Common use of Covenant Not to Compete/Solicit Clause in Contracts

Covenant Not to Compete/Solicit. The Employee hereby provides the Company with the following covenants: (a) The Employee recognizes and acknowledges that the Proprietary Information (as hereinafter defined) is a valuable, special and unique asset of the Company. As a result, both during the Term and thereafter, the Employee shall not, without the prior written consent of the Company, for any reason, either directly or indirectly, divulge to any third-party or use for his own benefit, or for any purpose other than the exclusive benefit of the Company, any confidential, proprietary, business and technical information or trade secrets of any of the Company or of any subsidiary or affiliate thereof (the “Proprietary Information”) revealed, obtained or developed in the course of his employment with the Company. Proprietary Information shall include, but shall not be limited to: technical information, including research design, results, techniques and processes; computer codes or instructions (including source and object code listings, program logic algorithms, subroutines, modules or other subparts of computer programs and related documentation, including program notation); computer processing systems and techniques; concepts, layouts, flowcharts and specifications; know-how; any associated user or service manuals or other like textual materials (including any other data and materials used in performing the Employee’s duties); all computer inputs and outputs (regardless of the media on which stored or located); hardware and software configurations, designs, architecture and interfaces; technical management information, including project proposals, research plans, status reports, performance objectives and criteria, and analyses of areas for business development; and business information, including project, financial, accounting and personnel information, business strategies, plans and forecasts, customer and supplier lists, customer and supplier information and sales and marketing plans, efforts, information and data. In addition, “Proprietary Information” shall include all information and materials received from a third party by the Company or the Employee which third party is subject to an obligation of confidentiality and/or non-disclosure. Nothing contained herein shall restrict the Employee’s ability to make such disclosures during the Term as may be necessary to the effective and efficient discharge of the duties required by the position or as such disclosures may be required by law, as determined by counsel to the Company. Furthermore, nothing contained herein shall restrict the Employee from divulging or using for his own benefit or for any other purpose any Proprietary Information that is (a) readily available to the general public so long as such information did not become available to the general public as a direct or indirect result of the Employee’s breach of this Section, or (b) was known to the Employee prior to its disclosure to him by the Company. Failure by the Company to mxxx any of the Proprietary Information as confidential or proprietary shall not affect its status as Proprietary Information under the terms of this Agreement.

Covenant Not to Compete/Solicit. The Employee hereby provides the Company with the following covenants: (a) The Employee recognizes and acknowledges that the Proprietary Information (as hereinafter defined) is a valuable, special and unique asset of the Company. As a result, both during the Term and thereafter, the Employee shall not, without the prior written consent of the Company, for any reason, either directly or indirectly, divulge to any third-party or use for his own benefit, or for any purpose other than the exclusive benefit of the Company, any confidential, proprietary, business and technical information or trade secrets of any of the Company or of any subsidiary or affiliate thereof (the “Proprietary Information”) revealed, obtained or developed in the course of his employment with the Company. Proprietary Information shall include, but shall not be limited to: technical information, including research design, results, techniques and processes; computer codes or instructions (including source and object code listings, program logic algorithms, subroutines, modules or other subparts of computer programs and related documentation, including program notation); computer processing systems and techniques; concepts, layouts, flowcharts and specifications; know-how; any associated user or service manuals or other like textual materials (including any other data and materials used in performing the Employee’s duties); all computer inputs and outputs (regardless of the media on which stored or located); hardware and software configurations, designs, architecture and interfaces; technical management information, including project proposals, research plans, status reports, performance objectives and criteria, and analyses of areas for business development; and business information, including project, financial, accounting and personnel information, business strategies, plans and forecasts, customer and supplier lists, customer and supplier information and sales and marketing plans, efforts, information and data. In addition, “Proprietary Information” shall include all information and materials received from a third party by the Company or the Employee which third party is subject to an obligation of confidentiality and/or non-disclosure. Nothing contained herein shall restrict the Employee’s ability to make such disclosures during the Term as may be necessary to the effective and efficient discharge of the duties required by the position or as such disclosures may be required by law, as determined by counsel to the Company. Furthermore, nothing contained herein shall restrict the Employee from divulging or using for his own benefit or for any other purpose any Proprietary Information that is (a) readily available to the general public so long as such information did not become available to the general public as a direct or indirect result of the Employee’s breach of this Section, or (b) was known to the Employee prior to its disclosure to him by the Company. Failure by the Company to mxxx xxxx any of the Proprietary Information as confidential or proprietary shall not affect its status as Proprietary Information under the terms of this Agreement.

Covenant Not to Compete/Solicit. The Employee Future hereby provides the Company with the following covenants: (a) The Employee Future recognizes and acknowledges that the Proprietary Information (as hereinafter defined) is a valuable, special and unique asset of the Company. As a result, both during the Term and thereafter, the Employee Future shall not, and shall cause its principals, employees and agents not to, without the prior written consent of the Company, for any reason, either directly or indirectly, divulge to any third-party or use for his its own benefit, or for any purpose other than the exclusive benefit of the Company, any confidential, proprietary, business and technical information or trade secrets of any of the Company or of any subsidiary or affiliate thereof (the “Proprietary Information”) revealed, obtained or developed in the course of his employment its retention with the Company. Proprietary Information shall include, but shall not be limited to: technical information, including research design, results, techniques and processes; computer codes or instructions (including source and object code listings, program logic algorithms, subroutines, modules or other subparts of computer programs and related documentation, including program notation); computer processing systems and techniques; concepts, layouts, flowcharts and specifications; know-how; any associated user or service manuals or other like textual materials (including any other data and materials used in performing the EmployeeFuture’s duties); all computer inputs and outputs (regardless of the media on which stored or located); hardware and software configurations, designs, architecture and interfaces; technical management information, including project proposals, research plans, status reports, performance objectives and criteria, and analyses of areas for business development; and business information, including project, financial, accounting and personnel information, business strategies, plans and forecasts, customer and supplier lists, customer and supplier information and sales and marketing plans, efforts, information and data. In addition, “Proprietary Information” shall include all information and materials received from a third party by the Company or the Employee Future which third party is subject to an obligation of confidentiality and/or non-disclosure. Nothing contained herein shall restrict the EmployeeFuture’s or its principals’, employees’ or agents’ ability to make such disclosures during the Term as may be necessary to the effective and efficient discharge of the duties required by the position or as such disclosures may be required by law, as determined by counsel to the Company. Furthermore, nothing contained herein shall restrict the Employee Future or its principals, employees or agents from divulging or using for his its own benefit or for any other purpose any Proprietary Information that is (a) readily available to the general public so long as such information did not become available to the general public as a direct or indirect result of the EmployeeFuture’s breach of this Section, or (b) was known to the Employee Future prior to its disclosure to him by the Company. Failure by the Company to mxxx xxxx any of the Proprietary Information as confidential or proprietary shall not affect its status as Proprietary Information under the terms of this Agreement.