Consultant’s Covenants a. During the Term hereunder and for a period of two (2) years thereafter, (1) Consultant shall not, within any jurisdiction or marketing area in which the Company (or its Subsidiaries (as such term is defined below)) is doing business, directly or indirectly, own, manage, operate, control, consult with, be employed by, or participate in the ownership, management, operation or control of any business of the type and character engaged in or competitive with that conducted by the Company (or its Subsidiaries and Affiliates); (2) Consultant shall not, directly or indirectly, employ, solicit for employment or otherwise contract for the services of any individual who is an employee of the Company (or its Subsidiaries and Affiliates) at the time of this Agreement or who shall subsequently become an employee of the Company (or its Subsidiaries and Affiliates); and (3) Consultant will not solicit, in competition with the Company (or its Subsidiaries or Affiliates), any person who is, or was at any time within the twelve months prior to the Consultant’s termination of this Agreement, a customer of the business conducted by the Company (or its Subsidiaries or its Affiliates). For purposes of this Agreement, Subsidiaries and Affiliates shall be any legal entities in which Company has a direct or indirect economic interest, and indirect or direct parents of the Company or any legal entities which has, either directly or indirectly, common ownership with the Company.
b. During the Term and thereafter, (1) the Consultant will not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any such order), directly or indirectly, other than in the regular and proper course of business of the Company, any confidential knowledge or information regarding the operations, finances, organization or employees of the Company (or its Subsidiaries and Affiliates) or confidential or secret processes, services, techniques, customers or plans of the Company (or its Subsidiaries and Affiliates); and (2) Consultant will not use, directly or indirectly, any confidential information for the benefit of anyone other than the Company (or its Subsidiaries and Affiliates); provided, however, that the Consultant has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the public other t...
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. 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. 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. 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. 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 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;
(h) 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
(i) provided, however, that the above shall not prevent the Consultant from engaging in any academic research, teaching or related non-commercial activity.
Consultant’s Covenants. 3.01 Service ------- The Consultant shall faithfully serve the Company and shall use its reasonable best efforts to promote the interests of the Company and bring opportunities to the Company.
Consultant’s Covenants. Consultant hereby covenants and agrees that, during the term of this Agreement, he shall not become employed by, nor perform consulting services for, any person or commercial entity reasonably determined by the Company to constitute an actual or potential competitor in the Company's field of business; Consultant shall give the Company notice of any potential commercial competition with whom he consults.
Consultant’s Covenants. Consultant:
(a) shall act as an independent consultant with no authority to obligate Bank by contract or otherwise and not as an employee or officer of Bank;
(b) shall not, during the term of this Agreement and for one year thereafter, without the written consent of the Bank, directly or indirectly, (a) solicit, offer employment to, or take any other action intended, or that a reasonable person acting in like circumstances would expect, to have the effect of causing any officer or employee of the Bank, its holding company, or any affiliate, as of the date of this Agreement, of either of them, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any savings bank, savings and loan association, bank, bank holding company, savings and loan holding company, or other institution engaged in the business of accepting deposits and making loans, doing business in any city, town or county in which the Bank or its holding company has an office or has filed an application for regulatory approval to establish an office, determined as of the date of this Agreement; (b) provide any information, advice or recommendation with respect to any such officer or employee of any savings bank, savings and loan association, bank, bank holding company, savings and loan holding company, or other institution engaged in the business of accepting deposits and making loans, doing business in any city, town or county in which the Bank or its holding company has an office or has filed an application for regulatory approval to establish an office, determined as of the date of this Agreement, that is intended, or that a reasonable person acting in like circumstances would expect, to have the effect of causing any officer or employee of the Bank, its holding company, or any affiliate, as of the date of this Agreement, of either of them, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, such savings bank, savings and loan association, bank, bank holding company, savings and loan holding company, or other institution engaged in the business of accepting deposits and making loans; or (c) solicit, provide any information, advice or recommendation or take any other action intended, or that a reasonable person acting in like circumstances would expect, to have the effect of causing any customer of the ...
Consultant’s Covenants. 5.1. Consultant covenants to CIW as follows:
5.1.1. Consultant will comply at all times with all applicable laws and regulations of any jurisdiction in which Consultant acts;
5.1.2. Consultant will comply with all applicable CIW policies and standards and shall carry out the Services in a manner consistent with the ethical and professional standards of CIW;
5.1.3. Consultant will comply at all times with all security provisions in effect from time to time at CIW’s premises, with respect to access to premises, and all materials belonging to CIW. Consultant agrees that if Services are to be performed on the premises or facilities of CIW, then Consultant shall be allowed access only during the period established by the occupant of such premises or facilities as the normal work hours of its employees at such premises or facilities; and
5.1.4. Consultant shall not use CIW’s name, trademarks, logos, or other corporate identifications in any promotional materials or other communications with third parties without CIW’s prior written consent in each instance.
