Covenant Not To Compete and Confidentiality. (a) Executive acknowledges that as a key management employee, Executive will be involved on a high level, in the development, implementation and management of the Company's business strategies and plans and that by virtue of Executive's unique and sensitive position and special background, employment of Executive by a competitor of the Company represents a serious competitive danger to the Company, and the use of Executive's talent and knowledge and information about the Company's business, strategies and plans can and would constitute a valuable competitive advantage over the Company. In view of the foregoing, Executive agrees that beginning on the date of termination of Executive's employment with the Company and continuing for a period of twelve (12) months following the date of such termination, Executive will not, directly or indirectly, do, or cause to be done, any of the following: (i) Own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise rendered service to Staples, Office Depot (or any combination of Staples and Office Depot), or any other office products superstore retail chain; provided, however, that the ownership of not more than one percent (1%) of the equity of any publicly-traded business entity will not be deemed a violation of this covenant; (b) Employ, assist in employing, or otherwise associate in business with any person who was during the immediately preceding twelve (12) months an associate, employee or officer of the Company or any of its Affiliates (as hereinafter defined) in a business that competes with the Company; or (c) Induce any person who is an associate, employee, officer or agent of the Company or any of its Affiliates to terminate said relationship. (d) Except to the extent required by law, Executive agrees that from and after the date hereof, he will not disclose, divulge, discuss, disseminate, copy or otherwise use or cause to be used any of the confidential, proprietary or trade secret information (including, but not limited to, customer lists, pricing lists or information, purchasing information, service distribution methods, formulae, marketing research or other trade secrets, but excluding information which (i) is generally available to or known by the public, (ii) is or becomes known on a non-confidential basis from a source other than Executive, or (iii) is or becomes known to Executive without an obligation of confidentiality.
Appears in 1 contract
Covenant Not To Compete and Confidentiality. (a) Executive acknowledges that as a key management employee, Executive will be involved on a high level, in the development, implementation and management of the Company's business strategies and plans and that by virtue of Executive's unique and sensitive position and special background, employment of Executive by a competitor of the Company represents a serious competitive danger to the Company, and the use of Executive's talent and knowledge and information about the Company's business, strategies and plans can and would constitute a valuable competitive advantage over the Company. In view of the foregoing, Executive agrees that beginning on the date of termination of Executive's employment with the Company and continuing for a period of twelve (12) months following the date of such terminationmonth during which termination occurred, Executive will not, directly or indirectly, do, or cause to be done, any of the following:
(i) Own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise rendered service to Staplesaffiliated with, any other person, corporation, firm, or other business entity (such as Staples or Office Depot (Depot) that competes with the businesses of the Company or any combination of Staples its subsidiaries or affiliates as such businesses are conducted at anytime and Office Depotanywhere during Executive's employment with the Company (the "Business"), or any other office products superstore retail chain; provided, however, that the ownership of not more than one percent (1%) of the equity of any publicly-traded business entity will not be deemed a violation of this covenant;
(bii) Employ, assist in employing, or otherwise associate in business with any person who was during the immediately preceding twelve (12) months an present, former or future associate, employee employee, officer or officer agent of the Company or any of its Affiliates (as hereinafter defined) subsidiaries or affiliates in a business that competes with the CompanyBusiness; or
(ciii) Induce any person who is an associate, employee, officer or agent of the Company or any of its Affiliates subsidiaries to terminate said relationship.
(db) Except to the extent required by law, Executive agrees that from and after the date hereofof this Agreement, he will not disclose, divulge, discuss, disseminate, copy or otherwise use or cause to be used any of the confidential, proprietary or trade secret information (including, but not limited to, customer lists, pricing lists or information, purchasing information, service distribution methods, formulae, marketing research or other trade secrets) of the Company or any of its subsidiaries or affiliates, but excluding information except in connection with his duties and responsibilities as an executive of the Company.
(c) Executive expressly agrees and understands that the remedy at law for any breach by him of this Section 2 will be inadequate and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that on adequate proof of his violation of any legally enforceable provision of this Section 2, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach. Nothing in this Section 2 will be deemed to limit the Company's remedies at law or in equity for any breach by Executive of any of the provisions of this Section 2.
(d) If Executive violates any legally enforceable provision of this Section 2 as to which there is a specific time period during which Executive is prohibited from taking certain actions or from engaging in certain activities, as set forth in such provision, then, in such event, such violation will toll the running of such time period from the date of such violation until such violation ceases.
(ie) is generally available If Executive violates any provision of this Section 2, then the obligation of the Company to or known by make the public, (ii) is or becomes known on a non-confidential basis from a source other than Executive, or (iii) is or becomes known severance payments to Executive without an obligation of confidentialitywill terminate and Executive will not be entitled to any further severance payments.
Appears in 1 contract
Covenant Not To Compete and Confidentiality. (a) Executive acknowledges that as a key management employee, Executive will be involved on a high level, in the development, implementation and management of the Company's business strategies and plans and that by virtue of Executive's unique and sensitive position and special background, employment of Executive by a competitor of the Company represents a serious competitive danger to the Company, and the use of Executive's talent and knowledge and information about the Company's business, strategies and plans can and would constitute a valuable competitive advantage over the Company. In view of the foregoing, Executive agrees that beginning on the date of termination of Executive's employment with the Company and continuing for a period of twelve (12) months following the date of such terminationmonth during which termination occurred, Executive will not, directly or indirectly, do, or cause to be done, any of the following:
(i) Own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise rendered service to Staplesaffiliated with, any other person, corporation, firm, or other business entity (such as Staples or Office Depot (Depot) that competes with the businesses of the Company or any combination of Staples its subsidiaries or affiliates as such businesses are conducted at anytime and Office Depotanywhere during Executive's employment with the Company (the "Business"), or any other office products superstore retail chain; provided, however, that the ownership of not more than one percent (1%) of the equity of any publicly-traded business entity will not be deemed a violation of this covenant;
(bii) Employ, assist in employing, or otherwise associate in business with any person who was during the immediately preceding twelve (12) months an present, former or future associate, employee employee, officer or officer agent of the Company or any of its Affiliates (as hereinafter defined) subsidiaries or affiliates in a business that competes with the CompanyBusiness; or
(ciii) Induce any person who is an associate, employee, officer or agent of the Company or any of its Affiliates subsidiaries to terminate said relationship.
(db) Except to the extent required by law, Executive agrees that from and after the date hereofof this Agreement, he will not disclose, divulge, discuss, disseminate, copy or otherwise use or cause to be used any of the confidential, proprietary or trade secret information (including, but not limited to, customer lists, pricing lists or information, purchasing information, service distribution methods, formulae, marketing research or other trade secrets) of the Company or any of its subsidiaries or affiliates, but excluding information except in connection with his duties and responsibilities as an executive of the Company.
(c) Executive expressly agrees and understands that the remedy at law for any breach by him of this Section 2 will be inadequate and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that on adequate proof of his violation of any legally enforceable provision of this Section 2, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach. Nothing in this Section 2 will be deemed to limit the Company's remedies at law or in equity for any breach by Executive of any of the provisions of this Section 2.
(d) If Executive violates any legally enforceable provision of this Section 2 as to which there is a specific time period during which Executive is prohibited from taking certain actions or from engaging in certain activities, as set forth in such provision, then, in such event, such violation will toll the running of such time period from the date of such violation until such violation ceases.
(ie) is generally available If Executive violates any provision of this Section 2, then the obligation of the Company to or known by make the public, (ii) is or becomes known on a non-confidential basis from a source other than Executive, or (iii) is or becomes known severance payments to Executive without an obligation of confidentialitywill terminate and Executive will not be entitled to any further severance payments.
(f) EXECUTIVE HAS CAREFULLY CONSIDERED THE NATURE AND EXTENT OF THE RESTRICTIONS ON HIM AND THE RIGHTS AND REMEDIES CONFERRED ON THE COMPANY UNDER THIS SECTION 2 AND HEREBY ACKNOWLEDGES AND AGREES THAT THE SAME ARE REASONABLE IN TIME AND TERRITORY, ARE DESIGNED TO ELIMINATE COMPETITION WHICH OTHERWISE WOULD BE UNFAIR TO THE COMPANY AND ITS SUBSIDIARIES, DO NOT STIFLE HIS INHERENT SKILL AND EXPERIENCE, WOULD NOT OPERATE AS A BAR TO HIS SOLE MEANS OF SUPPORT, ARE FULLY REQUIRED TO PROTECT THE LEGITIMATE INTERESTS OF THE COMPANY AND ITS SUBSIDIARIES AND DO NOT CONFER A BENEFIT ON THE COMPANY DISPROPORTIONATE TO THE DETRIMENT TO HIM.
Appears in 1 contract
Covenant Not To Compete and Confidentiality. (a) Executive acknowledges Seller and each Stockholder, severally and jointly, covenant and agree that as from the Closing Date to a key management employee, Executive will be involved on a high level, in the development, implementation and management of the Company's business strategies and plans and that by virtue of Executive's unique and sensitive position and special background, employment of Executive by a competitor of the Company represents a serious competitive danger to the Company, and the use of Executive's talent and knowledge and information about the Company's business, strategies and plans can and would constitute a valuable competitive advantage over the Company. In view of the foregoing, Executive agrees that beginning on the date of termination of Executive's employment with the Company and continuing for a period of twelve (12) months five years following the date of such terminationClosing, Executive will notthat neither Seller or any Stockholder nor any corporation, directly firm or indirectly, doother entity which controls, or cause to be doneis controlled by Seller or its affiliates, or in which Seller, any Stockholder or an affiliate thereof has a controlling interest, will, except as an employee of the followingBuyer,:
(i) Owndirectly or indirectly, manageengage in, control continue in or participate in the ownershipcarry on a competitive business alone or with any person, management corporation, partnership, firm or control ofother form of business organization which competes with, or be employed is engaged in, or engaged by or otherwise rendered service to Staplescarries on, Office Depot (any aspect of the Business or any combination of Staples and Office Depot), or any other office products superstore retail chain; provided, however, that the ownership of not more than one percent (1%) of the equity of any publicly-traded business entity will not be deemed a violation of this covenantcompetitive therewith;
(bii) Employconsult with, advise or assist in employingany way, whether or not for consideration, any person, corporation, partnership, firm or other business organization which is now, or otherwise associate becomes, a competitor of Buyer in business with any person who was during the immediately preceding twelve (12) months an associateBusiness being purchased by Buyer from Seller, employee or officer of the Company or any of its Affiliates (as hereinafter defined) in a business that competes with the Company; or
(c) Induce any person who is an associate, employee, officer or agent of the Company or any of its Affiliates to terminate said relationship.
(d) Except to the extent required by law, Executive agrees that from and after the date hereof, he will not disclose, divulge, discuss, disseminate, copy or otherwise use or cause to be used any of the confidential, proprietary or trade secret information (including, but not limited to, advertising or otherwise promoting the products of any such competitor; soliciting customers or otherwise serving as an intermediary for any such competitor;
(iii) sell, assign or otherwise transfer, whether or not for consideration, any customer lists, pricing lists product specifications or informationdesigns, purchasing informationinternal memoranda, service distribution methodsbills, formulaereceipts or any other form of business records or documents or any tangible materials in any form concerning the Business, marketing research the Acquired Assets or other the Assumed Liabilities unless disclosure is required by law, governmental agency, or is publicly available;
(iv) disclose or cause to be disclosed to any person, firm or corporation any of the trade secrets, but excluding techniques, formulae or processes relating to the Business and the Acquired Assets which Buyer is purchasing from Seller or any other information about the confidential affairs of the Business (including information about its customers and employees); the secrecy of which is of value to Buyer; and
(iv) engage in any practice the purpose of which is generally available to evade the provisions of this covenant not to compete or known commit any act which is detrimental to the successful continuation of the Business and the Acquired Assets which Buyer is purchasing from Seller.
(b) The parties agree that the geographic scope of this covenant not to compete shall extend to all of the trading areas in which Products are sold by Seller.
(c) The parties agree that Buyer may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any person, corporation, firm or entity that acquires all or a substantial part of the publicBusiness or Acquired Assets being acquired by Buyer from Seller hereunder.
(d) In the event of any breach of this covenant, the parties recognize that the remedies at law will be inadequate and that Buyer shall be entitled to equitable remedies (iiincluding an injunction) is or becomes known on and such other relief as a non-confidential basis from court may deem appropriate.
(e) In the event a source other than Executivecourt of competent jurisdiction determines that the provisions of this covenant not to compete are excessively broad as to duration, geographic scope, or (iii) is prohibited activities or becomes known otherwise, the parties agree that this covenant shall be reduced or curtailed to Executive without an obligation of confidentialitythe extent necessary to render it enforceable.
Appears in 1 contract
Covenant Not To Compete and Confidentiality. (a) Executive acknowledges that as a key management employee, Executive will be involved on a high level, in the development, implementation and management of the Company's business strategies and plans and that by virtue of Executive's unique and sensitive position and special background, employment of Executive by a competitor of the Company represents a serious competitive danger to the Company, and the use of Executive's talent and knowledge and information about the Company's business, strategies and plans can and would constitute a valuable competitive advantage over the Company. In view of the foregoing, Executive agrees that beginning on the date of termination of Executive's employment with the Company and continuing for a period of twelve (12) months following the date of such terminationmonth during which termination occurred, Executive will not, directly or indirectly, do, or cause to be done, any of the following:
(i) Own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise rendered service to Staplesaffiliated with, any other person, corporation, firm, or other business entity (such as Staples or Office Depot (Depot) that competes with the business of the Company or any combination of Staples its subsidiaries or affiliates as such businesses are conducted at anytime and Office Depotanywhere during Executive's employment with the Company (the "Business"), or any other office products superstore retail chain; provided, however, that the ownership of not more than one percent (1%) of the equity of any publicly-traded business entity will not be deemed a violation of this covenant;
(bii) Employ, assist in employing, or otherwise associate in business with any person who was during the immediately preceding twelve (12) months an present, former or future associate, employee employee, officer or officer agent of the Company or any of its Affiliates (as hereinafter defined) subsidiaries or affiliates in a business that competes with the CompanyBusiness; or
(ciii) Induce any person who is an associate, employee, officer or agent of the Company or any of its Affiliates subsidiaries to terminate said relationship.
(db) Except to the extent required by law, Executive agrees that from and after the date hereofof this Agreement, he will not disclose, divulge, discuss, disseminate, copy or otherwise use or cause to be used any of the confidential, proprietary or trade secret information (including, but not limited to, customer lists, pricing lists or information, purchasing information, service distribution methods, formulae, marketing research or other trade secrets) of the Company or any of its subsidiaries or affiliates, but excluding information except in connection with his duties and responsibilities as an executive of the Company.
(c) Executive expressly agrees and understands that the remedy at law for any breach by him of this Section 2 will be inadequate and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that on adequate proof of his violation of any legally enforceable provision of this Section 2, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach. Nothing in this Section 2 will be deemed to limit the Company's remedies at law or in equity for any breach by Executive of any of the provisions of this Section 2.
(d) If Executive violates any legally enforceable provision of this Section 2 as to which there is a specific time period during which Executive is prohibited from taking certain actions or from engaging in certain activities, as set forth in such provision, then, in such event, such violation will toll the running of such time period from the date of such violation until such violation ceases.
(ie) is generally available If Executive violates any provision of this Section 2, then the obligation of the Company to or known by make the public, (ii) is or becomes known on a non-confidential basis from a source other than Executive, or (iii) is or becomes known severance payments to Executive without an obligation of confidentialitywill terminate and Executive will not be entitled to any further severance payments.
(f) EXECUTIVE HAS CAREFULLY CONSIDERED THE NATURE AND EXTENT OF THE RESTRICTIONS ON HIM AND THE RIGHTS AND REMEDIES CONFERRED ON THE COMPANY UNDER THIS SECTION 2 AND HEREBY ACKNOWLEDGES AND AGREES THAT THE SAME ARE REASONABLE IN TIME AND TERRITORY, ARE DESIGNED TO ELIMINATE COMPETITION WHICH OTHERWISE WOULD BE UNFAIR TO THE COMPANY AND ITS SUBSIDIARIES, DO NOT STIFLE HIS INHERENT SKILL AND EXPERIENCE, WOULD NOT OPERATE AS A BAR TO HIS SOLE MEANS OF SUPPORT, ARE FULLY REQUIRED TO PROTECT THE LEGITIMATE INTERESTS OF THE COMPANY AND ITS SUBSIDIARIES AND DO NOT CONFER A BENEFIT ON THE COMPANY DISPROPORTIONATE TO THE DETRIMENT TO HIM.
Appears in 1 contract
