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 that: (a) Throughout the Employee's employment with the Company and for a period of two (2) 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 the United States of America, directly or indirectly: (1) engage in the Present Business or any other principal line of business developed by the Company during the Term (hereinafter collectively referred to as the "Company Business") for the Employee's own account; (2) render any services in any capacity to any person or entity (other than the Company or its subsidiaries) engaged in the Company Business; or (3) become interested in any entity engaged in the Company Business (other than the Company or its subsidiaries) as a partner, shareholder, principal, agent, trustee, consultant or in any other relationship or capacity; provided, however, the Employee may own, directly or indirectly, solely as an investment, securities of any such entity 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 and (B) does not, directly or indirectly, own ten percent (10%) or more of any class of securities of such entity. (b) During the 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, directly or indirectly, knowingly solicit or encourage to leave the employment of the Company or its subsidiaries, any employee of the Company or its subsidiaries nor shall the Employee hire any employee who has left the employment of the Company or its subsidiaries within one (1) year of the termination of such Employee's employment with the Company or its subsidiaries. (d) All memoranda, notes, lists, records and other documents (and all copies thereof) constituting Confidential Company Information made or compiled by the Employee or made available to the Employee concerning the Company Business or the Company or its subsidiaries shall be the Company's property, shall be kept confidential in accordance with the provisions of this Section and shall be delivered to the Company at any time upon request.
Appears in 3 contracts
Samples: Employment Agreement (International Plastic Technologies Inc), Employment Agreement (International Plastic Technologies Inc), Employment Agreement (International Plastic Technologies Inc)
Covenant Against Competition. The Employee acknowledges that: (i) the ---------------------------- principal business of the Company and its subsidiaries is the design, marketing human resources consulting and manufacture of injection molded plastic products and assemblies outsourcing services (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 that:
(a) Throughout the Employee's employment with the Company and for a period of two three (23) 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 three (23) years following the date that the Employee resigns from the Company (the "Restricted Period"), the Employee shall not, in the United States of America, directly or indirectly:
(1) engage in the Present Business or any other principal line of business developed by the Company during the Term (hereinafter collectively referred to as the "Company Business") for the Employee's own account; (2) render any services in any capacity to any person or entity (other than the Company or its subsidiaries) engaged in the Company Business; or (3) become interested in any entity engaged in the Company Business (other than the Company or its subsidiaries) as a partner, shareholder, principal, agent, trustee, consultant or in any other relationship or capacity; provided, however, the Employee may own, directly or indirectly, solely as an investment, securities of any such entity 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 and (B) does not, directly or indirectly, own ten percent (10%) or more of any class of securities of such entity.
(b) During the 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, directly or indirectly, knowingly solicit or encourage to leave the employment of the Company or its subsidiaries, any employee of the Company or its subsidiaries nor shall the Employee hire any employee who has left the employment of the Company or its subsidiaries within one (1) year of the termination of such Employee's employment with the Company or its subsidiaries.
(d) All memoranda, notes, lists, records and other documents (and all copies thereof) constituting Confidential Company Information made or compiled by the Employee or made available to the Employee concerning the Company Business or the Company or its subsidiaries shall be the Company's property, shall be kept confidential in accordance with the provisions of this Section and shall be delivered to the Company at any time upon request.
Appears in 3 contracts
Samples: Employment Agreement (Asi Solutions Inc), Employment Agreement (Asi Solutions Inc), Employment Agreement (Asi Solutions Inc)
Covenant Against Competition. The Employee Executive acknowledges that: that (i) the principal business of the Consolidated Company and its subsidiaries is the designmanufacture, marketing distribution and manufacture sale of injection molded plastic products iron castings and assemblies 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 "Present “Company 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; (iviii) the Employee's Executive’s work for Employer and the Consolidated Company and its subsidiaries has given and will continue to give him access to the confidential affairs and proprietary information of the Consolidated Company and (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 subsidiaries not readily available to the publiccompetitors; and (v) each of NEI and Employer would not have entered into this Agreement but for the covenants and agreements and covenants of the Employee contained set forth in this Section 6.1 are essential to the business and goodwill of the CompanyArticle IV. Accordingly, the Employee Executive covenants and agrees that:
(a) Throughout During the Employee's employment with period commencing on the Company date hereof and for a period of two (2) years ending on the first anniversary 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 Employment Period (the "“Restricted Period"”), the Employee Executive shall not, not in the United States of America, directly or indirectly:
, own, operate, manage, control, participate in, consult with, advise, or otherwise engage (1including by himself, in association with any Person, or through any Person) engage in the Present Business or any other principal line of business developed by the Company during the Term (hereinafter collectively referred to as the "Company Business"i) for the Employee's own account; (2) render any services in any capacity to any person or entity (other than the Company or its subsidiaries) engaged in the Company Business; (ii) in any business that otherwise competes with Employer or any other member of the Consolidated Company as such businesses exist or are in process on the date of the termination of the Employment Period; or (3iii) become interested in any entity engaged in the Company Business such Person (other than the Company or its subsidiariesEmployer) as a partner, shareholder, principal, agent, trustee, consultant or in any other relationship or capacity; provided, however, the Employee that Executive may own, directly or indirectly, solely as an investment, securities of any such entity which Person that are traded on any national securities exchange or NASDAQ if the Employee: Executive (A) is not a controlling person of, or a member of a group which controls that controls, such entity and Person, (B) does not, directly or indirectly, own ten five percent (105%) or more of any class of securities of such entityPerson and (C) has no active participation in the business of such Person.
(b) During 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, the 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 and its subsidiariesConsolidated Company, all confidential matters relating Confidential Company Information including, without limitation, information with respect to the Company Business (i) prospective facilities, (ii) sales figures, (iii) profit or loss figures, 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, (iv) customers, clients, suppliers, sources of supply and customer lists of the Company or its subsidiaries (the "Confidential Company Information") and shall not disclose the such Confidential Company Information to anyone outside of the Consolidated Company except with the Company's express written consent of the Board and except for Confidential Company Information which: (1) that is publicly known at the time of receipt, receipt or thereafter becomes publicly known through no wrongful act of the EmployeeExecutive. 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 (2and copies thereof) is received from a third party who is not under an obligation relating to keep such information confidential. The rights the Confidential Company Information, Work Product (as defined below) or the business of Employer or any other member of the Consolidated Company pursuant to this Section are in addition to and shall not be deemed to limit those rights and remedies available that he may then possess or have under common law for protection of the type of confidential information which constitutes "trade secrets" as defined by controlling lawhis control.
(c) The Employee During the Restricted Period, Executive shall not, without the Company's prior written consentconsent of the Board, directly or indirectly, knowingly solicit (i) induce or encourage attempt to induce any employee of Employer or any other member of the Consolidated Company to leave the employment employ of Employer or such member of the Consolidated Company, or in any way interfere with the relationship between Employer or any other member of the Consolidated Company or its subsidiaries, and any employee thereof, or (ii) 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 its subsidiaries nor shall the Employee hire any employee who has left the employment member of the Company Consolidated Company, or its subsidiaries within one (1) year in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Employer or any other member of the termination Consolidated Company (including, without limitation, making any disparaging statements or communications about Employer or any other member of such Employee's employment with the Company or its subsidiariesConsolidated Company).
(d) All memorandainventions, notesinnovations, listsimprovements, records 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 other member of the 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 Consolidated Company (collectively, “Work Product”) belong to Employer or any other member of the Consolidated Company. Executive shall promptly disclose such Work Product to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other documents (instruments) at Employer’s expense. Executive acknowledges and agrees that upon termination of the Employment Period, or at the request of the Board from time to time, Executive shall deliver all copies thereof) constituting Confidential Company Information made or compiled by the Employee or made available Work Product in his possession to the Employee concerning the Company Business or the Company or its subsidiaries shall be the Company's property, shall be kept confidential in accordance with the provisions of this Section and shall be delivered to the Company at any time upon requestEmployer.
Appears in 3 contracts
Samples: Employment Agreement (Neenah Foundry Co), Employment Agreement (Neenah Enterprises, Inc.), Employment Agreement (Neenah Foundry Co)
Covenant Against Competition. The Employee Executive acknowledges that, as of the date of execution of this Employment Agreement: (i) R&R is, directly and through its subsidiaries, engaged in the principal business investment banking businesses of the Company corporate finance and its subsidiaries is the design, marketing mergers and manufacture of injection molded plastic products and assemblies acquisitions as a broker-dealer (the "Present BusinessBUSINESS"); (ii) the Company Business is conducted currently by R&R and its subsidiaries is one of a limited number of entities within its industry which have developed throughout the present businessUnited States, and may be expanded to other locations; (iii) the Present Business is national in scope; (iv) the Employee's work for the Company his employment with Holding and its subsidiaries has R&R will have given and will continue to give him access to confidential information concerning the confidential affairs and proprietary information of the Company and its subsidiaries not readily available to the publicBusiness as so conducted; and (viv) the agreements and covenants of the Employee contained in this Section 6.1 Agreement are essential to protect the business and goodwill of the Company. Holding and R&R. Accordingly, the Employee 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 (a) Throughout each as defined below), except in the EmployeeExecutive's employment with capacity as an officer of the Company and for a period or any of two its affiliates: (2A) years following the date that the Employee is given notice of termination from the Company (engage or participate 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 the United States of America, directly or indirectly:
(1) engage in the Present Business or any other principal line of business developed by the Company during the Term (hereinafter collectively referred to as the "Company Business") for the Employee's own account; (2B) 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 (other than the Company or its subsidiaries) engaged in the Company Business; or (3C) become interested acquire an equity interest in any entity person engaged in the Company Business (other than the Company or its subsidiaries) as a partner, shareholder, principal, agent, trustee, consultant or in any other relationship or capacityBusiness; provided, howeverthat the foregoing restrictions shall not apply at any time if the Executive's employment is terminated during the Term by the Executive for Good Reason (as defined above) or by the Company other than for "Cause"; provided, further, that during the Employee Restricted Period the Executive may own, directly or indirectly, solely as an a passive investment, securities of any such entity which are company traded on any national securities exchange or NASDAQ if on the Employee: (A) is not a controlling person ofNational 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 ten percent (10%) 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 Restricted Period, the Employee shall keep secret and retain in strictest confidence, and shall not use for his benefit direct or the benefit of others, except in connection with the business and affairs indirect owners of the Company and its subsidiariesas a distribution in respect of their equity interests, all confidential matters relating to this subsection 10(a) shall not prevent the Company Business and to the Company and its subsidiaries learned Executive from being employed thereafter on a full or part-time basis by the Employee heretofore any such entity that continues such business 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 that uses such assets of the Company or in 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 lawbusiness.
(c) The Employee shall not, without the Company's prior written consent, directly or indirectly, knowingly solicit or encourage to leave the employment of the Company or its subsidiaries, any employee of the Company or its subsidiaries nor shall the Employee hire any employee who has left the employment of the Company or its subsidiaries within one (1) year of the termination of such Employee's employment with the Company or its subsidiaries.
(d) All memoranda, notes, lists, records and other documents (and all copies thereof) constituting Confidential Company Information made or compiled by the Employee or made available to the Employee concerning the Company Business or the Company or its subsidiaries shall be the Company's property, shall be kept confidential in accordance with the provisions of this Section and shall be delivered to the Company at any time upon request.
Appears in 2 contracts
Samples: Employment Agreement (Enthrust Financial Services Inc), Employment Agreement (Enthrust Financial Services Inc)
Covenant Against Competition. The Employee Executive acknowledges that: that (i) the principal business of the Company and its subsidiaries Group is the designmanufacture, marketing distribution and manufacture sale of injection molded plastic products iron castings and assemblies steel forgings for the heavy municipal market and selected segments of the industrial markets (collectively, the "Present Company 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; (iviii) the EmployeeExecutive's work for Employer and the Company and its subsidiaries Group has given and will continue to give him access to the confidential affairs and proprietary information of the Company and 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 subsidiaries not readily available to the publiccompetitors; and (v) each of ACP and Employer would not have entered into this Agreement but for the covenants and agreements and covenants of the Employee contained set forth in this Section 6.1 are essential to the business and goodwill of the CompanyArticle IV. Accordingly, the Employee Executive covenants and agrees that:
(a) Throughout During the Employee's employment with period commencing on the Company date hereof and for a period of two (2) years ending on the second anniversary 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 Employment Period (the "Restricted Period"), the Employee Executive shall not, not in the United States of America, directly or indirectly:
, own, operate, manage, control, participate in, consult with, advise, or otherwise engage (1including by himself, in association with any Person, or through any Person) engage (i) in the Present Company Business or in any business that provides any related services; (ii) in any business that otherwise competes with Employer or any other principal line member of business developed by the Company during Group as such businesses exist or are in process on the Term (hereinafter collectively referred to as date of the "Company Business") for termination of the Employee's own account; (2) render any services in any capacity to any person or entity (other than the Company or its subsidiaries) engaged in the Company BusinessEmployment Period; or (3iii) become interested in any entity engaged in the Company Business such Person (other than the Company or its subsidiariesEmployer) as a partner, shareholder, principal, agent, trustee, consultant or in any other relationship or capacity; provided, however, the Employee that Executive may own, directly or indirectly, solely as an investment, securities of any such entity which Person that are traded on any national securities exchange or NASDAQ if the Employee: Executive (A) is not a controlling person of, or a member of a group which controls that controls, such entity and Person, (B) does not, directly or indirectly, own ten five percent (105%) 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 Restricted Period, the 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 and its subsidiariesGroup, all confidential matters relating Confidential Company Information including, without limitation, information with respect to the Company Business (i) prospective facilities, (ii) sales figures, (iii) profit or loss figures, 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, (iv) customers, clients, suppliers, sources of supply and customer lists of the Company or its subsidiaries (the "Confidential Company Information") and shall not disclose the such Confidential Company Information to anyone outside of the Company Group except with the Company's express written consent of the Board and except for Confidential Company Information which: (1) that is publicly known at the time of receipt, receipt or thereafter becomes publicly known through no wrongful act of the EmployeeExecutive. 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 (2and copies thereof) is received from a third party who is not under an obligation relating to keep such information confidential. The rights the Confidential Company Information, Work Product (as defined below) or the business of Employer or any other member of the Company pursuant to this Section are in addition to and shall not be deemed to limit those rights and remedies available Group that he may then possess or have under common law for protection of the type of confidential information which constitutes "trade secrets" as defined by controlling lawhis control.
(c) The Employee During the Restricted Period, Executive shall not, without the Company's prior written consentconsent of the Board, directly or indirectly, knowingly solicit (i) induce or encourage attempt to induce any employee of Employer or any other member of the Company Group to leave the employment employ of Employer or such member of the Company Group, or its subsidiaries, in any employee way interfere with the relationship between Employer or any other member of the Company or its subsidiaries nor shall the Employee hire Group and any employee who has left the employment thereof, or (ii) 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 its subsidiaries within one (1) year any member of the termination of such Employee's employment Company Group, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Employer or any other member of the Company Group (including, without limitation, making any disparaging statements or its subsidiariescommunications about Employer or any other member of the Company Group).
(d) All memorandainventions, notesinnovations, listsimprovements, records 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 other member of the 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 Company Group (collectively, "Work Product") belong to Employer or any other member of the Company Group. Executive shall promptly disclose such Work Product to the Board and perform all actions requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other documents (instruments). Executive acknowledges and agrees that upon termination of the Employment Period, or at the request of the Board from time to time, Executive shall deliver all copies thereof) constituting Confidential Company Information made or compiled by the Employee or made available Work Product in his possession to the Employee concerning the Company Business or the Company or its subsidiaries shall be the Company's property, shall be kept confidential in accordance with the provisions of this Section and shall be delivered to the Company at any time upon requestEmployer.
Appears in 2 contracts
Samples: Employment Agreement (Deeter Foundry Inc), Employment Agreement (Deeter Foundry Inc)
Covenant Against Competition. The Employee Covered Person acknowledges that: that (i1) the principal business of Buyer and the Company and its subsidiaries (as successor in interest to the Stock the Company) is the designmanufacture and sale of investment-cast products, marketing and manufacture of injection molded plastic products and assemblies including golf club heads, (collectively, the "Present Company Business"); (ii2) the Company and its subsidiaries Covered Person is one of a limited number of entities within its industry which Persons who have developed the present businessCompany Business; (iii3) the Present Company Business is is, in part, national and international in scope; (iv) the EmployeeCovered Person'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 Buyer and 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 "Consolidated Company") concerning the business or affairs of any member of the Consolidated Company (including, without limitation, the Company's technology, methods of doing business and supplier and customer information, but excluding any personal biographical information or personal diaries, payroll records, appointment books or calendars, except to the extent any Confidential Information regarding the Company is contained therein) (collectively, "Confidential Company Information") are the property of Buyer and the Company or such other member of the Consolidated Company and that the continued success of the Company Group depends in large part on keeping this information from becoming known to its subsidiaries not readily available to the publiccompetitors; and (v) the agreements and covenants of the Employee Covered Person contained in this Section 6.1 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 Employee Covered Person covenants and agrees that:
(ai) Throughout During the Employee's employment with period commencing on the Company and for a period of two date hereof ending three (23) 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 Closing Date (the "Restricted Period"), the Employee Covered Person shall not, not in the United States of America, directly or indirectly:
(1) engage in the Present Business , own, operate, manage, control, participate in, consult with, advise, permit his name to be used by, provide services for, lease, or any other principal line of business developed by the Company during the Term (hereinafter collectively referred to as the "Company Business") for the Employee's own account; (2) render any services in any capacity to manner engage (including by himself, in association with any person Person, or entity through any Person) in (other than the Company or its subsidiariesA) engaged in the Company Business; or (3B) in any business which 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 the Consolidated Company as such businesses exist or are proposed as part of the Company's plans as of the Closing Date or the date of this Agreement, or logical extensions thereof in the area of golf club manufacture, assembly or distribution (collectively, "Covered Activities"); or (C) become interested in any entity engaged such Person which engages in the Company Business any Covered Activities (other than the Company or its subsidiariesBuyer) as a partner, shareholder, principal, agent, trustee, consultant or in any other relationship or capacity; provided, however, that notwithstanding the Employee above, the Covered Person may own, directly or indirectly, solely as an investment, securities of any such entity Person which are traded on any national securities exchange or NASDAQ if the Employee: (A) Covered Person is not a controlling person of, or a member of a group which controls controls, such entity and (B) Person, does not, directly or indirectly, own ten three percent (103%) or more of any class of securities of such entityPerson and has no active participation in the business of such Person.
(bii) During At all times after the Restricted Perioddate hereof, the Employee 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 its subsidiariestheir affiliates, all confidential matters relating Confidential Company Information including, without limitation, information with respect to the Company Business (A) prospective facilities, (B) sales figures, (C) profit or loss figures, 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, (D) customers, clients, suppliers, sources of supply and customer lists of the Company or its subsidiaries (the "Confidential Company Information") and shall not disclose the such Confidential Company Information to anyone outside of Buyer, the Company and their Affiliates, advisors, financiers and others having a similar confidential relationship to the Company, except with the Company's express written consent of the Buyer and except for Confidential Company Information which: (1) which is publicly known at the time of receipt, receipt or thereafter becomes publicly known through no wrongful act of the EmployeeCovered 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 (2and copies thereof) is received from a third party who is not under an obligation relating to keep such information confidential. The rights the Confidential Company Information, Work Product (as defined below) or the business of the Company pursuant to this Section are in addition to and shall not be deemed to limit those rights and remedies available or any Subsidiary which he may then possess or have under common law for protection of the type of confidential information which constitutes "trade secrets" as defined by controlling lawhis control.
(ciii) The Employee During the two-year period following the Closing Date the Covered Person shall not, without the Company's prior written consentconsent of the Buyer, directly or indirectly, knowingly solicit (A) induce or encourage attempt to induce any employee of Buyer, the Company or any Subsidiary to leave the employment 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, (B) hire any person within two years of the last day such person was an employee of Buyer, the Company or any Subsidiary other than any such person terminated by the Company or the Subsidiary, other than for cause or (C) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of Buyer, the Company or any Subsidiary to cease doing business with or otherwise materially alter its relationship with Buyer, the Company or such Subsidiary, or make any disparaging statements or communications about Buyer or its Subsidiaries.
(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 Company's or any of its Subsidiaries' 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 a consultant to, the Company or its subsidiariesSubsidiaries (collectively, any employee of "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 its subsidiaries nor shall after the Employee hire any employee who has left the employment Closing Date) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of the Company or its subsidiaries within one (1) year of the termination of such Employee's employment with the Company or its subsidiariesattorney and other instruments).
(dv) All memorandaThat (A) the covenants set forth in Section 5.6(a) are reasonable in geographical and temporal scope and in all other respects, notes(B) Buyer would not have entered into this Agreement but for the covenants of the Covered Person contained herein, listsand (C) the covenants contained herein have been made in order to induce Buyer to enter into this Agreement and purchase the Stock from which Covered Person will receive substantial benefit; and
(vi) That if, records and other documents at the time of enforcement of the covenants contained in Section 5.6 (and all copies thereof) constituting Confidential Company Information made a)(i), a court shall hold that the duration, scope or compiled by area restrictions stated therein are unreasonable under circumstances then existing, the Employee parties agree that the maximum duration, scope, or made available to the Employee concerning the Company Business or the Company or its subsidiaries area reasonable under such circumstances shall be substituted for the Company's propertystated duration, shall be kept confidential in accordance with the provisions of this Section and shall be delivered to the Company at any time upon requestscope or area.
Appears in 1 contract
Samples: Stock Purchase Agreement (Stryker Machining Facility Co)
Covenant Against Competition. The Employee acknowledges that: 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 persons who have developed the present businessBusiness; (iiiii) the Present Business is national and international in scope; (iviii) 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 publicCompany; and (viv) the agreements and covenants of the Employee contained in this Section 6.1 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) Throughout During the Employee's employment with the Company and for a period of two (2) 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")Term, the Employee shall not, in the United States of Americaor Asia, directly or indirectly:
, (1) engage in any business that competes with the Present Business (or any other principal line of business developed by the Company during the Term (hereinafter collectively referred to as the "Company Business"part thereof) for the Employee's own account; (2) render any services in any capacity to any person or entity (other than the Company or its subsidiariesCompany) engaged in the Company Businesssuch activities; or (3) become interested in any entity engaged in the Company Business such person (other than the Company or its subsidiariesCompany) as a partner, shareholder, principal, 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 an investment, securities of any such entity person which are traded on any national securities exchange or NASDAQ if the Employee: Employee (A) is not a controlling person of, or a member of a group which controls controls, such entity person and (B) does not, directly or indirectly, own ten percent (10%) 2% or more of any class of securities of such entityperson.
(b) During the 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 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 subsidiariesaffiliates, all confidential matters relating to the Company Business and or to the Company and its subsidiaries affiliates learned by the Employee heretofore or hereafter, directly or indirectly, from the Company and its subsidiariesaffiliates, including any including, without limitation, information concerning the businesswith respect to (i) prospective facilities, affairs(ii) sales figures, (iii) profit or loss figures, and (iv) customers, clients, suppliers, sources of supply and customer lists of the Company or its subsidiaries (the "Confidential Company Information") ), and shall not disclose the such Confidential Company Information to anyone outside of the Company and its affiliates except with the Company's express prior written consent and except for Confidential Company Information which: which (1A) is publicly known at the time of receipt, receipt or thereafter becomes publicly known through no wrongful act of the Employee, Employee or (2B) is received from a third party who is not under an obligation to keep such information confidential. The rights confidential and without breach 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 lawAgreement.
(c) The Employee shall not, without the Company's prior written consent, directly or indirectly, knowingly solicit or encourage to leave the employment of the Company or its subsidiaries, any employee of the Company or its subsidiaries nor shall the Employee hire any employee who has left the employment of the Company or its subsidiaries within one (1) year of the termination of such Employee's employment with the Company or its subsidiaries.
(d) All memoranda, notes, lists, records and other documents (and all copies thereof) constituting Confidential Company Information made or compiled by the Employee or made available to the Employee concerning the Company Business or the Company or its subsidiaries shall be the Company's property, shall be kept confidential in accordance with the provisions of this Section property and shall be delivered to the Company at any time upon on request.
Appears in 1 contract
Covenant Against Competition. The Employee Executive acknowledges that: that (i) the principal business of the Company and its subsidiaries Group is the designmanufacture, marketing distribution and manufacture sale of injection molded plastic products iron castings and assemblies 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 "Present “Company 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; (iviii) the Employee's Executive’s work for Employer and the Company and its subsidiaries Group has given and will continue to give him access to the confidential affairs and proprietary information of the Company and 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 subsidiaries not readily available to the publiccompetitors; and (v) each of ACP and Employer would not have entered into this Agreement but for the covenants and agreements and covenants of the Employee contained set forth in this Section 6.1 are essential to the business and goodwill of the CompanyArticle III. Accordingly, the Employee Executive covenants and agrees that:
(a) Throughout During the Employee's employment with period commencing on the Company date hereof and for a period of two (2) years ending on the second anniversary 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 Employment Period (the "“Restricted Period"”), the Employee Executive shall not, not in the United States of America, directly or indirectly:
, own, operate, manage, control, participate in, consult with, advise, or otherwise engage (1including by himself, in association with any Person, or through any Person) engage in the Present Business or any other principal line of business developed by the Company during the Term (hereinafter collectively referred to as the "Company Business"i) for the Employee's own account; (2) render any services in any capacity to any person or entity (other than the Company or its subsidiaries) engaged in the Company Business; (ii) in any business that otherwise competes with Employer or any other member of the Company Group as such businesses exist or are in process on the date of the termination of the Employment Period; or (3iii) become interested in any entity engaged in the Company Business such Person (other than the Company or its subsidiariesEmployer) as a partner, shareholder, principal, agent, trustee, consultant or in any other relationship or capacity; provided, however, the Employee that Executive may own, directly or indirectly, solely as an investment, securities of any such entity which Person that are traded on any national securities exchange or NASDAQ if the Employee: Executive (A) is not a controlling person of, or a member of a group which controls that controls, such entity and Person, (B) does not, directly or indirectly, own ten five percent (105%) 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 Restricted Period, the 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 and its subsidiariesGroup, all confidential matters relating Confidential Company Information including, without limitation, information with respect to the Company Business (i) prospective facilities, (ii) sales figures, (iii) profit or loss figures, 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, (iv) customers, clients, suppliers, sources of supply and customer lists of the Company or its subsidiaries (the "Confidential Company Information") and shall not disclose the such Confidential Company Information to anyone outside of the Company Group except with the Company's express written consent of the Board and except for Confidential Company Information which: (1) that is publicly known at the time of receipt, receipt or thereafter becomes publicly known through no wrongful act of the EmployeeExecutive. 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 (2and copies thereof) is received from a third party who is not under an obligation relating to keep such information confidential. The rights the Confidential Company Information, Work Product (as defined below) or the business of Employer or any other member of the Company pursuant to this Section are in addition to and shall not be deemed to limit those rights and remedies available Group that he may then possess or have under common law for protection of the type of confidential information which constitutes "trade secrets" as defined by controlling lawhis control.
(c) The Employee During the Restricted Period, Executive shall not, without the Company's prior written consentconsent of the Board, directly or indirectly, knowingly solicit (i) induce or encourage attempt to induce any employee of Employer or any other member of the Company Group to leave the employment employ of Employer or such member of the Company Group, or its subsidiaries, in any employee way interfere with the relationship between Employer or any other member of the Company or its subsidiaries nor shall the Employee hire Group and any employee who has left the employment thereof, or (ii) 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 its subsidiaries within one (1) year any member of the termination of such Employee's employment Company Group, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Employer or any other member of the Company Group (including, without limitation, making any disparaging statements or its subsidiariescommunications about Employer or any other member of the Company Group).
(d) All memorandainventions, notesinnovations, listsimprovements, records 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 other member of the 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 Company Group (collectively, “Work Product”) belong to Employer or any other member of the Company Group. Executive shall promptly disclose such Work Product to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other documents (instruments) at Employer’s expense. Executive acknowledges and agrees that upon termination of the Employment Period, or at the request of the Board from time to time, Executive shall deliver all copies thereof) constituting Confidential Company Information made or compiled by the Employee or made available Work Product in his possession to the Employee concerning the Company Business or the Company or its subsidiaries shall be the Company's property, shall be kept confidential in accordance with the provisions of this Section and shall be delivered to the Company at any time upon requestEmployer.
Appears in 1 contract
Covenant Against Competition. The Employee Executive acknowledges that: that (i) the principal business of the Company and its subsidiaries Group is the designmanufacture, marketing distribution and manufacture sale of injection molded plastic products iron castings and assemblies steel forgings for the heavy municipal market and selected segments of the industrial markets (collectively, the "Present Company 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; (iviii) the EmployeeExecutive's work for Employer and the Company and its subsidiaries Group has given and will continue to give him access to the confidential affairs and proprietary information of the Company and 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 subsidiaries not readily available to the publiccompetitors; and (v) each of ACP and Employer would not have entered into this Agreement but for the covenants and agreements and covenants of the Employee contained set forth in this Section 6.1 are essential to the business and goodwill of the CompanyArticle IV. Accordingly, the Employee Executive covenants and agrees that:
(a) Throughout During the Employee's employment with period commencing on the Company date hereof and for a period of two (2) years ending on the third-year anniversary 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 Employment Period (the "Restricted Period"), the Employee Executive shall not, not in the United States of America, directly or indirectly:
, own, operate, manage, control, participate in, consult with, advise, or otherwise engage (1including by himself, in association with any Person, or through any Person) engage (i) in the Present Company Business or in any business that provides any related services; (ii) in any business that otherwise competes with Employer or any other principal line member of business developed by the Company during Group as such businesses exist or are in process on the Term (hereinafter collectively referred to as date of the "Company Business") for termination of the Employee's own account; (2) render any services in any capacity to any person or entity (other than the Company or its subsidiaries) engaged in the Company BusinessEmployment Period; or (3iii) become interested in any entity engaged in the Company Business such Person (other than the Company or its subsidiariesEmployer) as a partner, shareholder, principal, agent, trustee, consultant or in any other relationship or capacity; provided, however, the Employee that Executive may own, directly or indirectly, solely as an investment, securities of any such entity which Person that are traded on any national securities exchange or NASDAQ if the Employee: Executive (A) is not a controlling person of, or a member of a group which controls that controls, such entity and Person, (B) does not, directly or indirectly, own ten five percent (105%) 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 Restricted Period, the 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 and its subsidiariesGroup, all confidential matters relating Confidential Company Information including, without limitation, information with respect to the Company Business (i) prospective facilities, (ii) sales figures, (iii) profit or loss figures, 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, (iv) customers, clients, suppliers, sources of supply and customer lists of the Company or its subsidiaries (the "Confidential Company Information") and shall not disclose the such Confidential Company Information to anyone outside of the Company Group except with the Company's express written consent of the Board and except for Confidential Company Information which: (1) that is publicly known at the time of receipt, receipt or thereafter becomes publicly known through no wrongful act of the EmployeeExecutive. 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 (2and copies thereof) is received from a third party who is not under an obligation relating to keep such information confidential. The rights the Confidential Company Information, Work Product (as defined below) or the business of Employer or any other member of the Company pursuant to this Section are in addition to and shall not be deemed to limit those rights and remedies available Group that he may then possess or have under common law for protection of the type of confidential information which constitutes "trade secrets" as defined by controlling lawhis control.
(c) The Employee During the Restricted Period, Executive shall not, without the Company's prior written consentconsent of the Board, directly or indirectly, knowingly solicit (i) induce or encourage attempt to induce any employee of Employer or any other member of the Company Group to leave the employment employ of Employer or such member of the Company Group, or its subsidiaries, in any employee way interfere with the relationship between Employer or any other member of the Company or its subsidiaries nor shall the Employee hire Group and any employee who has left the employment thereof, or (ii) 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 its subsidiaries within one (1) year any member of the termination of such Employee's employment Company Group, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Employer or any other member of the Company Group (including, without limitation, making any disparaging statements or its subsidiariescommunications about Employer or any other member of the Company Group).
(d) All memorandainventions, notesinnovations, listsimprovements, records 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 other member of the 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 Company Group (collectively, "Work Product") belong to Employer or any other member of the Company Group. Executive shall promptly disclose such Work Product to the Board and perform all actions requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other documents (instruments). Executive acknowledges and agrees that upon termination of the Employment Period, or at the request of the Board from time to time, Executive shall deliver all copies thereof) constituting Confidential Company Information made or compiled by the Employee or made available Work Product in his possession to the Employee concerning the Company Business or the Company or its subsidiaries shall be the Company's property, shall be kept confidential in accordance with the provisions of this Section and shall be delivered to the Company at any time upon requestEmployer.
Appears in 1 contract
Covenant Against Competition. The Employee Executive acknowledges that: that (i) the principal business of the Consolidated Company and its subsidiaries is the designmanufacture, marketing distribution and manufacture sale of injection molded plastic products iron castings and assemblies 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 "Present “Company 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; (iviii) the Employee's Executive’s work for Employer and the Consolidated Company and its subsidiaries has given and will continue to give him access to the confidential affairs and proprietary information of the Consolidated Company and (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 subsidiaries not readily available to the publiccompetitors; and (v) each of NEI and Employer would not have entered into this Agreement but for the covenants and agreements and covenants of the Employee contained set forth in this Section 6.1 are essential to the business and goodwill of the CompanyArticle IV. Accordingly, the Employee Executive covenants and agrees that:
(a) Throughout During the Employee's employment with period commencing on the Company date hereof and for a period of two (2) years ending on the second anniversary 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 Employment Period (the "“Restricted Period"”), the Employee Executive shall not, not in the United States of America, directly or indirectly:
, own, operate, manage, control, participate in, consult with, advise, or otherwise engage (1including by himself, in association with any Person, or through any Person) engage in the Present Business or any other principal line of business developed by the Company during the Term (hereinafter collectively referred to as the "Company Business"i) for the Employee's own account; (2) render any services in any capacity to any person or entity (other than the Company or its subsidiaries) engaged in the Company Business; (ii) in any business that otherwise competes with Employer or any other member of the Consolidated Company as such businesses exist or are in process on the date of the termination of the Employment Period; or (3iii) become interested in any entity engaged in the Company Business such Person (other than the Company or its subsidiariesEmployer) as a partner, shareholder, principal, agent, trustee, consultant or in any other relationship or capacity; provided, however, the Employee that Executive may own, directly or indirectly, solely as an investment, securities of any such entity which Person that are traded on any national securities exchange or NASDAQ if the Employee: Executive (A) is not a controlling person of, or a member of a group which controls that controls, such entity and Person, (B) does not, directly or indirectly, own ten five percent (105%) or more of any class of securities of such entityPerson and (C) has no active participation in the business of such Person.
(b) During 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, the 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 and its subsidiariesConsolidated Company, all confidential matters relating Confidential Company Information including, without limitation, information with respect to the Company Business (i) prospective facilities, (ii) sales figures, (iii) profit or loss figures, 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, (iv) customers, clients, suppliers, sources of supply and customer lists of the Company or its subsidiaries (the "Confidential Company Information") and shall not disclose the such Confidential Company Information to anyone outside of the Consolidated Company except with the Company's express written consent of the Board and except for Confidential Company Information which: (1) that is publicly known at the time of receipt, receipt or thereafter becomes publicly known through no wrongful act of the EmployeeExecutive. 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 (2and copies thereof) is received from a third party who is not under an obligation relating to keep such information confidential. The rights the Confidential Company Information, Work Product (as defined below) or the business of Employer or any other member of the Consolidated Company pursuant to this Section are in addition to and shall not be deemed to limit those rights and remedies available that he may then possess or have under common law for protection of the type of confidential information which constitutes "trade secrets" as defined by controlling lawhis control.
(c) The Employee During the Restricted Period, Executive shall not, without the Company's prior written consentconsent of the Board, directly or indirectly, knowingly solicit (i) induce or encourage attempt to induce any employee of Employer or any other member of the Consolidated Company to leave the employment employ of Employer or such member of the Consolidated Company, or in any way interfere with the relationship between Employer or any other member of the Consolidated Company or its subsidiaries, and any employee thereof, or (ii) 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 its subsidiaries nor shall the Employee hire any employee who has left the employment member of the Company Consolidated Company, or its subsidiaries within one (1) year in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Employer or any other member of the termination Consolidated Company (including, without limitation, making any disparaging statements or communications about Employer or any other member of such Employee's employment with the Company or its subsidiariesConsolidated Company).
(d) All memorandainventions, notesinnovations, listsimprovements, records 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 other member of the 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 Consolidated Company (collectively, “Work Product”) belong to Employer or any other member of the Consolidated Company. Executive shall promptly disclose such Work Product to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other documents (instruments) at Employer’s expense. Executive acknowledges and agrees that upon termination of the Employment Period, or at the request of the Board from time to time, Executive shall deliver all copies thereof) constituting Confidential Company Information made or compiled by the Employee or made available Work Product in his possession to the Employee concerning the Company Business or the Company or its subsidiaries shall be the Company's property, shall be kept confidential in accordance with the provisions of this Section and shall be delivered to the Company at any time upon requestEmployer.
Appears in 1 contract
Covenant Against Competition. The Employee acknowledges that: that (ia) the principal business of the Company and its subsidiaries Bank is the design, marketing operation of banking and manufacture of injection molded plastic products financial services businesses and assemblies any business related thereto or incidental thereto as Bank may from time to time adopt (the "Present “Company Business"”); (iib) 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 is, in part, regional in scope; (ivc) the Employee's ’s work for the Company and its subsidiaries has given and Bank will continue to give him access to the confidential affairs and proprietary information of the Company and its subsidiaries not readily available to the publicBank; and (vd) the agreements and covenants of the Employee contained in this Section 6.1 14 are essential to the business and goodwill of the CompanyBank. Accordingly, the Employee covenants and agrees that:
(ai) Throughout During the term of Employee's ’s employment with the Company Bank and for a period of two (2) years (the “Restricted Period”) following the date termination of such employment by Bank for “cause” (as such term is defined herein), Employee shall not in any county where Bank’s offices are located throughout the United States of America or in any contiguous county (provided, however, that the Employee is given notice this restriction shall not apply to greater metropolitan areas of termination from Cleveland and Columbus, Ohio): (a) engage in the Company Business for Employee’s own account (other than pursuant to this Agreement); (b) render any services to any person engaged in such activities (other than Bank, Wesbanco or any affiliate thereof); (c) engage in any Competitive Activity1; or (d) communicate with any of the case employees of Bank, Wesbanco or any affiliate thereof regarding termination for disabilityof the employment of the their existing employer or to become an employee of any other person.
(ii) In the event that Employee terminates his employment with Bank, termination without cause or termination with cause) or the Restricted Period, and all restrictive covenants described in this Section 14, shall apply and be in force 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 the United States of America, directly or indirectly:
one (1) engage in year from the Present Business or any other principal line date of business developed by the Company during the Term (hereinafter collectively referred to as the "Company Business") for the Employee's own account; (2) render any services in any capacity to any person or entity (other than the Company or its subsidiaries) engaged in the Company Business; or (3) become interested in any entity engaged in the Company Business (other than the Company or its subsidiaries) as a partner, shareholder, principal, agent, trustee, consultant or in any other relationship or capacity; provided, however, the Employee may own, directly or indirectly, solely as an investment, securities of any such entity 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 and (B) does not, directly or indirectly, own ten percent (10%) or more of any class of securities of such entitytermination.
(biii) During the 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 them to anyone except with the Company's Bank’s express written consent and except for Confidential Company Information which: (1) information which is publicly known at the time of receipt, receipt or thereafter becomes publicly known through no wrongful act of the Employeedisclosure by Bank, 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, directly or indirectly, knowingly solicit or encourage to leave the employment of the Company or its subsidiaries, any employee of the Company or its subsidiaries nor shall the Employee hire any employee who has left the employment of the Company or its subsidiaries within one (1) year of the termination of such Employee's employment with the Company or its subsidiaries.
(d) All memoranda, notes, lists, records and other documents (and all copies thereof) constituting Confidential Company Information made or compiled by the Employee or made available to the Employee concerning the Company Business or the Company or its subsidiaries shall be the Company's property, shall be kept confidential in accordance with the provisions of this Section and shall be delivered to the Company at any time upon request.third
Appears in 1 contract
Samples: Employment Agreement (Wesbanco Inc)
Covenant Against Competition. The Employee acknowledges that: 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 persons who have developed the present businessBusiness; (iiiii) the Present Business is national and international in scope; : (iviii) 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 publicCompany; and (viv) the agreements and covenants of the Employee contained in this Section 6.1 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) Throughout During the period Employee receives compensation as an Employee's employment with , and during the Company and for a period of two (2) 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")receives any severance, the Employee shall not, in the United States of AmericaStates, directly or indirectly:
, (1) engage in any business that competes with the Present Business (or any other principal line of business developed by the Company during the Term (hereinafter collectively referred to as the "Company Business"part thereof) for the Employee's own account; (2) render any services in any capacity to any person or entity (other than the Company or its subsidiariesCompany) engaged in the Company Businesssuch activities; or (3) become interested in any entity engaged in the Company Business such person (other than the Company or its subsidiariesCompany) as a partner, shareholder, principal, 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 an investment, securities of any such entity person which are traded on any national securities exchange or NASDAQ if the Employee: Employee (A) is not a controlling person of, or a member of a group which controls controls, such entity person and (B) does not, directly or indirectly, own ten percent (10%) 2% or more of any class of securities of such entityperson.
(b) During the 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 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 subsidiariesaffiliates, all confidential matters relating to the Company Business and or to the Company and its subsidiaries affiliates learned by the Employee heretofore or hereafter, directly or indirectly, from the Company and its subsidiariesaffiliates, including any including, without limitation, information concerning the businesswith respect to (i) prospective facilities, affairs(ii) sales figures, (iii) profit or loss figures, and (iv) customers, clients, suppliers, sources of supply and customer lists of the Company or its subsidiaries (the "Confidential Company Information") ), and shall not disclose the such Confidential Company Information to anyone outside of the Company and its affiliates except with the Company's express prior written consent and except for Confidential Company Information which: which (1A) is publicly known at the time of receipt, receipt or thereafter becomes publicly known through no wrongful act of the Employee, Employee or (2B) is received from a third party who is not under an obligation to keep such information confidential. The rights confidential and without breach of the Company pursuant this Agreement; provided, however, Employee's obligation not to this Section are in addition to compete shall be governed solely by paragraph 5.1(a) and shall not be deemed to limit those rights and remedies available under common law for protection extended by the interpretation or enforcement of the type of confidential information which constitutes "trade secrets" as defined by controlling lawthis provision.
(c) The Employee shall not, without the Company's prior written consent, directly or indirectly, knowingly solicit or encourage to leave the employment of the Company or its subsidiaries, any employee of the Company or its subsidiaries nor shall the Employee hire any employee who has left the employment of the Company or its subsidiaries within one (1) year of the termination of such Employee's employment with the Company or its subsidiaries.
(d) All memoranda, notes, lists, records and other documents (and all copies thereof) constituting Confidential Company Information made or compiled by the Employee or made available to the Employee concerning the Company Business or the Company or its subsidiaries shall be the Company's property, shall be kept confidential in accordance with the provisions of this Section property and shall be delivered to the Company at any time upon on request.
Appears in 1 contract
Covenant Against Competition. The Employee Executive acknowledges that: that (i) the principal business of the Consolidated Company and its subsidiaries is the designmanufacture, marketing distribution and manufacture sale of injection molded plastic products iron castings and assemblies 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 "Present “Company 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; (iviii) the Employee's Executive’s work for Employer and the Consolidated Company and its subsidiaries has given and will continue to give him access to the confidential affairs and proprietary information of the Consolidated Company and (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 subsidiaries not readily available to the publiccompetitors; and (v) each of ACP and Employer would not have entered into this Agreement but for the covenants and agreements and covenants of the Employee contained set forth in this Section 6.1 are essential to the business and goodwill of the CompanyArticle IV. Accordingly, the Employee Executive covenants and agrees that:
(a) Throughout During the Employee's employment with period commencing on the Company date hereof and for a period of two (2) years ending on the second anniversary 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 Employment Period (the "“Restricted Period"”), the Employee Executive shall not, not in the United States of America, directly or indirectly:
, own, operate, manage, control, participate in, consult with, advise, or otherwise engage (1including by himself, in association with any Person, or through any Person) engage in the Present Business or any other principal line of business developed by the Company during the Term (hereinafter collectively referred to as the "Company Business"i) for the Employee's own account; (2) render any services in any capacity to any person or entity (other than the Company or its subsidiaries) engaged in the Company Business; (ii) in any business that otherwise competes with Employer or any other member of the Consolidated Company as such businesses exist or are in process on the date of the termination of the Employment Period; or (3iii) become interested in any entity engaged in the Company Business such Person (other than the Company or its subsidiariesEmployer) as a partner, shareholder, principal, agent, trustee, consultant or in any other relationship or capacity; provided, however, the Employee that Executive may own, directly or indirectly, solely as an investment, securities of any such entity which Person that are traded on any national securities exchange or NASDAQ if the Employee: Executive (A) is not a controlling person of, or a member of a group which controls that controls, such entity and Person, (B) does not, directly or indirectly, own ten five percent (105%) 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 Restricted Period, the 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 and its subsidiariesConsolidated Company, all confidential matters relating Confidential Company Information including, without limitation, information with respect to the Company Business (i) prospective facilities, (ii) sales figures, (iii) profit or loss figures, 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, (iv) customers, clients, suppliers, sources of supply and customer lists of the Company or its subsidiaries (the "Confidential Company Information") and shall not disclose the such Confidential Company Information to anyone outside of the Consolidated Company except with the Company's express written consent of the Board and except for Confidential Company Information which: (1) that is publicly known at the time of receipt, receipt or thereafter becomes publicly known through no wrongful act of the EmployeeExecutive. 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 (2and copies thereof) is received from a third party who is not under an obligation relating to keep such information confidential. The rights the Confidential Company Information, Work Product (as defined below) or the business of Employer or any other member of the Consolidated Company pursuant to this Section are in addition to and shall not be deemed to limit those rights and remedies available that he may then possess or have under common law for protection of the type of confidential information which constitutes "trade secrets" as defined by controlling lawhis control.
(c) The Employee During the Restricted Period, Executive shall not, without the Company's prior written consentconsent of the Board, directly or indirectly, knowingly solicit (i) induce or encourage attempt to induce any employee of Employer or any other member of the Consolidated Company to leave the employment employ of Employer or such member of the Consolidated Company, or in any way interfere with the relationship between Employer or any other member of the Consolidated Company or its subsidiaries, and any employee thereof, or (ii) 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 its subsidiaries nor shall the Employee hire any employee who has left the employment member of the Company Consolidated Company, or its subsidiaries within one (1) year in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Employer or any other member of the termination Consolidated Company (including, without limitation, making any disparaging statements or communications about Employer or any other member of such Employee's employment with the Company or its subsidiariesConsolidated Company).
(d) All memorandainventions, notesinnovations, listsimprovements, records 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 other member of the 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 Consolidated Company (collectively, “Work Product”) belong to Employer or any other member of the Consolidated Company. Executive shall promptly disclose such Work Product to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other documents (instruments) at Employer’s expense. Executive acknowledges and agrees that upon termination of the Employment Period, or at the request of the Board from time to time, Executive shall deliver all copies thereof) constituting Confidential Company Information made or compiled by the Employee or made available Work Product in his possession to the Employee concerning the Company Business or the Company or its subsidiaries shall be the Company's property, shall be kept confidential in accordance with the provisions of this Section and shall be delivered to the Company at any time upon requestEmployer.
Appears in 1 contract
Covenant Against Competition. The Employee acknowledges that: Each of Parent and Seller acknowledge that (i) the principal business of the Company and its subsidiaries Seller is the design, marketing and manufacture of injection molded plastic products and assemblies (the "Present Business"); (ii) the Company and its subsidiaries Seller is one of a limited number of entities within its industry which Persons who have developed the present businessBusiness; (iii) the Present Business is is, in part, national and international in scope; (iv) the EmployeeParent's work for the Company and its subsidiaries ownership of Seller has given and will continue to give him Parent access to the confidential and business affairs and proprietary information of the Company and its subsidiaries Seller not readily available to the publicpublic (including Seller's technology, methods of doing business and supplier and customer information) (collectively, "Confidential Seller Information"); and (v) such information is the property of Seller and that the continued success of Seller depends in large part on keeping this information from becoming known to its competitors; (vi) the agreements and covenants of the Employee each of Parent and Seller contained in this Section 6.1 9.4 are essential to the business and goodwill of Buyer and Seller; and Buyer would not have entered into this Agreement and purchased the CompanyAssets but for the covenants and agreements set forth in this Section 9.4. Accordingly, the Employee each of Parent and Seller covenants and agrees that:
(ai) Throughout During the Employee's employment with period commencing on the Company Closing Date and for a period of two (2) ending 5 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 Closing Date (the "Restricted Period"), neither Parent, Seller or any of their Subsidiaries or Affiliates (but excluding any individual who is not employed by any of the Employee foregoing) (each, a "Restricted Person") shall not(A) directly or indirectly, own, operate, manage, control, participate in, consult with, advise, permit its or his name to be used by, provide services for, lease, or in any manner engage in (including by its or himself, in association with any Person, or through any Person) any business 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 or the business of Buyer anywhere in the United States of America, directly or indirectly:
(1) engage in the Present Business or any other principal line place where Buyer, Seller, or their respective Subsidiaries conduct business, as such businesses exist or are proposed as of business developed by the Company during the Term Closing Date or logical extensions thereof (hereinafter collectively referred to as the collectively, "Company BusinessCovered Activities") for the Employee's own account; (2) render any services in any capacity to any person or entity (other than the Company or its subsidiaries) engaged in the Company Business); or (3B) become interested in any entity engaged such Person which engages in the Company Business (other than the Company or its subsidiaries) any Covered Activities as a partner, shareholder, principal, agent, trustee, consultant or in any other relationship or capacity; provided, however, that notwithstanding the Employee above, a Restricted Person may own, directly or indirectly, solely as an investment, securities of any such entity Person which are traded on any national securities exchange or NASDAQ if the Employee: (A) Covered Person is not a controlling person of, or a member of a group which controls controls, such entity and (B) Person, does not, directly or indirectly, own ten five percent (105%) or more of any class of securities of such entityPerson and has no active participation in the business of such Person.
(bii) During At all times after the date hereof, each Restricted Period, the Employee Person shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection all Confidential Seller Information including information with the business respect to (i) prospective facilities, (ii) sales figures, (iii) profit or loss figures, 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, (iv) customers, clients, suppliers, sources of supply and customer lists of the Company or its subsidiaries (the "Confidential Company Information") and shall not disclose the such Confidential Company Seller Information to anyone outside of Buyer except with the Company's express written consent of the Buyer and except for Confidential Company Information which: (1) which is publicly known at the time of receipt, receipt or thereafter becomes publicly known through no wrongful act of a Restricted Person. The Restricted Person shall deliver to Buyer on the EmployeeClosing Date, or upon the termination of the Transition Services Agreement (2) is received from a third party who is not under an obligation to keep the extent retaining such information confidential. The rights of is necessary for Seller to perform its obligations under the Company pursuant Transition Services Agreement), all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating 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" Confidential Seller Information, Work Product (as defined by controlling lawbelow) or the Business which it may then possess or have under its control.
(ciii) The Employee During the Restricted Period, each Restricted Person shall not, without the Company's prior written consentconsent of the Buyer, directly or indirectly, knowingly solicit (i) induce or encourage attempt to induce any employee of Buyer to leave the employment employ of the Company or its subsidiariesBuyer, employ any employee of Buyer or in any other way interfere with the Company or its subsidiaries nor shall the Employee relationship between Buyer and any employee of Buyer, (ii) hire any employee who has left the employment person within two years of the Company last day such person was an employee of Buyer or its subsidiaries within one (1iii) year induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the termination of such Employee's employment Buyer to cease doing business with Buyer, or in any way interfere with the Company relationship between any such customer, supplier, licensee or its subsidiariesbusiness relation and Buyer (including making any disparaging statements or communications about Buyer).
(div) All memorandainventions, notesinnovations, listsimprovements, records developments, methods, designs, analyses, drawings, reports, characters, props, molds and all similar or related information (whether or not patentable) which relate to the Business or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by an employee of, or a consultant to, Seller (collectively, "Work Product") belong to Buyer. Each Restricted Person shall promptly disclose such Work Product to the Buyer and perform all actions requested by the Buyer (whether on or after the Closing Date) to establish and confirm such ownership (including assignments, consents, powers of attorney and other documents instruments).
(v) (A) the covenants set forth in Section 9.4(a) are reasonable in geographical and temporal scope and in all copies thereofother respects, (B) constituting Confidential Company Information Buyer would not have entered into this Agreement but for the covenants of each Restricted Person contained herein, and (C) the covenants contained herein have been made in order to induce Buyer to enter into this Agreement and purchase the Assets from which Seller will receive substantial benefit.
(vi) If, at the time of enforcement of the covenants contained in Section 9.4 (a)(i), a court shall hold that the duration, scope or compiled by area restrictions stated therein are unreasonable under circumstances then existing, the Employee parties agree that the maximum duration, scope, or made available to the Employee concerning the Company Business or the Company or its subsidiaries area reasonable under such circumstances shall be substituted for the Company's propertystated duration, shall be kept confidential in accordance with the provisions of this Section and shall be delivered to the Company at any time upon requestscope or area.
Appears in 1 contract
Samples: Asset Purchase Agreement (Aqua Care Systems Inc /De/)
Covenant Against Competition. The Employee Covered Person acknowledges that: that (ia) the principal business of the Company and its subsidiaries is the design, marketing manufacture and manufacture sale of injection molded plastic products and assemblies (the "Present Business")forged metal products; (iib) the Company and its subsidiaries Covered Person is one of a limited number of entities within its industry which Persons who have developed the present Company's business; (iiic) the Present Business is Company's business is, in part, national and international in scope; (iv) the EmployeeCovered Person'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; 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 subsidiaries not readily available to the publiccompetitors; and (v) the agreements and covenants of the Employee Covered Person contained in this Section 6.1 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 Employee Covered Person covenants and agrees that:
(ai) Throughout During the Employee's employment with period commencing on the Company date hereof and for a period of two ending three and one-half (23 1/2) 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 Closing Date (the "Restricted Period"), the Employee 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 Person, or through any Person) any business 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 or their respective Subsidiaries anywhere in the United States States, as such businesses exist or are proposed as of Americathe Closing Date or the date of this Agreement, directly or indirectly:
logical extensions thereof (1) engage in the Present Business or any other principal line of business developed by the Company during the Term (hereinafter collectively referred to as the collectively, "Company BusinessCovered Activities") for the Employee's own account; (2) render any services in any capacity to any person or entity (other than the Company or its subsidiaries) engaged in the Company Business); or (3B) become interested in any entity engaged such Person which engages in the Company Business any Covered Activities (other than the Company or its subsidiariesBuyer) as a partner, shareholder, principal, agent, trustee, consultant or in any other relationship or capacity; provided, however, that notwithstanding the Employee above, the Covered Person may own, directly or indirectly, solely as an investment, securities of any such entity Person which are traded on any national securities exchange or NASDAQ if the Employee: (A) Covered Person is not a controlling person of, or a member of a group which controls controls, such entity and (B) Person, does not, directly or indirectly, own ten five percent (105%) 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) During At all times after the Restricted Perioddate hereof, the Employee 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 its subsidiariestheir affiliates, all confidential matters relating Confidential Company Information including, without limitation, information with respect to the Company Business (i) prospective facilities, (ii) sales figures, (iii) profit or loss figures, 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, (iv) customers, clients, suppliers, sources of supply and customer lists of the Company or its subsidiaries (the "Confidential Company Information") and shall not disclose the such Confidential Company Information to anyone outside of Buyer, the Company and their Affiliates except with the Company's express written consent of the Buyer and except for Confidential Company Information which: (1) which is publicly known at the time of receipt, receipt or thereafter becomes publicly known through no wrongful act of the EmployeeCovered 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 (2and copies thereof) is received from a third party who is not under an obligation relating to keep such information confidential. The rights the Confidential Company Information, Work Product (as defined below) or the business of the Company pursuant to this Section are in addition to and shall not be deemed to limit those rights and remedies available or any Subsidiary which he may then possess or have under common law for protection of the type of confidential information which constitutes "trade secrets" as defined by controlling lawhis control.
(ciii) The Employee During the Restricted Period, the Covered Person shall not, without the Company's prior written consentconsent of the Buyer, directly or indirectly, knowingly solicit (i) induce or encourage attempt to induce any employee of Buyer, the Company or any Subsidiary to leave the employment 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 business relation of Buyer, the Company or any Subsidiary to cease doing business with Buyer, the Company or such Subsidiary, or in any 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 subsidiariesSubsidiaries). 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 Subsidiary with respect to 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 Company's or any of its subsidiaries nor shall Subsidiaries' actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Employee hire any Covered Person while an employee who has left the employment of of, or a consultant to, the Company or its subsidiaries within one Subsidiaries (1collectively, "Work Product") year of the termination of such Employee's employment with 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 its subsidiariesafter the Closing Date) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).
(dv) All memorandaThat (A) the covenants set forth in Section 5.6(a) are reasonable in geographical and temporal scope and in all other respects, notes(B) Buyer would not have entered into this Agreement but for the covenants of the Covered Person contained herein, listsand (C) the covenants contained herein have been made in order to induce Buyer to enter into this Agreement and purchase the Stock from which Covered Person will receive substantial benefit; and
(vi) That if, records and other documents at the time of enforcement of the covenants contained in Section 5.6 (and all copies thereof) constituting Confidential Company Information made a)(i), a court shall hold that the duration, scope or compiled by area restrictions stated therein are unreasonable under circumstances then existing, the Employee parties agree that the maximum duration, scope, or made available to the Employee concerning the Company Business or the Company or its subsidiaries area reasonable under such circumstances shall be substituted for the Company's propertystated duration, shall be kept confidential in accordance with the provisions of this Section and shall be delivered to the Company at any time upon requestscope or area.
Appears in 1 contract
