Covenant Not to Compete Confidentiality. (a) Employee acknowledges that in the course of his employment by the Company he has and will become privy to various economic and trade secrets and relationships of the Company, StaffMark, Inc. and its affiliates. Therefore, in consideration of this Agreement and of the merger by the Company and a subsidiary of StaffMark, Inc., Employee hereby agrees that neither he nor his spouse nor any member of his immediate family that resides with him will, directly or indirectly, except for the benefit of the Company or its affiliates or subsidiaries, or with the prior written consent of the Board of Directors of the Company, which consent may be granted or withheld at the sole discretion of the Company's Board of Directors:
(i) During the Noncompetition Period (as hereinafter defined), become an officer, director, stockholder, partner, member, manager, associate, employee, owner, agent, creditor, independent contractor, co-venturer, consultant or otherwise, or be interested in or associated with any other person, corporation, firm or business engaged in providing temporary or permanent staffing services, outsourcing or medical or clinical staffing or recruiting (a "StaffMark, Inc. Services Business") in the State of Arkansas and, outside the State of Arkansas, within a radius of fifty (50) miles from any office operated during the Noncompetition Period by the Company, StaffMark, Inc. or any of their affiliates (collectively, the "Territory") or in any StaffMark, Inc. Services Business directly competitive with that of the Company, StaffMark, Inc. or any of their affiliates, or itself engage in such business; provided, however, that
(A) Nothing herein shall be construed to prohibit Employee from owning not more than five percent (5%) of any class of securities issued by an entity which is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or which is traded over the counter;
(B) The foregoing shall not restrict Employee with respect to businesses, other than StaffMark, Inc. Services Businesses, engaged in by the Company or its affiliates during the Noncompetition Period unless Employee either is or was substantially involved in such other businesses of the Company or such affiliates or had access to Confidential Information (as hereinafter defined) with respect to such other businesses; or
(ii) During the Noncompetition Period, in the Territory, solicit, cause or authorize, directly or indirectly, to be solicited for or on beh...
Covenant Not to Compete Confidentiality. The Executive recognizes that the services to be performed hereunder are special, unique, and extraordinary and that by reason of the Executive's prior employment with the Company and the employment contemplated by this Agreement the Executive has acquired and will acquire confidential information and trade secrets concerning the Company's operations ("Company Confidential Information") and the operations of its parent and affiliates ("Affiliate Confidential Information"). Accordingly, it is agreed that:
(a) During the Term, and for the greater of one year following the Term or any period following the Term covered by payments provided for in Section 5 hereof, the Executive will not, directly or indirectly, as an officer, director, stockholder, partner, associate, owner, employee, consultant or otherwise, become or be interested in or associated with any other corporation, firm or business engaged in the same or a similar or competitive business with the Company or any of its affiliates in any geographical area in which the Company or any of its affiliates are then engaged in business, provided that the Executive's ownership, directly or indirectly, of not more than one percent of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national securities exchange or in the over-the-counter market shall not, in any event, be deemed to be a violation of this subsection.
(b) The Executive shall not divulge to any entity or person, other than the Company or its affiliates, or, in the event of an assignment of this Agreement pursuant to Section 13 hereof, the assignee and its affiliates, if any, whether during the Term or after the expiration or termination thereof, any Company Confidential Information concerning the Company's customer lists, research or development programs or plans, processes, methods or any other of its trade secrets, except information that is then available to the public in published literature and became publicly available through no fault of the Executive.
(c) The Executive shall not divulge to any person or entity, including an assignee of this Agreement and its affiliates, but excepting the Company and its affiliates, whether during the Term or after the expiration or termination thereof, any Affiliate Confidential Information acquired by the Executive concerning the customer lists, research or development programs or plans, processes, methods or any other trade secrets of the parent or any affi...
Covenant Not to Compete Confidentiality. (a) Employee acknowledges that in the course of his employment by the Company he has and will become privy to various economic and trade secrets and relationships of the Company and its Affiliates. Therefore, in consideration of this Agreement, Employee hereby agrees that neither he nor his spouse nor any other member of his immediate family that resides with him will, directly or indirectly, except for the benefit of the Company or its Affiliates, or with the prior written consent of the Board of Directors of the Company, which consent may be granted or withheld at the sole discretion of the Company's Board of Directors:
(i) during the Noncompetition Period (as hereinafter defined) become an officer, director, stockholder, partner, member, manager, associate, employee, owner, agent, creditor, independent contractor, co-venturer, consultant or otherwise, or encourage, counsel, advise or financially assist or support his spouse or any other member of his immediate family that resides with him to be or become, or himself be or become interested in or associated with any person, corporation, firm or business engaged in a Staffing Services Business (as hereinafter defined) in the States of Indiana, Michigan, Ohio, North Carolina, South Carolina, Tennessee and Mississippi, and, outside such states, within a radius of fifty (50) miles from any office, including client on-site offices, operated during the Noncompetition Period by the Company or any of its Affiliates (the "Territory"), or in any Staffing Services Business directly competitive with that of the Company or any of its Affiliates, or himself engage in such business; provided, however, that:
(A) nothing herein shall be construed to prohibit Employee from owning not more than five percent (5%) of any class of securities issued by an entity which is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or which is traded over the counter; and
(B) the foregoing shall not restrict Employee with respect to businesses, other than Staffing Services Businesses, engaged in by the Company or its Affiliates during the Noncompetition Period unless Employee either is or was substantially involved in such other businesses of the Company or such Affiliates or had access to Confidential Information (as hereinafter defined) with respect to such other businesses;
(ii) during the Noncompetition Period in the Territory, solicit, cause or authorize, directly or indirectly, to be solicited...
Covenant Not to Compete Confidentiality. (a) Employee acknowledges that in the course of her employment by the Company she has and will become privy to various economic and trade secrets and relationships of the Company and its subsidiaries under its direct control ("Subsidiaries").
Covenant Not to Compete Confidentiality. During the term of this Agreement and for a period of three (3) years after the termination of this Agreement, neither Consultant nor McMullen shall engage in any activity that competes wxxx xxx line of business engaged in by JJMA, including, but not limited to the business of commercial ship and detail design, naval ship and combat systems and marine technical and management services (collectively, "Line of Business"), whether acting as an officer, director, employee, consultant, shareholder, owner, partner, fiduciary or in any other individual or representative capacity whatsoever, and shall not otherwise use to its or his own advantage, or to the advantage of any other person, corporation, or other entity, or disclose to any other person, corporation, or other entity, any non-public information as to the clients, customers, prospects, properties, prices, sales practices, manner of operation, plans, trade secrets, patents, processes, relationships with clients and customers or any other non-public information concerning the Company or JJMA and/or their respective businesses or solicit or induce (or seek to induce) any employee of JJMA to leave such employment. Notwithstanding the foregoing, Consultant and Dr. John J. McMullen may invest its or his assets in xxxx xxxx xx manner as deemed appropriate; provided, however, that such investments shall not require any substantial services on the part of Consultant or Dr. McMullen in the operation of the affairs of the cxxxxxx xx xxtity in which such investments are made if such company or entity competes with a Line of Business. The parties acknowledge the foregoing covenants are reasonable in scope and necessary for the Company to receive the full benefit of the consulting services to be provides hereunder. The Company shall have the option in its sole discretion to reduce the scope and extent of the foregoing covenants, by written notice to Consultant, either before or after adjudication of the legality or enforceability of said covenants, whereupon said covenants shall be valid and enforceable against Consultant and McMullen. If a court should conclude that the foxxxxxxx covenants are unenforceable according to their terms either because of their duration, the geographic area covered thereby or the scope of the subject matter covered, the parties hereby agree that the court shall reduce such duration, geographic area or scope so that the resulting duration, geographic area and scope shall be the maximum that...
Covenant Not to Compete Confidentiality. 6.1 The Executive acknowledges and recognizes that the services to be performed by him hereunder are special, unique and extraordinary and that as a result of his employment hereunder, the Executive will acquire confidential information and trade secrets concerning the operations of the Company. Accordingly, the Executive agrees that until the later to occur of July 1, 1999 and the third anniversary of a change of control resulting in the termination of Executive's employment pursuant to Section 8.3 below (the "Restriction Period"), the Executive will not, directly or indirectly, as an officer, director, stockholder, partner, associate, employee, consultant, owner, agent, creditor, co-venturer or otherwise (A) become or be interested in or associated with any other corporation, firm or business engaged in any business in competition with that of the Company or (B) solicit, direct, take-away, contact or approach (I) any employee of the Company in order to cause such employee to terminate his or her employment with the Company, or (II) any client of the Company in order to cause such client to take its business to an unrelated entity. The Executive's ownership, directly or indirectly, of securities of any entity of not more than two percent (2%) of any class of the issued and outstanding securities of such entity shall not in any event be deemed to be a violation of the provisions of this Section 6.1.
6.2 Other than in the course of the Company's business or as required by law, the Executive shall not divulge to any person or entity, during the Term and thereafter, any confidential or proprietary information (i) concerning the Company, (ii) concerning the conduct and details of the business of the Company, or (iii) which the Executive may have acquired in the course of, or as an incident to, his employment by the Company. For purposes of this Section 6.2, confidential information shall not include any information which is now known by the general public, or which becomes known by the general public other than as a result of any violation of the terms of this Section 6.2 by the Executive.
Covenant Not to Compete Confidentiality. (a) In order to induce Buyer and Acquisition Co. to enter into this Agreement and to induce Buyer and Acquisition Co. to consummate the transactions contemplated hereby, each Seller, as well as Hxxxxxx and Axxxxxxx (collectively, the “Restricted Parties”) hereby agree that, for a period of three (3) years after the Closing Date (the “Restricted Period”), such Restricted Party shall not, directly or indirectly, either alone or in conjunction with any other person, whether as a stockholder, partner, member, manager, employee, officer, director, joint venturer, investor, lender, consultant or in any other capacity whatsoever:
(i) own, manage, control, operate, be employed by, perform services for, consult with, solicit business for, participate in, or be connected with the ownership, management, operation or control of any Covered Business; provided, that such Restricted Party may own up to 1% of any class of securities that is listed or admitted to trading on a national securities exchange. For purposes of this Agreement, “Covered Business” shall mean the production, wholesale distribution and marketing or selling of (A) granola, cereal, gluten-free baked goods or any other products produced, distributed, marketed or sold by Company within the twelve (12) months immediately preceding the date of this Agreement; or (B) gluten-free sandwich thins, gluten-free baguettes, gluten-free seasonal muffins, gluten-free tortillas, gluten-free pita chips, gluten-free bagel chips, gluten-free frozen meals, gluten-free “no wheat” thin, and gluten-free cheddar crisps (the products referred to in clauses (A) and (B) above, are referred to as “Competing Products”), in each case anywhere in Canada, the European Community or the U.S.;
Covenant Not to Compete Confidentiality. (a) Employee acknowledges that in the course of his employment by the Company he has and will become privy to various economic and trade secrets and relationships of the Company and its Affiliates. Therefore, in consideration of this Agreement, Employee hereby agrees that neither he nor his spouse nor any other member of his immediate family that resides with him will, directly or indirectly, except for the benefit of the Company or its Affiliates, or with the prior written consent of the Board of Directors of the Company, which consent may be granted or withheld at the sole discretion of the Company's Board of Directors:
(i) during the Noncompetition Period (as hereinafter defined) become an officer, director, stockholder, partner, member, manager, associate, employee, owner, agent, creditor, independent contractor, co-venturer, consultant or otherwise, or encourage, counsel, advise or financially assist or support his spouse or any other member of his immediate family that resides with him to be or become, or himself be or become interested in or associated with any person, corporation, firm or business engaged in a Staffing Services Business (as hereinafter defined) in the States of Indiana,
Covenant Not to Compete Confidentiality. Employee expressly recognizes and acknowledges that:
(a) The Employers have developed and established a valuable and extensive clientele for its real estate information reporting services.
(b) The Employers' business connections and clients have been established and maintained at great expense and are of great value to the Employers.
(c) Employee has and will become familiar with and possessed of the manner, method, secrets, and confidential and proprietary information pertaining to the Employers' business methods and the business requirements and needs of their clients (collectively, "Confidential Information").
(d) By virtue of this Agreement and predecessor agreements, Employee has and will become personally acquainted with the clients, business methods, and trade secrets of the Employers.
(e) In recognition and in consideration of the foregoing, Employee expressly covenants and agrees as follows:
(i) During the term of this Agreement and continuing until the Non-Competition Termination Date (as hereinafter defined), Employee shall not in any way, directly or indirectly, for himself or on behalf of or in conjunction with any other person or entity, solicit for the benefit of a Competitive Business (as defined below), divert, take away, or attempt to take away, any of Employers' clients or the business or patronage of any such clients. For purposes of applying this provision after the termination or expiration of the Employment Period, "clients" shall mean any person or entity to whom the Employers provided their services within six months prior to such effective date of termination or expiration.
Covenant Not to Compete Confidentiality. Seller agrees that for a period of three years after the Closing Date, neither it nor any of its Affiliates will, directly or indirectly, (i) own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the design, manufacturing or marketing of the Products or that otherwise competes with the Business or (ii) disclose, reveal, divulge or communicate to any person or entity other than authorized officers, directors and employees of Buyer, or use or other wise exploit for its own benefit or for the benefit of anyone other than Buyer, any Confidential Information (as defined below). Seller shall not have any obligation to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically
