pursuant to Section 1 of this Agreement, Consultant specifically covenants and agrees and it is an essential condition of this Agreement that: (a) He will not disclose to unauthorized persons any information whatsoever relative to AMP's business or the business of its subsidiaries and affiliates, whether previously acquired or otherwise and, to that end, he will at all times observe the strictest secrecy with regard to all matters, without limitation, concerning AMP's business, and this obligation to secrecy shall continue not only through the period of this Consulting Agreement and performance hereunder but permanently thereafter. (b) Consultant confirms his continuing post- employment confidentiality obligations under the terms and conditions of his Employment Agreement and Exhibit F to his Employment Agreement, or otherwise entered into between Consultant and AMP during Consultant's employment with AMP. (c) During the term of this Agreement and while he is receiving any payment or other consideration from AMP pursuant to this Agreement he will not engage in or perform any services as an employee, partner, owner, stockholder, consultant or advisor or otherwise for any other business organization or individuals in connection with any matter in respect of which the interest of such other business organization or individual is or might reasonably be expected by AMP to be adverse to or inconsistent with that of AMP. Ownership as an investor of not more than five percent (5%) of the outstanding shares of stock of any company having at least one hundred (100) shareholders shall not in itself constitute a violation of this covenant. (d) Consultant confirms his obligation to comply with any and all convenants not to compete either contained in the Employment Agreement and Exhibits, or otherwise entered into between Consultant and AMP during Consultant's employment with AMP. (e) He will not take or remove from AMP's premises without the written consent of the President and Chief Executive Officer or the Chairman of the Board any reports, papers, documents or any reproductions thereof relating to AMP's business . (f) He will not at any time act or conduct himself in any manner which he knows or should have reason to believe is inimical or contrary to AMP's best interests. (g) All intellectual property, whether patentable or not, conceived, developed or reduced to practice in the performance of C...

Consultant’s Covenants. Consultant: (a) shall act as an independent contractor with no authority to obligate Neurocrine by contract or otherwise and not as an employee or officer of Neurocrine; (b) shall exercise only such powers and perform such duties as may from time to time be vested in Consultant or assigned to Consultant by Neurocrine; (c) shall perform the Services and promote the interests of Neurocrine to the best of Consultant’s skill and ability; (d) shall comply with all standards of safety, take due regard and comply with the safety regulations of Neurocrine and all statutory provisions in effect and report to Neurocrine any incident which could give rise to unsafe working conditions or practices; (e) shall not assign or subcontract performance of this Agreement or any of the Services to any person, firm, company or organization without Neurocrine’s prior written consent; (f) shall not recruit, solicit or induce any Neurocrine employee, client, customer or account to terminate their employment or relationship with Neurocrine; (g) shall not, during the term of this Agreement, enter into any other agreement, whether written or oral, which would conflict with Consultant’s obligations hereunder or engage in any activity which relates to a business directly competing or attempting to directly compete with Neurocrine, and provided, however, that the above shall not prevent the Consultant from engaging in any academic research, teaching or related non-commercial activity; and (h) shall not initiate or participate in any communications with the United States Food and Drug Administration, other governmental agency or foreign equivalent concerning the subject matter hereof unless required by law or requested to do so by Neurocrine, and then, only upon prior consultation with Neurocrine.

Consultant’s Covenants. Consultant: (a) shall act as an independent consultant with no authority to obligate Amgen by contract or otherwise and not as an employee or officer of Amgen; (b) notwithstanding anything contained in this Agreement to the contrary, shall not initiate or participate in any communications with the United States Food & Drug Administration or any other governmental agency concerning the subject matter hereof unless required by law or requested to do so by Amgen and, then, only upon prior consultation with Amgen's General Counsel or his designee; (c) shall not, directly or indirectly, (i) recruit, solicit or induce any Amgen employee to terminate his/her employment or relationship with Amgen during the term of this Agreement and two years after the expiration of this Agreement, or (ii) entice, induce or encourage any of Amgen's employees to engage in any activity which, were it done by Consultant, would violate any provision of the Proprietary Agreement; (d) shall not, during the term of this Agreement, enter into any other agreement, whether written or oral, which would conflict with Consultant's obligations hereunder; (e) agrees that at least ten (10) business days in advance of commencing services for any other employer or client, Consultant will disclose in writing to Amgen's Senior Vice President, Human Resources or his designee, his plans to perform such services. Amgen shall determine in its sole discretion whether such engagement is appropriate. Amgen's Senior Vice President, Human Resources or his designee will advise Consultant, in writing, of Amgen's determination. If Consultant accepts employment or an engagement which Amgen has determined, in its sole discretion, is not appropriate, Consultant's acceptance shall constitute a material breach of this Agreement authorizing Recapture pursuant to Section 2.1(b); (f) agrees that at no time will Consultant purchase or sell Amgen securities while aware of Amgen Confidential Information (as defined below) that constitutes material, non-public information pursuant to the Federal Securities Laws of the United States; (g) shall not assign or subcontract performance of this Agreement or any of the Services to any person, firm, company or organization without Amgen's prior written consent; (h) agrees to timely perform the Services; (i) agrees to utilize and provide Amgen with accurate and complete data in rendering the Services; and (j) agrees to return all Amgen property in Consultant's custody or control, in...

Consultant’s Covenants. When performing work for the Company, Consultant shall not (i) use any trade secret or other proprietary information belonging to any third party without the express consent of such party, (ii) infringe or violate the rights of any third party with respect to any patent, copyright, trademark, or other proprietary rights, (iii) violate the terms of any non-disclosure, confidentiality, or non-compete agreement with any third party, or (iv) violate any law, ordinance, rule, or regulation or any order of any court or agency.

Consultant’s Covenants. The Consultant acknowledges and agrees that the Company has certain confidential information which is defined to include, but not limited to, knowledge of trade secrets whether patented or not, computer programs, research and development data, testing and evaluation plans, business plans, opportunities, forecasts, products, strategies, proposals, suppliers, sales, manuals, work programs, financial and marketing information, customer lists or names, and information regarding customers, contracts and accounts of the Company whether printed or stored electronically (hereinafter referred to as “Confidential Information”).

Consultant’s Covenants. Consultant acknowledges and agrees that (i) the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business, competitive advantage and goodwill of the Company and (ii) the products and services sold and rendered (or to be sold and rendered) by the Company are unique in character and are of particular significance to the Company and the Company is in a competitive business. In consideration of Consultant’s consulting engagement by the Company and the compensation received and to be received by Consultant from the Company from time to time, Consultant hereby agrees as follows: