Covenant of Employee. (a) Employee recognizes that the services to be performed by him pursuant to this Agreement are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Company’s goodwill that Employee agree, and accordingly, Employee does hereby agree and covenant (the “Covenant Not to Compete”), that Employee will not, directly or indirectly, except for the benefit of the Company:
(i) become an officer, director, more than 5% stockholder, partner, employee, proprietor, creditor or co-venturer of any corporation, firm or business engaged in the Territory (as hereinafter defined) in the same business as that of the Company (including the Company’s present and future subsidiaries and affiliates) as such business shall exist on the day hereof and during the Employment Period; or
(ii) solicit, or cause or authorize, directly or indirectly, to be solicited for employment for or on behalf of himself or third parties, any persons who were at any time during the Employment Period hereunder, employees of the Company (including the Company’s present and future subsidiaries and affiliates) (except for general solicitations made to the public at large); or
(iii) employ or cause or authorize, directly or indirectly, to be employed for or on behalf of himself or third parties, any such employees of the Company (including the Company’s present and future subsidiaries and affiliates); or
(iv) use the tradenames, trademarks, or trade dress of any of the products of the Company (including the Company’s present and future subsidiaries and affiliates); or any substantially similar tradename, trademark or trade dress likely to cause, or having the effect of causing, confusion in the minds of manufacturers, customers, suppliers and retail outlets and the public generally. The solicitation or acceptance of orders outside the Territory for shipment to, or delivery in, any of part of the Territory shall constitute doing business in the Territory in violation of this Covenant. Employee acknowledges his intention that the Company shall have the broadest possible protection of the value of the business in the Territory consistent with public policy, and it will not violate the intent of the parties if any court should determine that, consistent with established precedent of the forum state, the public policy of such state requires a more limited restriction in geographical area or duration of the aforesaid covenant not to compete, contained in...
Covenant of Employee. As a material inducement to Employer to enter into this Agreement, Employee agrees to promptly inform Employer if Employee is the subject of any regulatory agency’s investigation for violation of state or federal securities law or has a judgment against him for violation of these laws in any civil action in any court.
Covenant of Employee. Employee acknowledges that he has specialized knowledge and experience in Employer's business, that his reputation and contracts within the industry are considered of great value to Employer and that if his knowledge, experience, reputation or contacts are used to compete accordingly agrees that for a period of one (1) year following the termination of Employee's employment hereunder, Employee shall not (except as his duties as an employee of Employer may require), without the prior written consent of the Board of Directors of Employer, directly or indirectly:
i. Contract or solicit for the purpose of engaging in the business of the same general character as then engaged in by Employer, or divulge to any person, firm or corporation the name, address or requirements of, or perform services of the same general character as those performed by Employer for, any person, firm, corporation or other entity who is or at any time during the two (2) years preceding the date of this Agreement had been, a customer of Employer;
ii. Solicit for employment any of the employees, agents or representatives of Employer;
iii. Own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with any business or enterprise, whether in corporate, proprietorship or partnership form or otherwise, engaged in the business of the same character as that then engaged in by the Employer in those cities or counties of the State of California (the "Prohibited Territory"), including the carrying on of a business which may be located elsewhere but which involves sales or any activity within the Prohibited Territory; or
iv. Use his name or permit his name to be used in connection with any business or enterprises engaged in the business of the same character as that then engaged in the business of the same character as that then engaged in by Employer in the Prohibited Territory, including the carrying on of a business which may be located elsewhere but which involves sales or any activity within the stipulated city or county.
Covenant of Employee. The Employee acknowledges that the Employee's work will give the Employee access to the confidential affairs and proprietary information of the Corporation. Therefore, the agreements and covenants of the Employee contained in this Section 9 are essential to the business and goodwill of the Corporation and the Corporation would not have entered into this Agreement but for the covenants and agreements set forth in this Section 9. Accordingly, the Employee covenants and agrees that:
a. During his employment 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 Corporation, all confidential matters relating to the Company's Business, including without limitation information relating to customers, clients, suppliers, proprietary technology, sources of supply, customer list, rates, commissions paid, or other data and information about the Corporation or its Business, except with the Corporations prior written consent.
b. The Employee also covenants that he will deliver promptly to the Company on termination of employment with the Corporation for any reason, all memoranda, manuals, notes, records, data, databases, reports and other documents in any form whatsoever, related to the Corporation's Business, which the Employee obtained while employed and which Employee may have under his control.
c. The Employee acknowledges and agrees that any breach by him of any of the provisions of Section 9 would result in irreparable injury and damage for which money damages would not provide adequate remedy. Therefore, if the Employee beaches, or threatens to commit a breach of, any of the provisions of Section 9, the Corporation shall have the following rights and remedies: the rights and remedy to have the specified covenants specifically enforced by any court having equity jurisdiction and the right and remedy to require the Employee to account for any pay over to the Corporation all compensation, profits, monies, accruals, increments or other benefits derived or received by him as the result of any transactions constituting a breach of the restrictive covenants.
Covenant of Employee. The Employee hereby covenants that he is currently a bona fide resident of the State of Iowa.
Covenant of Employee. In consideration of the Company's entering into this Agreement, the Company's agreement to provide Employee with Proprietary Information and specialized training, and the Company's agreement to provide the Base Salary and other benefits to Employee, the receipt and sufficiency of which are hereby acknowledged by Employee, Employee covenants as follows:
