Common use of Covenant Not To Compete and Confidentiality Clause in Contracts

Covenant Not To Compete and Confidentiality. a) In order to induce the Corporation to enter into an employment relationship, but if and only if this Agreement is terminated by Corporation for cause as specified in paragraph 10(a) or by Employee without cause as specified in paragraph 10(b)(ii) and under no other circumstance, Employee covenants and agrees for a period of three (3) years after termination of Employee's employment, Employee will not directly or indirectly, as sole proprietor, independent contractor, employee, consultant, agent, partner or joint venturer, or as an officer, director, stockholder, agent, servant or employee of any firm, person, entity, partnership or corporation, or otherwise, engage or participate in or attempt to engage or participate in any manner in the same, a similar or a directly or indirectly competitive business, to that of Corporation. b) If and only if this Agreement is terminated by Corporation for cause as specified in paragraph 10(a) or by Employee without cause as specified in paragraph 10(b)(ii) and under no other circumstance, for a period of one (1) year from and after the termination of Employee's employment, the Employee agrees that he shall refrain from soliciting and shall not, directly or indirectly, as sole proprietor, independent contractor, employee, consultant, agent, partner, or joint venturer, or as an officer, director, stockholder, agent or employee of any firm, person, entity, partnership or corporation, or otherwise solicit the employees of the Corporation to leave the service of Corporation. c) The parties agree that all information concerning the Corporation's product, RETICULOSE, is highly confidential and is the sole and exclusive property of the Corporation. The parties acknowledge that Employee shall have access to confidential information concerning the Corporation and specifically concerning RETICULOSE, including methodology of manufacture of RETICULOSE, among other confidential data and information. Employee expressly agrees to refrain from disclosing to any person or entity, other than at the direction and approval of the Board of Directors, any confidential information regarding RETICULOSE, either directly or indirectly, or seek to exploit RETICULOSE, other than through and with the approval of the Corporation. (i) It is agreed and understood by and among the parties to this Agreement that the restrictive covenants and agreements set forth in subparagraphs (a), (b) and (c) of this paragraph 12 are each individually essential elements of this Agreement and that, but for agreement of the Employee to comply with such covenants and agreements, the Corporation would not have agreed to employ Employee. Further, Employee expressly acknowledges that the restrictions contained in subparagraphs (a), (b) and (c) of this paragraph 12 are reasonable and necessary to accomplish the mutual objectives of the parties associated with the employment relationship and to protect the Corporation's legitimate interests and protecting its business and business relationships. Employee further acknowledges that enforcement of the restrictions contained herein will not deprive him, or any of his agents, servants or employees, or any of them, of the ability to earn a reasonable living and that any violation of the restrictions contained in this Agreement will cause irreparable injury to Corporation. Such covenants and agreements of the Employee shall be construed as agreements independent of any other provision of this Agreement and of each other. The existence of any claim or cause of action of the Employee against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of such restrictive covenants and agreements. (ii) It is agreed by the parties hereto that if any portion of the restrictive covenants and agreements set forth in subparagraphs (a), (b) and (c) of this paragraph 12 are held to be invalid, unreasonable, arbitrary or against public policy, then each such agreement shall be considered divisible both as to time, geographical area and any other relevant feature, with each month of a specified period being deemed a separate period of time and each geographical market area being deemed a separate geographical area, it being the intention of the parties that a lesser period of time, geographical area or other relevant feature shall be enforced as long as the same is not unreasonable, arbitrary or against public policy. The parties hereto further agree that, in the event any court of competent jurisdiction determines that a specified time period, a specified geographical area or any other relevant feature is unreasonable, arbitrary or against public policy, a lesser time period, geographical area or other relevant feature which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against the Employee and Employee agrees to be bound thereby. (iii) The parties hereto agree that damages at law, including but not limited to monetary damages, will be insufficient remedy to the Corporation in the event that the restrictive covenants of subparagraphs (a), (b) and (c) of this paragraph 12 are violated and that, in addition to any remedies or rights that may be available to the Corporation, all of which other remedies or rights shall be deemed to be cumulative, retained by Corporation and not waived by the enforcement of any remedy available hereunder, including but not limited to the right to xxx of monetary damages; Corporation also shall be entitled, upon application to a court of competent jurisdiction, to obtain injunctive relief, including but not limited to a temporary restraining order or temporary, preliminary or permanent injunction, to enforce the provisions of this paragraph as well as an equitable accounting of all profits or benefits arising out of any such violation, all of which shall constitute rights and remedies to which the Corporation may be entitled. e) Employee recognizes that the restrictions set forth in this paragraph are reasonable and properly required for the adequate protection of the business of the Corporation.

Covenant Not To Compete and Confidentiality. (a) In order to induce the Corporation Company to enter into an employment relationship, but if and only if this Agreement is terminated by Corporation the Company for cause as specified in paragraph 10(a) 4 above or by the Employee without cause Good Reason as specified in paragraph 10(b)(ii5(b) above, and under no other circumstance, the Employee covenants and agrees that for a period of three (3) years after termination of the Employee's ’s employment, the Employee will not directly or indirectly, as sole proprietor, independent contractor, employee, consultant, agent, partner or joint venturer, or as an officer, director, stockholder, agent, servant or employee of any firm, person, entity, partnership or corporation, or otherwise, engage or participate in or attempt to engage or participate in any manner in the same, a similar or a directly or indirectly competitive business, to that of Corporationthe Company. (b) If and only if this Agreement is terminated by Corporation the Company for cause as specified in paragraph 10(a) 4 above or by the Employee without cause Good Reason as specified in paragraph 10(b)(ii5(b) above and under no other circumstance, for a period of one (1) year from and after the termination of the Employee's ’s employment, the Employee agrees that he shall refrain from soliciting and shall not, directly or indirectly, as sole proprietor, independent contractor, employee, consultant, agent, partner, or joint venturer, or as an officer, director, stockholder, agent or employee of any firm, person, entity, partnership or corporation, or otherwise otherwise, solicit the employees of the Corporation Company to leave the service of Corporationthe Company. (c) The parties agree that all information concerning the Corporation's Company’s product, RETICULOSERETICULOSE (or Product R), is highly confidential and is the sole and exclusive property of the CorporationCompany. The parties acknowledge that the Employee shall have access to confidential information concerning the Corporation Company and specifically concerning RETICULOSERETICULOSE (or Product R), including methodology of manufacture of RETICULOSERETICULOSE (or Product R), among other confidential data and information. The Employee expressly agrees to refrain from disclosing to any person or entity, other than at the direction and approval of the Board of Directors, any confidential information regarding RETICULOSERETICULOSE (or Product R), either directly or indirectly, or seek to exploit RETICULOSERETICULOSE (or Product R), other than through and with the approval of the CorporationCompany. (d) (i) It is agreed and understood by and among the parties to this Agreement that the restrictive covenants and agreements set forth in subparagraphs (a), (b) and (c) of this paragraph 12 are 17 each individually essential elements of this Agreement and that, but for agreement of the Employee to comply with such covenants and agreements, the Corporation Company would not have agreed to employ the Employee. Further, the Employee expressly acknowledges that the restrictions contained in subparagraphs (a), (b) and (c) of this paragraph 12 17 are reasonable and necessary to accomplish the mutual objectives of the parties associated with the employment relationship and to protect the Corporation's Company’s legitimate interests and protecting its business and business relationships. The Employee further acknowledges that enforcement of the restrictions contained herein will not deprive him, or any of his agents, servants or employees, or any of them, of the ability to earn a reasonable living and that any violation of the restrictions contained in this Agreement will cause irreparable injury to Corporationthe Company. Such covenants and agreements of the Employee shall be construed as agreements independent of any other provision of this Agreement and of each other. The existence of any claim or cause of action of the Employee against the CorporationCompany, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation Company of such restrictive covenants and agreements. (ii) It is agreed by the parties hereto that if any portion of the restrictive covenants and agreements set forth in subparagraphs (a), (b) and (c) of this paragraph 12 are held to be invalid, unreasonable, arbitrary or against public policy, then each such agreement shall be considered divisible both as to time, geographical area and any other relevant feature, with each month of a specified period being deemed a separate period of time and each geographical market area being deemed a separate geographical area, it being the intention of the parties that a lesser period of time, geographical area or other relevant feature shall be enforced as long as the same is not unreasonable, arbitrary or against public policy. The parties hereto further agree that, in the event any court of competent jurisdiction determines that a specified time period, a specified geographical area or any other relevant feature is unreasonable, arbitrary or against public policy, a lesser time period, geographical area or other relevant feature which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against the Employee and Employee agrees to be bound thereby. (iii) The parties hereto agree that damages at law, including but not limited to monetary damages, will be insufficient remedy to the Corporation in the event that the restrictive covenants of subparagraphs (a), (b) and (c) of this paragraph 12 are violated and that, in addition to any remedies or rights that may be available to the Corporation, all of which other remedies or rights shall be deemed to be cumulative, retained by Corporation and not waived by the enforcement of any remedy available hereunder, including but not limited to the right to xxx of monetary damages; Corporation also shall be entitled, upon application to a court of competent jurisdiction, to obtain injunctive relief, including but not limited to a temporary restraining order or temporary, preliminary or permanent injunction, to enforce the provisions of this paragraph as well as an equitable accounting of all profits or benefits arising out of any such violation, all of which shall constitute rights and remedies to which the Corporation may be entitled. e) Employee recognizes that the restrictions set forth in this paragraph are reasonable and properly required for the adequate protection of the business of the Corporation.

Covenant Not To Compete and Confidentiality. (a) In order to induce the Corporation to enter into an employment relationship, but if and only if this Agreement is terminated by Corporation for cause as specified in paragraph 10(a) or by the Employee without cause good reason as specified in paragraph 10(b)(ii) and under no other circumstance, the Employee covenants and agrees that for a period of three (3) years after termination of the Employee's employment, the Employee will not directly or indirectly, as sole proprietor, independent contractor, employee, consultant, agent, partner or joint venturer, or as an officer, director, stockholder, agent, servant or employee of any firm, person, entity, partnership or corporation, or otherwise, engage or participate in or attempt to engage or participate in any manner in the same, a similar or a directly or indirectly competitive business, to that of Corporation. (b) If and only if this Agreement is terminated by the Corporation for cause as specified in paragraph 10(a) or by the Employee without cause good reason as specified in paragraph 10(b)(ii) and under no other circumstance, for a period of one (1) year from and after the termination of the Employee's employment, the Employee agrees that he shall refrain from soliciting and shall not, directly or indirectly, as sole proprietor, independent contractor, employee, consultant, agent, partner, or joint venturer, or as an officer, director, stockholder, agent or employee of any firm, person, entity, partnership or corporation, or otherwise otherwise, solicit the employees of the Corporation to leave the service of Corporation. (c) The parties agree that all information concerning the Corporation's product, RETICULOSERETICULOSE (or Product R), is highly confidential and is the sole and exclusive property of the Corporation. The parties acknowledge that the Employee shall have access to confidential information concerning the Corporation and specifically concerning RETICULOSERETICULOSE (or Product R), including methodology of manufacture of RETICULOSERETICULOSE (or Product R), among other confidential data and information. The Employee expressly agrees to refrain from disclosing to any person or entity, other than at the direction and approval of the Board of Directors, any confidential information regarding RETICULOSERETICULOSE (or Product R), either directly or indirectly, or seek to exploit RETICULOSERETICULOSE (or Product R), other than through and with the approval of the Corporation. (i) It is agreed and understood by and among the parties to this Agreement that the restrictive covenants and agreements set forth in subparagraphs (a), (b) and (c) of this paragraph 12 13 are each individually essential elements of this Agreement and that, but for agreement of the Employee to comply with such covenants and agreements, the Corporation would not have agreed to employ the Employee. Further, the Employee expressly acknowledges that the restrictions contained in subparagraphs (a), (b) and (c) of this paragraph 12 13 are reasonable and necessary to accomplish the mutual objectives of the parties associated with the employment relationship and to protect the Corporation's legitimate interests and protecting its business and business relationships. The Employee further acknowledges that enforcement of the restrictions contained herein will not deprive him, or any of his agents, servants or employees, or any of them, of the ability to earn a reasonable living and that any violation of the restrictions contained in this Agreement will cause irreparable injury to the Corporation. Such covenants and agreements of the Employee shall be construed as agreements independent of any other provision of this Agreement and of each other. The existence of any claim or cause of action of the Employee against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of such restrictive covenants and agreements. (ii) It is agreed by the parties hereto that if any portion of the restrictive covenants and agreements set forth in subparagraphs (a), (b) and (c) of this paragraph 12 13 are held to be invalid, unreasonable, arbitrary or against public policy, then each such agreement shall be considered divisible both as to time, geographical area and any other relevant feature, with each month of a specified period being deemed a separate period of time and each geographical market area being deemed a separate geographical area, it being the intention of the parties that a lesser period of time, geographical area or other relevant feature shall be enforced as long as the same is not unreasonable, arbitrary or against public policy. The parties hereto further agree that, in the event any court of competent jurisdiction determines that a specified time period, a specified geographical area or any other relevant feature is unreasonable, arbitrary or against public policy, a lesser time period, geographical area or other relevant feature which is determined to be reasonable, non-non- arbitrary and not against public policy may be enforced against the Employee Employee, and the Employee agrees to be bound thereby. (iii) The parties hereto agree that damages at law, including but not limited to monetary damages, will be an insufficient remedy to the Corporation in the event that the restrictive covenants of subparagraphs (a), (b) and (c) of this paragraph 12 13 are violated and that, in addition to any remedies or rights that may be available to the Corporation, all of which other remedies or rights shall be deemed to be cumulative, are retained by the Corporation and not waived by the enforcement of any remedy available hereunder, including but not limited to the right to xxx of for monetary damages; the Corporation also shall be entitled, upon application to a court of competent jurisdiction, to obtain injunctive relief, including but not limited to a temporary restraining order or temporary, preliminary or permanent injunction, to enforce the provisions of this paragraph as well as an equitable accounting of all profits or benefits arising out of any such violation, all of which shall constitute rights and remedies to which the Corporation may be entitled. (e) The Employee recognizes that the restrictions set forth in this paragraph are reasonable and properly required for the adequate protection of the business of the Corporation.

Covenant Not To Compete and Confidentiality. (a) In order to induce the Corporation to enter into an employment relationship, but if and only if this Agreement is terminated by Corporation for cause as specified in paragraph 10(a) or by Employee without cause as specified in paragraph 10(b)(ii) and under no other circumstance, Employee covenants and agrees for a period of three (3) years year after termination of Employee's employment, Employee will not directly or indirectly, as sole proprietor, independent contractor, employee, consultant, agent, partner or joint venturer, or as an officer, director, stockholder, agent, servant or employee of any firm, person, entity, partnership or corporation, or otherwise, engage or participate in or attempt to engage or participate in any manner in the same, a similar or a directly or indirectly competitive business, to that of Corporation. (b) If and only if this Agreement is terminated by Corporation for cause as specified in paragraph 10(a) or by Employee without cause as specified in paragraph 10(b)(ii) and under no other circumstance, for a period of one (1) year from and after the termination of Employee's employment, the Employee agrees that he shall refrain from soliciting and shall not, directly or indirectly, as sole proprietor, independent contractor, employee, consultant, agent, partner, or joint venturer, or as an officer, director, stockholder, agent or employee of any firm, person, entity, partnership or corporation, or otherwise solicit the employees of the Corporation to leave the service of Corporation. (c) The parties agree that all information concerning the Corporation's product, RETICULOSE, is highly confidential and is the sole and exclusive property of the Corporation. The parties acknowledge that Employee shall have access to confidential information concerning the Corporation and specifically concerning RETICULOSE, including methodology of manufacture of RETICULOSE, among other confidential data and information. Employee expressly agrees to refrain from disclosing to any person or entity, other than at the direction and approval of the Board of Directors, any confidential information regarding RETICULOSE, either directly or indirectly, or seek to exploit RETICULOSE, other than through and with the approval of the Corporation. (i) It is agreed and understood by and among the parties to this Agreement that the restrictive covenants and agreements set forth in subparagraphs (a), (b) and (c) of this paragraph 12 are each individually essential elements of this Agreement and that, but for agreement of the Employee to comply with such covenants and agreements, the Corporation would not have agreed to employ Employee. Further, Employee expressly acknowledges that the restrictions contained in subparagraphs (a), (b) and (c) of this paragraph 12 are reasonable and necessary to accomplish the mutual objectives of the parties associated with the employment relationship and to protect the Corporation's legitimate interests and protecting its business and business relationships. Employee further acknowledges that enforcement of the restrictions contained herein will not deprive him, or any of his agents, servants or employees, or any of them, of the ability to earn a reasonable living and that any violation of the restrictions contained in this Agreement will cause irreparable injury to Corporation. Such covenants and agreements of the Employee shall be construed as agreements independent of any other provision of this Agreement and of each other. The existence of any claim or cause of action of the Employee against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of such restrictive covenants and agreements. (ii) It is agreed by the parties hereto that if any portion of the restrictive covenants and agreements set forth in subparagraphs (a), (b) and (c) of this paragraph 12 are held to be invalid, unreasonable, arbitrary or against public policy, then each such agreement shall be considered divisible both as to time, geographical area and any other relevant feature, with each month of a specified period being deemed a separate period of time and each geographical market area being deemed a separate geographical area, it being the intention of the parties that a lesser period of time, geographical area or other relevant feature shall be enforced as so long as the same is not unreasonable, arbitrary or against public policy. The parties hereto further agree that, in the event any court of competent jurisdiction determines that a specified time period, a specified geographical area or any other relevant feature is unreasonable, arbitrary or against public policy, a lesser time period, geographical area or other relevant feature which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against the Employee and Employee agrees to be bound thereby. (iii) The parties hereto agree that damages at law, including but not limited to monetary damages, will be insufficient remedy to the Corporation in the event that the restrictive covenants of subparagraphs (a), (b) and (c) of this paragraph 12 are violated and that, in addition to any remedies or rights that may be available to the Corporation, all of which other remedies or rights shall be deemed to be cumulative, retained by Corporation and not waived by the enforcement of any remedy available hereunder, including but not limited to the right to sue xxx of monetary damages; Corporation also shall be entitled, upon application to a court of competent jurisdiction, to obtain injunctive relief, including but not limited to a temporary restraining order or temporary, preliminary or permanent injunction, to enforce the provisions of this paragraph as well as an equitable accounting of all profits or benefits arising out of any such violation, all of which shall constitute rights and remedies to which the Corporation may be entitled. e(d) Employee recognizes that the restrictions set forth in this paragraph are reasonable and properly required for the adequate protection of the business of the Corporation.