Covenant Against Competition. Employee covenants and agrees that: (a) During the Non-Compete Period (as hereinafter defined), Employee shall not, in any Geographic Area (as hereinafter defined): (i) engage in any business competitive with the Company Business (as hereinafter defined); (ii) render any services in any capacity to any person or entity engaged in any business competitive with the Company Business; or (iii) acquire an interest in any person or entity engaged in any business competitive with the Company Business as a partner, shareholder, director, officer, Employee, principal, manager, member, agent, trustee, consultant or in any other relationship or capacity, provided, however, Employee may own, directly or indirectly, solely as a passive investment, securities of any such entity which are traded on any national securities exchange if Employee (A) is not a controlling person of, or a member of a group which controls, such entity, and (B) does not, directly or indirectly, own 1% or more of any class of securities of such entity. (b) During the Non-Compete Period, Employee shall not, without the prior written consent of the Company, directly or indirectly, on behalf of himself or any other person or entity, solicit or encourage any Employee of the Company or any of its Affiliates to leave the employment of the Company or any of its Affiliates, or hire any Employee who has left the employment of the Company or any of its Affiliates within one year of the termination of such Employee’s employment with the Company or any of its Affiliates. (c) During the Non-Compete Period, Employee shall not, in any Geographic Area, directly or indirectly (i) solicit or encourage any customer or client of the Company to engage the services competitive with the Company Business of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity, or (ii) accept orders or business that is competitive with the Company Business from, or agree to provide services competitive with the Company Business to, any customer or client of the Company, on behalf of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity. (d) If any provision of Sections 8 or 9 is held to be unenforceable, it is the intention of the parties that the court making such determination shall modify such provision, so that the provision shall be enforceable to the greatest extent permitted under the law, and that such provision shall then be applicable in such modified form. (e) As used herein:
Appears in 3 contracts
Sources: Employment Agreement (Athenahealth Inc), Employment Agreement (Athenahealth Inc), Employment Agreement (Athenahealth Inc)
Covenant Against Competition. The Employee acknowledges that: (i) the ---------------------------- principal business of the Company and its subsidiaries is human resources consulting and outsourcing services (the "Present Business"); (ii) the Company and its subsidiaries is one of a limited number of entities which have developed the present business; (iii) the Present Business is national in scope; (iv) the Employee's work for the Company and its subsidiaries has given and will continue to give him access to the confidential affairs and proprietary information of the Company and its subsidiaries not readily available to the public; and (v) the agreements and covenants of the Employee contained in this Section 6.1 are essential to the business and goodwill of the Company. Accordingly, the Employee covenants and agrees that:
(a) During Throughout the Non-Compete Period Employee's employment with the Company and for a period of three (as hereinafter defined3) years following the date that the Employee is given notice of termination from the Company (in the case of termination for disability, termination without cause or termination with cause) or for a period of three (3) years following the date that the Employee resigns from the Company (the "Restricted Period"), the Employee shall not, in any Geographic Area the United States of America, directly or indirectly:
(as hereinafter defined): (i1) engage in the Present Business or any other principal line of business competitive with developed by the Company Business during the Term (hereinafter collectively referred to as hereinafter defined)the "Company Business") for the Employee's own account; (ii2) render any services in any capacity to any person or entity (other than the Company or its subsidiaries) engaged in any business competitive with the Company Business; or (iii3) acquire an interest become interested in any person or entity engaged in any business competitive with the Company Business (other than the Company or its subsidiaries) as a partner, shareholder, director, officer, Employee, principal, manager, member, agent, trustee, consultant or in any other relationship or capacity, ; provided, however, the Employee may own, directly or indirectly, solely as a passive an investment, securities of any such entity which are traded on any national securities exchange or NASDAQ if Employee the Employee: (A) is not a controlling person of, or a member of a group which controls, controls such entity, entity and (B) does not, directly or indirectly, own 1% ten percent (10%) or more of any class of securities of such entity.
(b) During the Non-Compete Restricted Period, the Employee shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its subsidiaries, all confidential matters relating to the Company Business and to the Company and its subsidiaries learned by the Employee heretofore or hereafter, directly or indirectly, from the Company and its subsidiaries, including any information concerning the business, affairs, customers, clients, sources of supply and customer lists of the Company or its subsidiaries (the "Confidential Company Information") and shall not disclose the Confidential Company Information to anyone except with the Company's express written consent and except for Confidential Company Information which: (1) is publicly known at the time of receipt, or thereafter becomes publicly known through no wrongful act of the Employee, or (2) is received from a third party who is not under an obligation to keep such information confidential. The rights of the Company pursuant to this Section are in addition to and shall not be deemed to limit those rights and remedies available under common law for protection of the type of confidential information which constitutes "trade secrets" as defined by controlling law.
(c) The Employee shall not, without the Company's prior written consent of the Companyconsent, directly or indirectly, on behalf of himself or any other person or entity, knowingly solicit or encourage any Employee of the Company or any of its Affiliates to leave the employment of the Company or its subsidiaries, any employee of the Company or its Affiliates, or subsidiaries nor shall the Employee hire any Employee employee who has left the employment of the Company or any of its Affiliates subsidiaries within one (1) year of the termination of such Employee’s 's employment with the Company or any of its Affiliates.
(c) During the Non-Compete Period, Employee shall not, in any Geographic Area, directly or indirectly (i) solicit or encourage any customer or client of the Company to engage the services competitive with the Company Business of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity, or (ii) accept orders or business that is competitive with the Company Business from, or agree to provide services competitive with the Company Business to, any customer or client of the Company, on behalf of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacitysubsidiaries.
(d) If any provision of Sections 8 All memoranda, notes, lists, records and other documents (and all copies thereof) constituting Confidential Company Information made or 9 is held compiled by the Employee or made available to be unenforceable, it is the intention of Employee concerning the parties that Company Business or the court making such determination shall modify such provision, so that the provision Company or its subsidiaries shall be enforceable the Company's property, shall be kept confidential in accordance with the provisions of this Section and shall be delivered to the greatest extent permitted under the law, and that such provision shall then be applicable in such modified formCompany at any time upon request.
(e) As used herein:
Appears in 3 contracts
Sources: Employment Agreement (Asi Solutions Inc), Employment Agreement (Asi Solutions Inc), Employment Agreement (Asi Solutions Inc)
Covenant Against Competition. Employee covenants and agrees that:
(a) During the Non-Compete Period (as hereinafter defined), Employee shall not, in any Geographic Area (as hereinafter defined): (i) engage in any business competitive with the Company Business (as hereinafter defined); (ii) render any services in any capacity to any person or entity engaged in any business competitive with the Company Business; or (iii) acquire an interest in any person or entity engaged in any business competitive with the Company Business as a partner, shareholder, director, officer, Employee, principal, manager, member, agent, trustee, consultant or in any other relationship or capacity, provided, however, Employee may own, directly or indirectly, solely as a passive investment, securities of any such entity which are traded on any national securities exchange if Employee (A) is not a controlling person of, or a member of a group which controls, such entity, and (B) does not, directly or indirectly, own 1% or more of any class of securities of such entity.
(b) During the Non-Compete Period, Employee shall not, without the prior written consent of the Company, directly or indirectly, on behalf of himself or any other person or entity, solicit or encourage any Employee of the Company or any of its Affiliates to leave the employment of the Company or any of its Affiliates, or hire any Employee who has left the employment of the Company or any of its Affiliates within one year of the termination of such Employee’s 's employment with the Company or any of its Affiliates.
(c) During any portion of the Non-Compete PeriodPeriod during which Employee is not employed by the Company, Employee shall not, in any Geographic Area, directly or indirectly (i) solicit or encourage any customer or client of the Company to engage the services competitive with the Company Business of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employeeEmployee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity, or (ii) accept orders or business that is competitive with the Company Business from, or agree to provide services competitive with the Company Business to, any customer or client of the Company, on behalf of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employeeEmployee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity.
(d) If any provision of Sections 8 or 9 is held to be unenforceable, it is the intention of the parties that the court making such determination shall modify such provision, so that the provision shall be enforceable to the greatest extent permitted under the law, and that such provision shall then be applicable in such modified form.
(e) As used herein:
Appears in 3 contracts
Sources: Employment Agreement (Athenahealth Inc), Employment Agreement (Athenahealth Inc), Employment Agreement (Athenahealth Inc)
Covenant Against Competition. Employee Executive acknowledges that (i) the principal business of the Consolidated Company is the manufacture, distribution and sale of iron castings and steel forgings for the heavy municipal market and iron casting components for the heavy duty truck non-engine drive train and HVAC compressor markets, as well as engine blocks and heads for the automotive market (collectively, the “Company Business”); (ii) the Company Business is national in scope; (iii) Executive’s work for Employer and the Consolidated Company has given and will continue to give him access to the confidential affairs and proprietary information of the Consolidated Company (collectively, “Confidential Company Information”); (iv) the continued success of the Consolidated Company depends in large part on keeping this information from becoming known to its competitors; and (v) each of NEI and Employer would not have entered into this Agreement but for the covenants and agreements set forth in this Article IV. Accordingly, Executive covenants and agrees that:
(a) During the Non-Compete period commencing on the date hereof and ending on the first anniversary following the Employment Period (as hereinafter definedthe “Restricted Period”), Employee Executive shall notnot in the United States of America, directly or indirectly, own, operate, manage, control, participate in, consult with, advise, or otherwise engage (including by himself, in association with any Geographic Area (as hereinafter defined): Person, or through any Person) (i) engage in any business competitive with the Company Business (as hereinafter defined)Business; (ii) render any services in any capacity to any person or entity engaged in any business competitive that otherwise competes with Employer or any other member of the Consolidated Company Businessas such businesses exist or are in process on the date of the termination of the Employment Period; or (iii) acquire an interest become interested in any person or entity engaged in any business competitive with the Company Business such Person (other than Employer) as a partner, shareholder, director, officer, Employee, principal, manager, member, agent, trustee, consultant or in any other relationship or capacity, ; provided, however, Employee that Executive may own, directly or indirectly, solely as a passive an investment, securities of any such entity which Person that are traded on any national securities exchange if Employee Executive (A) is not a controlling person of, or a member of a group which that controls, such entityPerson, and (B) does not, directly or indirectly, own 1% five percent (5%) or more of any class of securities of such entityPerson and (C) has no active participation in the business of such Person.
(b) Executive agrees that, except as required by law or court order, during the Employment Period and during the Restricted Period and for an additional five (5) years following the Restricted Period, Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of Employer and any other member of the Consolidated Company, all Confidential Company Information including, without limitation, information with respect to (i) prospective facilities, (ii) sales figures, (iii) profit or loss figures, and (iv) customers, clients, suppliers, sources of supply and customer lists and shall not disclose such Confidential Company Information to anyone outside of the Consolidated Company except with the express written consent of the Board and except for Confidential Company Information that is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive. Executive shall deliver to Employer at the termination of the Employment Period, or at any other time Employer may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Company Information, Work Product (as defined below) or the business of Employer or any other member of the Consolidated Company that he may then possess or have under his control.
(c) During the Non-Compete Restricted Period, Employee Executive shall not, without the prior written consent of the CompanyBoard, directly or indirectly, on behalf (i) induce or attempt to induce any employee of himself Employer or any other person or entity, solicit or encourage any Employee member of the Consolidated Company or any of its Affiliates to leave the employment employ of Employer or such member of the Company Consolidated Company, or in any way interfere with the relationship between Employer or any of its Affiliates, or hire any Employee who has left the employment other member of the Consolidated Company or and any of its Affiliates within one year of the termination of such Employee’s employment with the Company or any of its Affiliates.
(c) During the Non-Compete Period, Employee shall not, in any Geographic Area, directly or indirectly (i) solicit or encourage any customer or client of the Company to engage the services competitive with the Company Business of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacityemployee thereof, or (ii) accept orders induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of Employer or any other member of the Consolidated Company to cease doing business with Employer or any member of the Consolidated Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business that is competitive with the Company Business from, relation and Employer or agree to provide services competitive with the Company Business to, any customer or client other member of the CompanyConsolidated Company (including, on behalf of Employee without limitation, making any disparaging statements or communications about Employer or any person or entity (other than member of the Consolidated Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity).
(d) If All inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, characters, props, molds and all similar or related information (whether or not patentable) that relate to Employer’s or any provision of Sections 8 or 9 is held to be unenforceable, it is the intention other member of the parties Consolidated Company actual or anticipated business, research and development or existing or future products or services and that are first conceived, developed or made by Executive while an employee of, or a consultant to, Employer or any other member of the court making Consolidated Company (collectively, “Work Product”) belong to Employer or any other member of the Consolidated Company. Executive shall promptly disclose such determination shall modify such provision, so that the provision shall be enforceable Work Product to the greatest extent permitted under Board and perform all actions reasonably requested by the lawBoard (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments) at Employer’s expense. Executive acknowledges and agrees that such provision upon termination of the Employment Period, or at the request of the Board from time to time, Executive shall then be applicable deliver all Work Product in such modified formhis possession to Employer.
(e) As used herein:
Appears in 3 contracts
Sources: Employment Agreement (Neenah Foundry Co), Employment Agreement (Neenah Foundry Co), Employment Agreement (Neenah Enterprises, Inc.)
Covenant Against Competition. The Employee acknowledges that: (i) the principal business of the Company and its subsidiaries is the design, marketing and manufacture of injection molded plastic products and assemblies (the "Present Business"); (ii) the Company and its subsidiaries is one of a limited number of entities within its industry which have developed the present business; (iii) the Present Business is national in scope; (iv) the Employee's work for the Company and its subsidiaries has given and will continue to give him access to the confidential affairs and proprietary information of the Company and its subsidiaries not readily available to the public; and (v) the agreements and covenants of the Employee contained in this Section 6.1 are essential to the business and goodwill of the Company. Accordingly, the Employee covenants and agrees that:
(a) During Throughout the Non-Compete Period Employee's employment with the Company and for a period of two (as hereinafter defined2) years following the date that the Employee is given notice of termination from the Company (in the case of termination for disability, termination without cause or termination with cause) or for a period of two (2) years following the date that the Employee resigns from the Company (the "Restricted Period"), the Employee shall not, in any Geographic Area the United States of America, directly or indirectly:
(as hereinafter defined): (i1) engage in the Present Business or any other principal line of business competitive with developed by the Company Business during the Term (hereinafter collectively referred to as hereinafter defined)the "Company Business") for the Employee's own account; (ii2) render any services in any capacity to any person or entity (other than the Company or its subsidiaries) engaged in any business competitive with the Company Business; or (iii3) acquire an interest become interested in any person or entity engaged in any business competitive with the Company Business (other than the Company or its subsidiaries) as a partner, shareholder, director, officer, Employee, principal, manager, member, agent, trustee, consultant or in any other relationship or capacity, ; provided, however, the Employee may own, directly or indirectly, solely as a passive an investment, securities of any such entity which are traded on any national securities exchange or NASDAQ if Employee the Employee: (A) is not a controlling person of, or a member of a group which controls, controls such entity, entity and (B) does not, directly or indirectly, own 1% ten percent (10%) or more of any class of securities of such entity.
(b) During the Non-Compete Restricted Period, the Employee shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its subsidiaries, all confidential matters relating to the Company Business and to the Company and its subsidiaries learned by the Employee heretofore or hereafter, directly or indirectly, from the Company and its subsidiaries, including any information concerning the business, affairs, customers, clients, sources of supply and customer lists of the Company or its subsidiaries (the "Confidential Company Information") and shall not disclose the Confidential Company Information to anyone except with the Company's express written consent and except for Confidential Company Information which: (1) is publicly known at the time of receipt, or thereafter becomes publicly known through no wrongful act of the Employee, or (2) is received from a third party who is not under an obligation to keep such information confidential. The rights of the Company pursuant to this Section are in addition to and shall not be deemed to limit those rights and remedies available under common law for protection of the type of confidential information which constitutes "trade secrets" as defined by controlling law.
(c) The Employee shall not, without the Company's prior written consent of the Companyconsent, directly or indirectly, on behalf of himself or any other person or entity, knowingly solicit or encourage any Employee of the Company or any of its Affiliates to leave the employment of the Company or its subsidiaries, any employee of the Company or its Affiliates, or subsidiaries nor shall the Employee hire any Employee employee who has left the employment of the Company or any of its Affiliates subsidiaries within one (1) year of the termination of such Employee’s 's employment with the Company or any of its Affiliates.
(c) During the Non-Compete Period, Employee shall not, in any Geographic Area, directly or indirectly (i) solicit or encourage any customer or client of the Company to engage the services competitive with the Company Business of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity, or (ii) accept orders or business that is competitive with the Company Business from, or agree to provide services competitive with the Company Business to, any customer or client of the Company, on behalf of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacitysubsidiaries.
(d) If any provision of Sections 8 All memoranda, notes, lists, records and other documents (and all copies thereof) constituting Confidential Company Information made or 9 is held compiled by the Employee or made available to be unenforceable, it is the intention of Employee concerning the parties that Company Business or the court making such determination shall modify such provision, so that the provision Company or its subsidiaries shall be enforceable the Company's property, shall be kept confidential in accordance with the provisions of this Section and shall be delivered to the greatest extent permitted under the law, and that such provision shall then be applicable in such modified formCompany at any time upon request.
(e) As used herein:
Appears in 3 contracts
Sources: Employment Agreement (International Plastic Technologies Inc), Employment Agreement (International Plastic Technologies Inc), Employment Agreement (International Plastic Technologies Inc)
Covenant Against Competition. Employee covenants and agrees The Executive acknowledges that:
(a) During , as of the Non-Compete Period (as hereinafter defined), Employee shall not, in any Geographic Area (as hereinafter defined): date of execution of this Employment Agreement: (i) engage R&R is, directly and through its subsidiaries, engaged in any business competitive with the Company Business investment banking businesses of corporate finance and mergers and acquisitions as a broker-dealer (as hereinafter definedthe "BUSINESS"); (ii) the Business is conducted currently by R&R and its subsidiaries throughout the United States, and may be expanded to other locations; (iii) his employment with Holding and R&R will have given him access to confidential information concerning the Business as so conducted; and (iv) the agreements and covenants contained in this Agreement are essential to protect the business and goodwill of Holding and R&R. Accordingly, the Executive covenants and agrees that, without the prior written consent of the Board of Holding, the Executive shall not during the Restricted Period and within the Restricted Area (each as defined below), except in the Executive's capacity as an officer of the Company or any of its affiliates: (A) engage or participate in the Business; (B) enter the employ of, or render any services in any capacity to (whether or not for a fee or other compensation) to, any person or entity engaged in any business competitive with the Company Business; or (iiiC) acquire an equity interest in any person or entity engaged in the Business; provided, that the foregoing restrictions shall not apply at any business competitive with time if the Executive's employment is terminated during the Term by the Executive for Good Reason (as defined above) or by the Company Business as a partner, shareholder, director, officer, Employee, principal, manager, member, agent, trustee, consultant or in any other relationship or capacity, than for "Cause"; provided, howeverfurther, Employee that during the Restricted Period the Executive may own, directly or indirectly, solely as a passive investment, securities of any such entity which are company traded on any national securities exchange if Employee (A) is not a controlling person ofor on the National Association of Securities Dealers Automated Quotation System. In addition, in the event that all or a member any portion of a group which controls, such entity, and (B) does not, directly the business or indirectly, own 1% assets of the Company are transferred to one or more business entities owned in whole or in part by one or more of any class of securities of such entity.
(b) During the Non-Compete Period, Employee shall not, without the prior written consent of the Company, directly direct or indirectly, on behalf of himself or any other person or entity, solicit or encourage any Employee indirect owners of the Company as a distribution in respect of their equity interests, this subsection 10(a) shall not prevent the Executive from being employed thereafter on a full or part-time basis by any of its Affiliates to leave the employment such entity that continues such business or that uses such assets of the Company or any of in its Affiliates, or hire any Employee who has left the employment of the Company or any of its Affiliates within one year of the termination of such Employee’s employment with the Company or any of its Affiliatesbusiness.
(c) During the Non-Compete Period, Employee shall not, in any Geographic Area, directly or indirectly (i) solicit or encourage any customer or client of the Company to engage the services competitive with the Company Business of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity, or (ii) accept orders or business that is competitive with the Company Business from, or agree to provide services competitive with the Company Business to, any customer or client of the Company, on behalf of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity.
(d) If any provision of Sections 8 or 9 is held to be unenforceable, it is the intention of the parties that the court making such determination shall modify such provision, so that the provision shall be enforceable to the greatest extent permitted under the law, and that such provision shall then be applicable in such modified form.
(e) As used herein:
Appears in 2 contracts
Sources: Employment Agreement (Enthrust Financial Services Inc), Employment Agreement (Enthrust Financial Services Inc)
Covenant Against Competition. Employee Executive acknowledges that (i) the principal business of the Company Group is the manufacture, distribution and sale of iron castings and steel forgings for the heavy municipal market and selected segments of the industrial markets (collectively, the "Company Business"); (ii) the Company Business is national in scope; (iii) Executive's work for Employer and the Company Group has given and will continue to give him access to the confidential affairs and proprietary information of the Company Group (collectively, "Confidential Company Information"); (iv) the continued success of the Company Group depends in large part on keeping this information from becoming known to its competitors; and (v) each of ACP and Employer would not have entered into this Agreement but for the covenants and agreements set forth in this Article IV. Accordingly, Executive covenants and agrees that:
(a) During the Non-Compete period commencing on the date hereof and ending on the second anniversary following the Employment Period (as hereinafter definedthe "Restricted Period"), Employee Executive shall notnot in the United States of America, directly or indirectly, own, operate, manage, control, participate in, consult with, advise, or otherwise engage (including by himself, in association with any Geographic Area (as hereinafter defined): Person, or through any Person) (i) engage in the Company Business or in any business competitive with the Company Business (as hereinafter defined)that provides any related services; (ii) render any services in any capacity to any person or entity engaged in any business competitive that otherwise competes with Employer or any other member of the Company BusinessGroup as such businesses exist or are in process on the date of the termination of the Employment Period; or (iii) acquire an interest become interested in any person or entity engaged in any business competitive with the Company Business such Person (other than Employer) as a partner, shareholder, director, officer, Employee, principal, manager, member, agent, trustee, consultant or in any other relationship or capacity, ; provided, however, Employee that Executive may own, directly or indirectly, solely as a passive an investment, securities of any such entity which Person that are traded on any national securities exchange or NASDAQ if Employee Executive (A) is not a controlling person of, or a member of a group which that controls, such entityPerson, and (B) does not, directly or indirectly, own 1% five percent (5%) or more of any class of securities of such entityPerson and (C) has no active participation in the business of such Person.
(b) During and after the Non-Compete Restricted Period, Employee Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of Employer and any other member of the Company Group, all Confidential Company Information including, without limitation, information with respect to (i) prospective facilities, (ii) sales figures, (iii) profit or loss figures, and (iv) customers, clients, suppliers, sources of supply and customer lists and shall not disclose such Confidential Company Information to anyone outside of the Company Group except with the express written consent of the Board and except for Confidential Company Information that is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive. Executive shall deliver to Employer at the termination of the Employment Period, or at any other time Employer may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Company Information, Work Product (as defined below) or the business of Employer or any other member of the Company Group that he may then possess or have under his control.
(c) During the Restricted Period, Executive shall not, without the prior written consent of the CompanyBoard, directly or indirectly, on behalf (i) induce or attempt to induce any employee of himself Employer or any other person or entity, solicit or encourage any Employee member of the Company or any of its Affiliates Group to leave the employment employ of Employer or such member of the Company Group, or in any way interfere with the relationship between Employer or any of its Affiliates, or hire any Employee who has left the employment other member of the Company or Group and any of its Affiliates within one year of the termination of such Employee’s employment with the Company or any of its Affiliates.
(c) During the Non-Compete Period, Employee shall not, in any Geographic Area, directly or indirectly (i) solicit or encourage any customer or client of the Company to engage the services competitive with the Company Business of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacityemployee thereof, or (ii) accept orders induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of Employer or any other member of the Company Group to cease doing business with Employer or any member of the Company Group, or in any way interfere with the relationship between any such customer, supplier, licensee or business that is competitive with relation and Employer or any other member of the Company Business fromGroup (including, without limitation, making any disparaging statements or agree to provide services competitive with communications about Employer or any other member of the Company Business to, any customer or client of the Company, on behalf of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacityGroup).
(d) If All inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, characters, props, molds and all similar or related information (whether or not patentable) that relate to Employer's or any provision of Sections 8 or 9 is held to be unenforceable, it is the intention other member of the parties Company Group actual or anticipated business, research and development or existing or future products or services and that are conceived, developed or made by Executive while an employee of, or a consultant to, Employer or any other member of the court making Company Group (collectively, "Work Product") belong to Employer or any other member of the Company Group. Executive shall promptly disclose such determination shall modify such provision, so that the provision shall be enforceable Work Product to the greatest extent permitted under Board and perform all actions requested by the lawBoard (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Executive acknowledges and agrees that such provision upon termination of the Employment Period, or at the request of the Board from time to time, Executive shall then be applicable deliver all Work Product in such modified formhis possession to Employer.
(e) As used herein:
Appears in 2 contracts
Sources: Employment Agreement (Deeter Foundry Inc), Employment Agreement (Deeter Foundry Inc)
Covenant Against Competition. Employee Executive acknowledges that (i) the principal business of the Consolidated Company is the manufacture, distribution and sale of iron castings and steel forgings for the heavy municipal market and iron casting components for the heavy duty truck non-engine drive train and HVAC compressor markets (collectively, the “Company Business”); (ii) the Company Business is national in scope; (iii) Executive’s work for Employer and the Consolidated Company has given and will continue to give him access to the confidential affairs and proprietary information of the Consolidated Company (collectively, “Confidential Company Information”); (iv) the continued success of the Consolidated Company depends in large part on keeping this information from becoming known to its competitors; and (v) each of ACP and Employer would not have entered into this Agreement but for the covenants and agreements set forth in this Article IV. Accordingly, Executive covenants and agrees that:
(a) During the Non-Compete period commencing on the date hereof and ending on the second anniversary following the Employment Period (as hereinafter definedthe “Restricted Period”), Employee Executive shall notnot in the United States of America, directly or indirectly, own, operate, manage, control, participate in, consult with, advise, or otherwise engage (including by himself, in association with any Geographic Area (as hereinafter defined): Person, or through any Person) (i) engage in any business competitive with the Company Business (as hereinafter defined)Business; (ii) render any services in any capacity to any person or entity engaged in any business competitive that otherwise competes with Employer or any other member of the Consolidated Company Businessas such businesses exist or are in process on the date of the termination of the Employment Period; or (iii) acquire an interest become interested in any person or entity engaged in any business competitive with the Company Business such Person (other than Employer) as a partner, shareholder, director, officer, Employee, principal, manager, member, agent, trustee, consultant or in any other relationship or capacity, ; provided, however, Employee that Executive may own, directly or indirectly, solely as a passive an investment, securities of any such entity which Person that are traded on any national securities exchange if Employee Executive (A) is not a controlling person of, or a member of a group which that controls, such entityPerson, and (B) does not, directly or indirectly, own 1% five percent (5%) or more of any class of securities of such entityPerson and (C) has no active participation in the business of such Person.
(b) During and after the Non-Compete Restricted Period, Employee Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of Employer and any other member of the Consolidated Company, all Confidential Company Information including, without limitation, information with respect to (i) prospective facilities, (ii) sales figures, (iii) profit or loss figures, and (iv) customers, clients, suppliers, sources of supply and customer lists and shall not disclose such Confidential Company Information to anyone outside of the Consolidated Company except with the express written consent of the Board and except for Confidential Company Information that is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive. Executive shall deliver to Employer at the termination of the Employment Period, or at any other time Employer may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Company Information, Work Product (as defined below) or the business of Employer or any other member of the Consolidated Company that he may then possess or have under his control.
(c) During the Restricted Period, Executive shall not, without the prior written consent of the CompanyBoard, directly or indirectly, on behalf (i) induce or attempt to induce any employee of himself Employer or any other person or entity, solicit or encourage any Employee member of the Consolidated Company or any of its Affiliates to leave the employment employ of Employer or such member of the Company Consolidated Company, or in any way interfere with the relationship between Employer or any of its Affiliates, or hire any Employee who has left the employment other member of the Consolidated Company or and any of its Affiliates within one year of the termination of such Employee’s employment with the Company or any of its Affiliates.
(c) During the Non-Compete Period, Employee shall not, in any Geographic Area, directly or indirectly (i) solicit or encourage any customer or client of the Company to engage the services competitive with the Company Business of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacityemployee thereof, or (ii) accept orders induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of Employer or any other member of the Consolidated Company to cease doing business with Employer or any member of the Consolidated Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business that is competitive with the Company Business from, relation and Employer or agree to provide services competitive with the Company Business to, any customer or client other member of the CompanyConsolidated Company (including, on behalf of Employee without limitation, making any disparaging statements or communications about Employer or any person or entity (other than member of the Consolidated Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity).
(d) If All inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, characters, props, molds and all similar or related information (whether or not patentable) that relate to Employer’s or any provision of Sections 8 or 9 is held to be unenforceable, it is the intention other member of the parties Consolidated Company actual or anticipated business, research and development or existing or future products or services and that are first conceived, developed or made by Executive while an employee of, or a consultant to, Employer or any other member of the court making Consolidated Company (collectively, “Work Product”) belong to Employer or any other member of the Consolidated Company. Executive shall promptly disclose such determination shall modify such provision, so that the provision shall be enforceable Work Product to the greatest extent permitted under Board and perform all actions reasonably requested by the lawBoard (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments) at Employer’s expense. Executive acknowledges and agrees that such provision upon termination of the Employment Period, or at the request of the Board from time to time, Executive shall then be applicable deliver all Work Product in such modified formhis possession to Employer.
(e) As used herein:
Appears in 1 contract
Covenant Against Competition. Employee The Covered Person acknowledges that (a) the principal business of the Company is the manufacture and sale of forged metal products; (b) the Covered Person is one of a limited number of Persons who have developed the Company's business; (c) the Company's business is, in part, national and international in scope; the Covered Person's work for the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; the information, observations and data disclosed to, developed by or obtained by him while employed by the Company or any of its Subsidiaries (collectively, the "Company Group") concerning the business or affairs of any member of the Company Group (including without limitation the Company's technology, methods of doing business and supplier and customer information) (collectively, "Confidential Company Information") are the property of the Company or such other member of the Company Group and that the continued success of the Company Group depends in large part on keeping this information from becoming known to its competitors; the agreements and covenants of the Covered Person contained in this Section 5.6 are essential to the business and goodwill of Buyer and the Company; and Buyer would not have entered into this Agreement and purchased the Stock but for the covenants and agreements set forth in this Section 5.6. Accordingly, the Covered Person covenants and agrees that:
(ai) During the Nonperiod commencing on the date hereof and ending three and one-Compete Period half (as hereinafter defined3 1/2) years following the Closing Date (the "Restricted Period"), Employee the Covered Person shall notnot (A) directly or indirectly, own, operate, manage, control, participate in, consult with, advise, permit his name to be used by, provide services for, lease, or in any manner engage in (including by himself, in association with any Geographic Area (as hereinafter defined): (iPerson, or through any Person) engage in any business competitive that manufactures or sells any products or provides any services which may be used as substitutes for or are otherwise in competition with any products or services in the business of Buyer, the Company Business or their respective Subsidiaries anywhere in the United States, as such businesses exist or are proposed as of the Closing Date or the date of this Agreement, or logical extensions thereof (as hereinafter definedcollectively, "Covered Activities"); (ii) render any services in any capacity to any person or entity engaged in any business competitive with the Company Business; or (iiiB) acquire an interest become interested in any person or entity engaged such Person which engages in any business competitive with the Company Business Covered Activities (other than Buyer) as a partner, shareholder, director, officer, Employee, principal, manager, member, agent, trustee, consultant or in any other relationship or capacity, ; provided, however, Employee that notwithstanding the above, the Covered Person may own, directly or indirectly, solely as a passive an investment, securities of any such entity Person which are traded on any national securities exchange or NASDAQ if Employee (A) the Covered Person is not a controlling person of, or a member of a group which controls, such entityPerson, and (B) does not, directly or indirectly, own 1% five percent (5%) or more of any class of securities of such entityPerson and has no active participation in the business of such Person; provided, further, that, the Covered Person may own, directly or indirectly, solely as an investment, securities of Forge Die & Tool Corp. ("Forge Die"), if and for so long as Forge Die does not, directly or indirectly (i) induce or influence any CONFORMED COPY customer, supplier, lessor, licensor or any other person that has or had during the one year period initially preceding the Closing Date a business relationship with the Company, to discontinue, reduce or adversely modify such business relationship with the Company or otherwise engage in any activity prohibited by Section 5.6(a)(iii), (ii) acquire any ownership interest in any Person engaging in a Covered Activity, or (iii) engage in any Covered Activity, except as such businesses exist or are proposed as of the Closing Date or logical extensions thereof.
(bii) At all times after the date hereof, the Covered Person shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of Buyer, the Company and their affiliates, all Confidential Company Information including, without limitation, information with respect to (i) prospective facilities, (ii) sales figures, (iii) profit or loss figures, and (iv) customers, clients, suppliers, sources of supply and customer lists and shall not disclose such Confidential Company Information to anyone outside of Buyer, the Company and their Affiliates except with the express written consent of the Buyer and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Covered Person. The Covered Person shall deliver to Buyer on the Closing Date, or at any other time Buyer may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Company Information, Work Product (as defined below) or the business of the Company or any Subsidiary which he may then possess or have under his control.
(iii) During the Non-Compete Restricted Period, Employee the Covered Person shall not, without the prior written consent of the CompanyBuyer, directly or indirectly, on behalf (i) induce or attempt to induce any employee of himself Buyer, the Company or any Subsidiary to leave the employ of Buyer, the Company or such Subsidiary, or in any way interfere with the relationship between Buyer, the Company or any Subsidiary and any employee thereof, (ii) hire any person within two years of the last day such person was an employee of Buyer, the Company or any Subsidiary or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other person business relation of Buyer, the Company or entityany Subsidiary to cease doing business with Buyer, solicit the Company or encourage such Subsidiary, or in any Employee way interfere with the relationship between any such customer, supplier, licensee or business relation and Buyer, the Company or any Subsidiary (including, without limitation, making any disparaging statements or communications about Buyer or its Subsidiaries). Notwithstanding the foregoing, nothing in this Section shall prevent any Seller CONFORMED COPY from providing a letter of recommendation to an employee of the Company or any of its Affiliates Subsidiary with respect to leave a future employment opportunity.
(iv) All inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, characters, props, molds and all similar or related information (whether or not patentable) which relate to the employment of the Company Company's or any of its AffiliatesSubsidiaries' actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Covered Person while an employee of, or hire any Employee who has left the employment of a consultant to, the Company or any of its Affiliates within one year of the termination of such Employee’s employment with Subsidiaries (collectively, "Work Product") belong to the Company and its Subsidiaries. Covered Person shall promptly disclose such Work Product to the Buyer and perform all actions requested by the Buyer (whether on or any after the Closing Date) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of its Affiliatesattorney and other instruments).
(cv) During That (A) the Non-Compete Periodcovenants set forth in Section 5.6(a) are reasonable in geographical and temporal scope and in all other respects, Employee shall not, in any Geographic Area, directly or indirectly (iB) solicit or encourage any customer or client Buyer would not have entered into this Agreement but for the covenants of the Company Covered Person contained herein, and (C) the covenants contained herein have been made in order to engage induce Buyer to enter into this Agreement and purchase the services competitive with Stock from which Covered Person will receive substantial benefit; and
(vi) That if, at the Company Business time of Employee enforcement of the covenants contained in Section 5.6 (a)(i), a court shall hold that the duration, scope or any person or entity (other than area restrictions stated therein are unreasonable under circumstances then existing, the Company) in which Employee is a partnerparties agree that the maximum duration, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacityscope, or (ii) accept orders or business that is competitive with the Company Business from, or agree to provide services competitive with the Company Business to, any customer or client of the Company, on behalf of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity.
(d) If any provision of Sections 8 or 9 is held to be unenforceable, it is the intention of the parties that the court making area reasonable under such determination shall modify such provision, so that the provision circumstances shall be enforceable to substituted for the greatest extent permitted under the lawstated duration, and that such provision shall then be applicable in such modified formscope or area.
(e) As used herein:
Appears in 1 contract
Covenant Against Competition. Employee Executive acknowledges that (i) the principal business of the Company Group is the manufacture, distribution and sale of iron castings and steel forgings for the heavy municipal market and selected segments of the industrial markets (collectively, the "Company Business"); (ii) the Company Business is national in scope; (iii) Executive's work for Employer and the Company Group has given and will continue to give him access to the confidential affairs and proprietary information of the Company Group (collectively, "Confidential Company Information"); (iv) the continued success of the Company Group depends in large part on keeping this information from becoming known to its competitors; and (v) each of ACP and Employer would not have entered into this Agreement but for the covenants and agreements set forth in this Article IV. Accordingly, Executive covenants and agrees that:
(a) During the Nonperiod commencing on the date hereof and ending on the third-Compete year anniversary following the Employment Period (as hereinafter definedthe "Restricted Period"), Employee Executive shall notnot in the United States of America, directly or indirectly, own, operate, manage, control, participate in, consult with, advise, or otherwise engage (including by himself, in association with any Geographic Area (as hereinafter defined): Person, or through any Person) (i) engage in the Company Business or in any business competitive with the Company Business (as hereinafter defined)that provides any related services; (ii) render any services in any capacity to any person or entity engaged in any business competitive that otherwise competes with Employer or any other member of the Company BusinessGroup as such businesses exist or are in process on the date of the termination of the Employment Period; or (iii) acquire an interest become interested in any person or entity engaged in any business competitive with the Company Business such Person (other than Employer) as a partner, shareholder, director, officer, Employee, principal, manager, member, agent, trustee, consultant or in any other relationship or capacity, ; provided, however, Employee that Executive may own, directly or indirectly, solely as a passive an investment, securities of any such entity which Person that are traded on any national securities exchange or NASDAQ if Employee Executive (A) is not a controlling person of, or a member of a group which that controls, such entityPerson, and (B) does not, directly or indirectly, own 1% five percent (5%) or more of any class of securities of such entityPerson and (C) has no active participation in the business of such Person.
(b) During and after the Non-Compete Restricted Period, Employee Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of Employer and any other member of the Company Group, all Confidential Company Information including, without limitation, information with respect to (i) prospective facilities, (ii) sales figures, (iii) profit or loss figures, and (iv) customers, clients, suppliers, sources of supply and customer lists and shall not disclose such Confidential Company Information to anyone outside of the Company Group except with the express written consent of the Board and except for Confidential Company Information that is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive. Executive shall deliver to Employer at the termination of the Employment Period, or at any other time Employer may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Company Information, Work Product (as defined below) or the business of Employer or any other member of the Company Group that he may then possess or have under his control.
(c) During the Restricted Period, Executive shall not, without the prior written consent of the CompanyBoard, directly or indirectly, on behalf (i) induce or attempt to induce any employee of himself Employer or any other person or entity, solicit or encourage any Employee member of the Company or any of its Affiliates Group to leave the employment employ of Employer or such member of the Company Group, or in any way interfere with the relationship between Employer or any of its Affiliates, or hire any Employee who has left the employment other member of the Company or Group and any of its Affiliates within one year of the termination of such Employee’s employment with the Company or any of its Affiliates.
(c) During the Non-Compete Period, Employee shall not, in any Geographic Area, directly or indirectly (i) solicit or encourage any customer or client of the Company to engage the services competitive with the Company Business of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacityemployee thereof, or (ii) accept orders induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of Employer or any other member of the Company Group to cease doing business with Employer or any member of the Company Group, or in any way interfere with the relationship between any such customer, supplier, licensee or business that is competitive with relation and Employer or any other member of the Company Business fromGroup (including, without limitation, making any disparaging statements or agree to provide services competitive with communications about Employer or any other member of the Company Business to, any customer or client of the Company, on behalf of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacityGroup).
(d) If All inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, characters, props, molds and all similar or related information (whether or not patentable) that relate to Employer's or any provision of Sections 8 or 9 is held to be unenforceable, it is the intention other member of the parties Company Group actual or anticipated business, research and development or existing or future products or services and that are conceived, developed or made by Executive while an employee of, or a consultant to, Employer or any other member of the court making Company Group (collectively, "Work Product") belong to Employer or any other member of the Company Group. Executive shall promptly disclose such determination shall modify such provision, so that the provision shall be enforceable Work Product to the greatest extent permitted under Board and perform all actions requested by the lawBoard (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Executive acknowledges and agrees that such provision upon termination of the Employment Period, or at the request of the Board from time to time, Executive shall then be applicable deliver all Work Product in such modified formhis possession to Employer.
(e) As used herein:
Appears in 1 contract
Covenant Against Competition. Employee Executive acknowledges that (i) the principal business of the Consolidated Company is the manufacture, distribution and sale of iron castings and steel forgings for the heavy municipal market and iron casting components for the heavy duty truck non-engine drive train and HVAC compressor markets, as well as engine blocks and heads for the automotive market (collectively, the “Company Business”); (ii) the Company Business is national in scope; (iii) Executive’s work for Employer and the Consolidated Company has given and will continue to give him access to the confidential affairs and proprietary information of the Consolidated Company (collectively, “Confidential Company Information”); (iv) the continued success of the Consolidated Company depends in large part on keeping this information from becoming known to its competitors; and (v) each of NEI and Employer would not have entered into this Agreement but for the covenants and agreements set forth in this Article IV. Accordingly, Executive covenants and agrees that:
(a) During the Non-Compete period commencing on the date hereof and ending on the second anniversary following the Employment Period (as hereinafter definedthe “Restricted Period”), Employee Executive shall notnot in the United States of America, directly or indirectly, own, operate, manage, control, participate in, consult with, advise, or otherwise engage (including by himself, in association with any Geographic Area (as hereinafter defined): Person, or through any Person) (i) engage in any business competitive with the Company Business (as hereinafter defined)Business; (ii) render any services in any capacity to any person or entity engaged in any business competitive that otherwise competes with Employer or any other member of the Consolidated Company Businessas such businesses exist or are in process on the date of the termination of the Employment Period; or (iii) acquire an interest become interested in any person or entity engaged in any business competitive with the Company Business such Person (other than Employer) as a partner, shareholder, director, officer, Employee, principal, manager, member, agent, trustee, consultant or in any other relationship or capacity, ; provided, however, Employee that Executive may own, directly or indirectly, solely as a passive an investment, securities of any such entity which Person that are traded on any national securities exchange if Employee Executive (A) is not a controlling person of, or a member of a group which that controls, such entityPerson, and (B) does not, directly or indirectly, own 1% five percent (5%) or more of any class of securities of such entityPerson and (C) has no active participation in the business of such Person.
(b) Executive agrees that, except as required by law or court order, during the Employment Period and during the Restricted Period and for an additional five (5) years following the Restricted Period, Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of Employer and any other member of the Consolidated Company, all Confidential Company Information including, without limitation, information with respect to (i) prospective facilities, (ii) sales figures, (iii) profit or loss figures, and (iv) customers, clients, suppliers, sources of supply and customer lists and shall not disclose such Confidential Company Information to anyone outside of the Consolidated Company except with the express written consent of the Board and except for Confidential Company Information that is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive. Executive shall deliver to Employer at the termination of the Employment Period, or at any other time Employer may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Company Information, Work Product (as defined below) or the business of Employer or any other member of the Consolidated Company that he may then possess or have under his control.
(c) During the Non-Compete Restricted Period, Employee Executive shall not, without the prior written consent of the CompanyBoard, directly or indirectly, on behalf (i) induce or attempt to induce any employee of himself Employer or any other person or entity, solicit or encourage any Employee member of the Consolidated Company or any of its Affiliates to leave the employment employ of Employer or such member of the Company Consolidated Company, or in any way interfere with the relationship between Employer or any of its Affiliates, or hire any Employee who has left the employment other member of the Consolidated Company or and any of its Affiliates within one year of the termination of such Employee’s employment with the Company or any of its Affiliates.
(c) During the Non-Compete Period, Employee shall not, in any Geographic Area, directly or indirectly (i) solicit or encourage any customer or client of the Company to engage the services competitive with the Company Business of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacityemployee thereof, or (ii) accept orders induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of Employer or any other member of the Consolidated Company to cease doing business with Employer or any member of the Consolidated Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business that is competitive with the Company Business from, relation and Employer or agree to provide services competitive with the Company Business to, any customer or client other member of the CompanyConsolidated Company (including, on behalf of Employee without limitation, making any disparaging statements or communications about Employer or any person or entity (other than member of the Consolidated Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity).
(d) If All inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, characters, props, molds and all similar or related information (whether or not patentable) that relate to Employer’s or any provision of Sections 8 or 9 is held to be unenforceable, it is the intention other member of the parties Consolidated Company actual or anticipated business, research and development or existing or future products or services and that are first conceived, developed or made by Executive while an employee of, or a consultant to, Employer or any other member of the court making Consolidated Company (collectively, “Work Product”) belong to Employer or any other member of the Consolidated Company. Executive shall promptly disclose such determination shall modify such provision, so that the provision shall be enforceable Work Product to the greatest extent permitted under Board and perform all actions reasonably requested by the lawBoard (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments) at Employer’s expense. Executive acknowledges and agrees that such provision upon termination of the Employment Period, or at the request of the Board from time to time, Executive shall then be applicable deliver all Work Product in such modified formhis possession to Employer.
(e) As used herein:
Appears in 1 contract
Covenant Against Competition. The Employee acknowledges that (i) the Company is one of a limited number of persons who have developed the Business; (ii) the Business is national and international in scope; (iii) the Employee's work for the Company will give him access to the confidential affairs and proprietary information of the Company; (iv) the agreements and covenants of the Employee contained in this Section 5 are essential to the business and goodwill of the Company; and (v) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 5. Accordingly, the Employee covenants and agrees that:
(a) During the Non-Compete Period (as hereinafter defined)Term, the Employee shall not, in any Geographic Area the United States or Asia, directly or indirectly, (as hereinafter defined): (i1) engage in any business competitive that competes with the Company Business (as hereinafter defined)or any part thereof) for the Employee's own account; (ii2) render any services in any capacity to any person or entity (other than the Company) engaged in any business competitive with the Company Businesssuch activities; or (iii3) acquire an interest become interested in any such person or entity engaged in any business competitive with (other than the Company Business Company) as a partner, shareholder, director, officer, Employee, principal, manager, member, agent, trustee, consultant or in any other relationship or capacity, ; provided, however, that notwithstanding the above, the Employee may own, directly or indirectly, solely as a passive an investment, securities of any such entity person which are traded on any national securities exchange or NASDAQ if the Employee (A) is not a controlling person of, or a member of a group which controls, such entity, person and (B) does not, directly or indirectly, own 12% or more of any class of securities of such entityperson.
(b) During the Non-Compete Term and for the period ending five years following the date upon which the Employee ceases to be an employee of the Company (the "Restricted Period"), the Employee shall notkeep secret and retain in strictest confidence, without and shall not use for his benefit or the prior written consent benefit of others, except in connection with the business and affairs of the CompanyCompany and its affiliates, all confidential matters relating to the Business or to the Company and its affiliates learned by the Employee heretofore or hereafter, directly or indirectly, on behalf from the Company and its affiliates, including, without limitation, information with respect to (i) prospective facilities, (ii) sales figures, (iii) profit or loss figures, and (iv) customers, clients, suppliers, sources of himself or any other person or entitysupply and customer lists (the "Confidential Information"), solicit or encourage any Employee and shall not disclose such Confidential Information to anyone outside of the Company and its affiliates except with the Company's express prior written consent and except for Confidential Information which (A) is at the time of receipt or any of its Affiliates to leave the employment thereafter becomes publicly known through no wrongful act of the Company Employee or any (B) is received from a third party not under an obligation to keep such information confidential and without breach of its Affiliates, or hire any Employee who has left the employment of the Company or any of its Affiliates within one year of the termination of such Employee’s employment with the Company or any of its Affiliatesthis Agreement.
(c) During All memoranda, notes, lists, records and other documents (and all copies thereof) made or compiled by the Non-Compete Period, Employee shall not, in any Geographic Area, directly or indirectly (i) solicit made available to the Employee concerning the Business or encourage any customer or client of the Company shall be the Company's property and shall be delivered to engage the services competitive with the Company Business of Employee or at any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity, or (ii) accept orders or business that is competitive with the Company Business from, or agree to provide services competitive with the Company Business to, any customer or client of the Company, time on behalf of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacityrequest.
(d) If any provision of Sections 8 or 9 is held to be unenforceable, it is the intention of the parties that the court making such determination shall modify such provision, so that the provision shall be enforceable to the greatest extent permitted under the law, and that such provision shall then be applicable in such modified form.
(e) As used herein:
Appears in 1 contract
Covenant Against Competition. Employee Executive acknowledges that (i) the principal business of the Company Group is the manufacture, distribution and sale of iron castings and steel forgings for the heavy municipal market and iron casting components for the heavy duty truck non-engine drive train and HVAC compressor markets (collectively, the “Company Business”); (ii) the Company Business is national in scope; (iii) Executive’s work for Employer and the Company Group has given and will continue to give him access to the confidential affairs and proprietary information of the Company Group (collectively, “Confidential Company Information”); (iv) the continued success of the Company Group depends in large part on keeping this information from becoming known to its competitors; and (v) each of ACP and Employer would not have entered into this Agreement but for the covenants and agreements set forth in this Article III. Accordingly, Executive covenants and agrees that:
(a) During the Non-Compete period commencing on the date hereof and ending on the second anniversary following the Employment Period (as hereinafter definedthe “Restricted Period”), Employee Executive shall notnot in the United States of America, directly or indirectly, own, operate, manage, control, participate in, consult with, advise, or otherwise engage (including by himself, in association with any Geographic Area (as hereinafter defined): Person, or through any Person) (i) engage in any business competitive with the Company Business (as hereinafter defined)Business; (ii) render any services in any capacity to any person or entity engaged in any business competitive that otherwise competes with Employer or any other member of the Company BusinessGroup as such businesses exist or are in process on the date of the termination of the Employment Period; or (iii) acquire an interest become interested in any person or entity engaged in any business competitive with the Company Business such Person (other than Employer) as a partner, shareholder, director, officer, Employee, principal, manager, member, agent, trustee, consultant or in any other relationship or capacity, ; provided, however, Employee that Executive may own, directly or indirectly, solely as a passive an investment, securities of any such entity which Person that are traded on any national securities exchange if Employee Executive (A) is not a controlling person of, or a member of a group which that controls, such entityPerson, and (B) does not, directly or indirectly, own 1% five percent (5%) or more of any class of securities of such entityPerson and (C) has no active participation in the business of such Person.
(b) During and after the Non-Compete Restricted Period, Employee Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of Employer and any other member of the Company Group, all Confidential Company Information including, without limitation, information with respect to (i) prospective facilities, (ii) sales figures, (iii) profit or loss figures, and (iv) customers, clients, suppliers, sources of supply and customer lists and shall not disclose such Confidential Company Information to anyone outside of the Company Group except with the express written consent of the Board and except for Confidential Company Information that is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive. Executive shall deliver to Employer at the termination of the Employment Period, or at any other time Employer may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Company Information, Work Product (as defined below) or the business of Employer or any other member of the Company Group that he may then possess or have under his control.
(c) During the Restricted Period, Executive shall not, without the prior written consent of the CompanyBoard, directly or indirectly, on behalf (i) induce or attempt to induce any employee of himself Employer or any other person or entity, solicit or encourage any Employee member of the Company or any of its Affiliates Group to leave the employment employ of Employer or such member of the Company Group, or in any way interfere with the relationship between Employer or any of its Affiliates, or hire any Employee who has left the employment other member of the Company or Group and any of its Affiliates within one year of the termination of such Employee’s employment with the Company or any of its Affiliates.
(c) During the Non-Compete Period, Employee shall not, in any Geographic Area, directly or indirectly (i) solicit or encourage any customer or client of the Company to engage the services competitive with the Company Business of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacityemployee thereof, or (ii) accept orders induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of Employer or any other member of the Company Group to cease doing business with Employer or any member of the Company Group, or in any way interfere with the relationship between any such customer, supplier, licensee or business that is competitive with relation and Employer or any other member of the Company Business fromGroup (including, without limitation, making any disparaging statements or agree to provide services competitive with communications about Employer or any other member of the Company Business to, any customer or client of the Company, on behalf of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacityGroup).
(d) If All inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, characters, props, molds and all similar or related information (whether or not patentable) that relate to Employer’s or any provision of Sections 8 or 9 is held to be unenforceable, it is the intention other member of the parties Company Group actual or anticipated business, research and development or existing or future products or services and that are first conceived, developed or made by Executive while an employee of, or a consultant to, Employer or any other member of the court making Company Group (collectively, “Work Product”) belong to Employer or any other member of the Company Group. Executive shall promptly disclose such determination shall modify such provision, so that the provision shall be enforceable Work Product to the greatest extent permitted under Board and perform all actions reasonably requested by the lawBoard (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments) at Employer’s expense. Executive acknowledges and agrees that such provision upon termination of the Employment Period, or at the request of the Board from time to time, Executive shall then be applicable deliver all Work Product in such modified formhis possession to Employer.
(e) As used herein:
Appears in 1 contract
Covenant Against Competition. Employee covenants (a) As an essential consideration for the obligations of the parties under this Agreement, Buyer and agrees thatSeller hereby agree and covenant, subject to Section 6.4(c) below, as follows:
(ai) During for a period of five years following the Non-Compete Period Closing Date, in the United States, Seller and/or its Affiliates shall not develop or license software that provides Statistical Inventory Reconciliation certified pursuant to protocols of the United States Environmental Protection Agency (as hereinafter defined"Certified SIR"), Employee nor will it enter into joint ventures, affiliations or other agreements with third parties to develop, market or sell Certified SIR; provided, that this provision shall notnot restrict Seller and/or its Affiliates from (A) developing, in any Geographic Area (as hereinafter defined): (i) engage in any business competitive with the Company Business (as hereinafter defined); marketing or distributing automatic tank gauges, tank level monitors or other equipment based at an underground storage
(ii) render any services For a period of five years after the Closing Date, in any capacity to any person the United States, Buyer and/or its Affiliates shall not own or entity engaged in any business competitive with operate vehicles for servicing underground storage tank sites ("Site Services"), other than for the Company Business; limited purpose of installing or (iii) acquire an interest in any person or entity engaged in any business competitive with the Company Business as a partner, shareholder, director, officer, Employee, principal, manager, member, agent, trustee, consultant or in any other relationship or capacity, provided, however, Employee may own, directly or indirectly, solely as a passive investment, securities of any such entity marketing in-tank gauges which are traded on any national securities exchange if Employee manufactured or distributed by Buyer; provided that this provisions shall not restrict Buyer and/or its Affiliates from (A) is not a controlling marketing or distributing any Site Services of any person ofother than Buyer or an Affiliate of Buyer, or a member of a group which controls, such entity, and (B) does not, directly becoming affiliated or indirectly, own 1% entering into joint ventures with any other person which owns or more of operates vehicles for Site Services or (C) operating remote monitoring systems and utilizing any class of securities of such entityother person's Site Services for responses.
(b) During If either party believes the Non-Compete Period, Employee shall not, without the prior written consent other party or any Affiliate of the Companyother party has violated the provisions of Section 6.4(a), directly or indirectly, on behalf such party shall have the right to seek relief from any court of himself or any other person or entity, solicit or encourage any Employee competent jurisdiction. The parties acknowledge that money damages alone will not provide adequate compensation in the event of a breach of the Company or any covenants of its Affiliates to leave the employment of the Company or any of its Affiliates, or hire any Employee who has left the employment of the Company or any of its Affiliates within one year of the termination of such Employee’s employment with the Company or any of its Affiliates.this
(c) During the Non-Compete Period, Employee shall not, in any Geographic Area, directly or indirectly Notwithstanding Section 6.4(a)(ii):
(i) solicit For a period of twelve months after the Closing Date, Toxguard Systems, Inc. a Nevada corporation and a majority-owned subsidiary of Buyer ("Toxguard"), shall not be prohibited by the terms of this Agreement from conducting its business as conducted at the Closing Date, provided that Toxguard shall not own or encourage operate any customer or client vehicles for the provision of Site Services not owned and operated at the Company Closing Date except as specifically permitted pursuant to engage the services competitive with the Company Business of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity, or Section 6.4(a)(ii).
(ii) accept orders or business Seller hereby recognizes and acknowledges that Buyer is competitive with considering the Company Business from, or agree to provide services competitive with the Company Business to, any customer or client acquisition of the Company, on behalf of Employee or any person or entity business (other than the Company"Target Business") in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity.
(d) If any provision of Sections 8 or 9 is held to be unenforceable, it is the intention of the parties that person set forth on Schedule 6.4 ("Target"), either through the court making such determination shall modify such provision, so that purchase of substantially all of the provision shall be enforceable to assets or all of the greatest extent permitted under the lawissued and outstanding stock of Target, and that certain activities in connection with the Target Business would be in violation of Section 6.4(a)(ii) if such provision shall then be applicable in such modified form.
(e) As used herein:activities were conducted by Buyer or an Affiliate of
Appears in 1 contract
Covenant Against Competition. The Employee acknowledges that (i) the Company is one of a limited number of persons who have developed the Business; (ii) the Business is national and international in scope: (iii) the Employee's work for the Company will give him access to the confidential affairs and proprietary information of the Company; (iv) the agreements and covenants of the Employee contained in this Section 5 are essential to the business and goodwill of the Company; and (v) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 5. Accordingly, the Employee covenants and agrees that:
(a) During the Non-Compete Period (period Employee receives compensation as hereinafter defined)an Employee, and during the period Employee receives any severance, the Employee shall not, in any Geographic Area the United States, directly or indirectly, (as hereinafter defined): (i1) engage in any business competitive that competes with the Company Business (as hereinafter defined)or any part thereof) for the Employee's own account; (ii2) render any services in any capacity to any person or entity (other than the Company) engaged in any business competitive with the Company Businesssuch activities; or (iii3) acquire an interest become interested in any such person or entity engaged in any business competitive with (other than the Company Business Company) as a partner, shareholder, director, officer, Employee, principal, manager, member, agent, trustee, consultant or in any other relationship or capacity, ; provided, however, that notwithstanding the above, the Employee may own, directly or indirectly, solely as a passive an investment, securities of any such entity person which are traded on any national securities exchange or NASDAQ if the Employee (A) is not a controlling person of, or a member of a group which controls, such entity, person and (B) does not, directly or indirectly, own 12% or more of any class of securities of such entityperson.
(b) During the Non-Compete Term and for the period ending five (5) years following the date upon which the Employee ceases to be an employee of the Company (the "Restricted Period"), the Employee shall notkeep secret and retain in strictest confidence, without and shall not use for his benefit or the prior written consent benefit of others, except in connection with the business and affairs of the CompanyCompany and its affiliates, all confidential matters relating to the Business or to the Company and its affiliates learned by the Employee heretofore or hereafter, directly or indirectly, on behalf from the Company and its affiliates, including, without limitation, information with respect to (i) prospective facilities, (ii) sales figures, (iii) profit or loss figures, and (iv) customers, clients, suppliers, sources of himself or any other person or entitysupply and customer lists (the "Confidential Information"), solicit or encourage any Employee and shall not disclose such Confidential Information to anyone outside of the Company and its affiliates except with the Company's express prior written consent and except for Confidential Information which (A) is at the time of receipt or any of its Affiliates to leave the employment thereafter becomes publicly known through no wrongful act of the Company Employee or any (B) is received from a third party not under an obligation to keep such information confidential and without breach of its Affiliatesthis Agreement; provided, however, Employee's obligation not to compete shall be governed solely by paragraph 5.1(a) and shall not be extended by the interpretation or hire any Employee who has left the employment enforcement of the Company or any of its Affiliates within one year of the termination of such Employee’s employment with the Company or any of its Affiliatesthis provision.
(c) During All memoranda, notes, lists, records and other documents (and all copies thereof) made or compiled by the Non-Compete Period, Employee shall not, in any Geographic Area, directly or indirectly (i) solicit made available to the Employee concerning the Business or encourage any customer or client of the Company shall be the Company's property and shall be delivered to engage the services competitive with the Company Business of Employee or at any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity, or (ii) accept orders or business that is competitive with the Company Business from, or agree to provide services competitive with the Company Business to, any customer or client of the Company, time on behalf of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacityrequest.
(d) If any provision of Sections 8 or 9 is held to be unenforceable, it is the intention of the parties that the court making such determination shall modify such provision, so that the provision shall be enforceable to the greatest extent permitted under the law, and that such provision shall then be applicable in such modified form.
(e) As used herein:
Appears in 1 contract
Covenant Against Competition. Employee By and in consideration of the Services Agreement, and in consideration of Consultant’s exposure to the proprietary information of the Company, Consultant hereby covenants and agrees that:
, during the period commencing on the date hereof and ending one year following the date of termination of the Services Agreement (a) During the Non-Compete Period (as hereinafter defined“Restricted Period”), Employee Consultant shall notnot anywhere in the world, in any Geographic Area (as hereinafter defined): directly or indirectly (i) engage in any business competitive element of the Business (defined below) or otherwise compete with the Company Business (as hereinafter defined); Company, (ii) render any services in any capacity to any person person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in any business competitive with element of the Company Business; , or (iii) acquire an interest become interested in any person such person, corporation, partnership or other entity engaged in any business competitive with (other than the Company Business or its affiliates) as a partner, shareholder, director, officer, Employee, principal, manager, member, agent, trusteeemployee, consultant or in any other relationship or capacity, ; provided, however, Employee that, notwithstanding the foregoing Consultant may own, directly or indirectly, solely as a passive investment, invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such entity which securities are traded on any national securities exchange if Employee exchange; (AB) is Consultant not a controlling person of, or a member of a group which controls, such entity, entity and (BC) Consultant does not, directly or indirectly, own 1% [*****] or more of any class of securities of such entity.
. Consultant acknowledges and agrees that the principal “Business” of the Company (bwhich expressly includes its successors and assigns) During is that of a food tech company engaged in the Nondevelopment, manufacture and sale of noodle products, and any and all other businesses that after the date hereof, and from time to time during the term of the Services Agreement, become significant with respect to the Company’s then-Compete Periodoverall business. In addition, Employee shall not, without Consultant acknowledges and agrees that (i) Consultant’s work for the prior written consent Company has given and will continue to give Consultant access to the confidential affairs and proprietary information of the Company; (ii) the value of all goodwill resulting from the operation of the Business of the Company and its subsidiaries and other affiliates should properly belong to the Company; (iii) Consultant’s covenants and agreements in this Section 2 are necessary to preserve the value of such goodwill for the benefit of the Company; (vi) the proprietary technologies, directly or indirectlymethods and information developed by the Company offer the Company a distinct competitive advantage, on behalf of himself and (v) the Company would not have entered into this Agreement, the Services Agreement or any other person or entityarrangements but for the covenants and agreements set forth in this Section 2. If any part of this Section 2 is determined by a court of competent jurisdiction to be unreasonable in duration, solicit or encourage any Employee of the Company or any of its Affiliates to leave the employment of the Company or any of its Affiliatesgeographic area, or hire any Employee who has left the employment scope, then this agreement is intended to and shall extend only for such period of the Company or any of its Affiliates within one year of the termination of such Employee’s employment with the Company or any of its Affiliates.
(c) During the Non-Compete Period, Employee shall nottime, in any Geographic Area, directly or indirectly (i) solicit or encourage any customer or client of the Company such area and with respect to engage the services competitive with the Company Business of Employee or any person or entity (other than the Company) in which Employee such activity as is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity, or (ii) accept orders or business that is competitive with the Company Business from, or agree to provide services competitive with the Company Business to, any customer or client of the Company, on behalf of Employee or any person or entity (other than the Company) in which Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity.
(d) If any provision of Sections 8 or 9 is held determined to be unenforceable, it is the intention of the parties that the court making such determination shall modify such provision, so that the provision shall be enforceable to the greatest extent permitted under the law, and that such provision shall then be applicable in such modified formreasonable.
(e) As used herein:
Appears in 1 contract