Common use of Covenant Clause in Contracts

Covenant. The Executive acknowledges that his employment by the Company, will, throughout the Term, bring him into close contact with many confidential affairs of the company, including, without limitation, information about ownership of the company, customer lists, costs, profits, markets, sales, key personnel, pricing polices, and other business affairs and methods and other information not readily available to the public, and plans for future development. The Executive further acknowledges that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character. In recognition of the foregoing, Executive covenants and agrees: (i) the Executive shall use all reasonable efforts to protect the confidential matters of the Company and shall keep secret all such confidential matters, including without limitation, the terms and provisions of this Agreement, and shall not intentionally disclose such matters to anyone outside of the Company except as required in the performance of his duties under this Agreement, either during or after the Term, except with the Company’s written consent, provided that: (1) Executive shall have no such obligation to the extent such matters are or become publicly known other than as a result of Executive’s breach of his obligations hereunder; (2) Executive may, after giving prompt written notice to the Company to the extent practicable under the circumstances, disclose such matters to the extent required by applicable laws or governmental regulations or judicial or regulatory proceedings; and (3) Executive may disclose the terms and provisions of this Agreement to his spouse and legal tax and financial advisors, provided however, they agree in writing to be bound by the confidentiality provisions hereof; (ii) The Executive shall deliver promptly to the Company on termination of his employment by the Company, or at any other time the Company may so request, at the Company’s expense, all memoranda, notes, records, reports and other documents, and all copies thereof relating to the Company’s business, which Executive obtained while employed, or otherwise serving or acting on behalf of, the Company and which he may then possess or have under his control other than publicly available documents or documents related to the terms and conditions of Executive employment;

Covenant. The Executive acknowledges that his employment by -------- the Company, will, throughout the Term, bring him into close contact with many confidential affairs of the company, including, without limitation, information about ownership of the company, customer lists, costs, profits, markets, sales, key personnel, pricing polices, and other business affairs and methods and other information not readily available to the public, and plans for future development. The Executive further acknowledges that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character. In recognition of the foregoing, Executive covenants and agrees: (i) the Executive shall use all reasonable efforts to protect the confidential matters of the Company and shall keep secret all such confidential matters, including without limitation, the terms and provisions of this Agreement, and shall not intentionally disclose such matters to anyone outside of the Company except as required in the performance of his duties under this Agreement, either during or after the Term, except with the Company’s 's written consent, provided that: (1) Executive shall have no such obligation to the extent such matters are or become publicly known other than as a result of Executive’s 's breach of his obligations hereunder; (2) Executive may, after giving prompt written notice to the Company to the extent practicable under the circumstances, disclose such matters to the extent required by applicable laws or governmental regulations or judicial or regulatory proceedings; and (3) Executive may disclose the terms and provisions of this Agreement to his spouse and legal tax and financial advisors, provided however, they agree in writing to be bound by the confidentiality provisions hereof; (ii) The Executive shall deliver promptly to the Company on termination of his employment by the Company, or at any other time the Company may so request, at the Company’s 's expense, all memoranda, notes, records, reports and other documents, and all copies thereof relating to the Company’s 's business, which Executive obtained while employed, or otherwise serving or acting on behalf of, the Company and which he may then possess or have under his control other than publicly available documents or documents related to the terms and conditions of Executive employment;

Covenant. The Executive acknowledges that his employment by the Company-------- Company (which, for purposes of this Section 9 shall mean the Company and its affiliated companies) will, throughout the Termterm of employment, bring him into close contact with many confidential affairs of the companyCompany, including, without limitation, including information about ownership of the company, customer lists, costs, profits, markets, sales, products, key personnel, pricing policespolicies, operational methods, technical processes and other business affairs and methods and other information not readily available to the public, and plans for future development. The Executive further acknowledges that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character. In recognition of the foregoing, Executive covenants and agrees: (i) the 9.1.1 Executive shall use will keep secret all reasonable efforts to protect the confidential matters of the Company and shall keep secret all such confidential mattersCompany, including without limitation, the terms and provisions of this Agreement, and shall will not intentionally disclose such matters to anyone outside of the Company except as required in the performance of his duties under this AgreementCompany, either during or after the Termterm of employment, except with the Company’s 's written consent, provided that: that (1i) Executive shall have no such obligation to the extent such matters are or become publicly known other than as a result of Executive’s 's breach of his obligations hereunder; , (2ii) Executive may, after giving prompt written prior notice to the Company to the extent practicable under the circumstances, disclose such matters to the extent required by applicable laws or governmental regulations or judicial or regulatory proceedings; process and (3iii) Executive may disclose the terms and provisions of this Agreement to his spouse and legal legal, tax and financial advisors, provided however, they agree in writing to be bound by the confidentiality provisions hereof; (ii) The 9.1.2 Executive shall will deliver promptly to the Company on termination of his employment by the Company, or at any other time the Company may so request, at the Company’s 's expense, all memoranda, notes, records, reports and other documents, documents (and all copies thereof thereof) relating to the Company’s 's business, which Executive he obtained while employedemployed by, or otherwise serving or acting on behalf of, the Company and which he may then possess or have under his control other than publicly available documents control; and 9.1.3 If the term of employment is terminated pursuant to Section 4 or documents related Section 5, or if the term of employment terminates as scheduled, for a period of one year after such termination, without the consent of the Company, Executive will not employ, and will not cause any entity of which he is an affiliate to employ, any person who was a full-time executive employee of the terms and conditions Company or any of Executive employment;its affiliated companies at the date of such termination or within six months prior thereto.

Covenant. The Executive acknowledges that his employment by the Company, will, throughout the Term, bring him into close contact with many confidential affairs of the companyCompany, including, without limitation, information about ownership of the company, customer lists, costs, profits, markets, sales, key personnel, pricing policespolicies, and other business affairs and methods and other information not readily available to the public, and plans for future development. The Executive further acknowledges that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character. In recognition of the foregoing, the Executive covenants and agrees: (i) the Executive shall use all reasonable efforts to protect the confidential matters of the Company and shall keep secret all such confidential matters, including without limitation, the terms and provisions of this Agreement, and shall not intentionally disclose such matters to anyone outside of the Company except as required in the performance of his duties under this Agreement, either during or after the Term, except with the Company’s written consent, provided that: (1) the Executive shall have no such obligation to the extent such matters are or become publicly known other than as a result of the Executive’s breach of his obligations hereunder; (2) the Executive may, after giving prompt written notice to the Company to the extent practicable under the circumstances, disclose such matters to the extent required by applicable laws or governmental regulations or judicial or regulatory proceedings; and (3) the Executive may disclose the terms and provisions of this Agreement to his spouse and legal tax and financial advisors, provided however, they agree in writing to be bound by the confidentiality provisions hereof; (ii) The Executive shall deliver promptly to the Company on termination of his employment by the Company, or at any other time the Company may so request, at the Company’s expense, all memoranda, notes, records, reports and other documents, and all copies thereof relating to the Company’s business, which the Executive obtained while employed, or otherwise serving or acting on behalf of, the Company and which he may then possess or have under his control other than publicly available documents or documents related to the terms and conditions of the Executive employment;

Covenant. The Executive acknowledges that his employment by the Company, will, throughout the Term, bring -------- Company brings him into close contact with many confidential affairs of the companyCompany, including, without limitation, information about ownership of the company, customer lists, costs, profits, markets, sales, products, intellectual property, key personnel, pricing policespolicies, operational methods, technical processes, strategic plans and other business affairs and methods and other information not readily available to the publicpublic (collectively, and plans for future development"Confidential Information"). The Executive further acknowledges that the services performed by him pursuant to be performed under this Agreement his employment with the Company are of a special, unique, unusual, extraordinary and intellectual character. In recognition of the foregoing, the Executive covenants and agrees: (i) the The Executive shall use all reasonable efforts to protect the confidential matters of the Company Company's Confidential Information and shall keep secret all such confidential mattersConfidential Information, including without limitation, the terms and provisions of this Agreement, and shall not intentionally disclose such matters Confidential Information to anyone outside of the Company except as required in the performance of his duties under this Agreementduties, either during or after his employment by the TermCompany, except with the Company’s 's written consent, provided that: that (1A) the Executive shall have no such obligation to the extent such matters are Confidential Information is or become becomes publicly known other than as a result of the Executive’s 's breach of his obligations hereunder; (2B) the Executive may, after giving prompt written notice to the Company to the extent practicable under the circumstances, disclose such matters Confidential Information to the extent required by applicable laws or governmental regulations or judicial or regulatory proceedings; and (3C) the Executive may disclose the terms and provisions of this Agreement to his spouse and legal legal, tax and financial advisors, provided however, they agree in writing to be bound by the confidentiality provisions hereof; (ii) The Executive shall deliver promptly to the Company on termination of his employment by the Company, or at any other time the Company may so request, at the Company’s 's expense, all memoranda, notes, records, reports and other documents, documents containing Confidential Information and all copies thereof relating to other property of the Company’s business, which the Executive obtained while employedemployed by, or otherwise serving or acting on behalf of, the Company and which he may then possess or have under his control other than publicly available documents or documents related to the terms and conditions of the Executive's employment; and (iii) For a period of one year following the date that the Executive's employment by the Company terminates for any reason, the Executive employment;shall not, for any reason, solicit (or assist or encourage the solicitation of) any employee of the Company to work for the Executive or for any entity of which the Executive is an affiliate. For the purposes of this Section 3(a)(iii), the term "solicit any employee" shall mean the Executive contacting or providing information to others who may be reasonably expected to contact any employee of the Company regarding such employee's interest in seeking employment with the Executive or any affiliated entity, but shall not include general print advertising for personnel or responding to an unsolicited request for a personal recommendation for or evaluation of an employee of the Company. (iv) For a period of one year following the date that the Executive's employment by the Company terminates for any reason, the Executive shall not employ, and shall not cause any entity of which the Executive controls to employ, any person who was a full-time employee of the Company at the date of such termination or within six (6) months prior thereto without the prior consent of a majority of the Board.