Covenants and Confidential Information. (a) The Executive acknowledges the Company’s reliance and expectation of the Executive’s continued commitment to performance of his duties and responsibilities during the term of this Employment Agreement. In light of such reliance and expectation on the part of the Company:
(i) During the term of this Employment Agreement and, during the one-year period following the termination of this Employment Agreement, the Executive shall not: (A) own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity engaged in the business of, or otherwise engage in the business of, acquiring, owning, developing or managing self-storage facilities; provided, however, that the ownership of not more than one percent (1%) of any class of publicly traded securities of any entity is permitted ; or (B) directly or indirectly or by acting in concert with others, employ or attempt to employ or solicit for any employment competitive with the Company, any Company employees.
(ii) During and after the term of this Employment Agreement, the Executive shall not, directly or indirectly, disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of, the Company, any confidential information relating to the Company’s operations, properties or otherwise to its particular business or other trade secrets of the Company, it being acknowledged by the Executive that all such information regarding the business of the Company compiled or obtained by, or furnished to, the Executive while the Executive shall have been employed by or associated with the Company is confidential information and the Company’s exclusive property; provided, however, that the foregoing restrictions shall not apply to the extent that such information (A) is clearly obtainable in the public domain, (B) becomes obtainable in the public domain, except by reason of the breach by the Executive of the terms hereof, (C) was not acquired by the Executive in connection with his employment or affiliation with the Company, (D) was not acquired by the Executive from the Company or its representatives, or (E) is required to be disclosed by rule or law or by order of a court or governmental body or agency.
(b) The Executive agr...
Covenants and Confidential Information. Executive acknowledges DDR’s reliance on and expectation of Executive’s continued commitment to performance of Executive’s duties and responsibilities during the Contract Period while Executive is employed by DDR and Executive assumes the obligations set out in this Section 12 in light of that reliance and expectation on the part of DDR.
Covenants and Confidential Information. Executive acknowledges SITE Centers’ reliance on and expectation of Executive’s continued commitment to performance of Executive’s duties and responsibilities during the Contract Period while Executive is employed by SITE Centers and Executive assumes the obligations set out in this Section 12 in light of that reliance and expectation on the part of SITE Centers.
Covenants and Confidential Information. A. Executive agrees that for the applicable period specified below in Paragraph 5B, he will not, directly or indirectly, do any of the following:
(1) Own, manage, control, or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise, with any other corporation, partnership, proprietorship, firm, association or other business entity, or otherwise engage in any business which is competitive with or adverse to Employer's business or related interests; provided, however, that the ownership of not more than one percent (1%) of the stock of any publicly traded corporation shall not be deemed a violation of this covenant;
(2) Solicit or induce any person who is an employee, officer, agent or customer of Employer to terminate said relationship;
(3) Employ, assist in employing, or otherwise associate in business with any employee or officer of Employer, unless authorized by the Compliance Committee;
(4) Disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner in competition with or contrary to the interest of Employer, the customer lists, inventions, ideas, discoveries, manufacturing methods, product research or engineering data or other trade secrets of Employer, it being acknowledged by Executive that all such information regarding Employer developed, compiled or obtained by or furnished to Executive while he shall have been employed by or associated with Employer is confidential information and the exclusive property of Employer.
B. The provisions of subparagraphs 5A (1), 5A (2) and 5A (3) shall apply to Executive so long as Executive is employed by the Company. In the event Executive is terminated during the Term for "cause" (as defined in Paragraph 7 below), or otherwise voluntarily discontinues employment with the Company during the Term, the provisions of subparagraphs 5A (1), 5A (2), and 5A (3) shall be operative for a period of ninety (90) days from the date of such termination or discontinuation of employment. In the event Executive is terminated during or after the Term without "cause" (as provided below in Paragraph 8), the provisions of 5A(1), 5A(2), and 5A(3) shall apply to Executive so long as Executive is receiving compensation from the Company. The obligations specified in Paragraph 5A (4) are of a continuing nature and shall remain in full force and effect at all times during and beyond Executive's peri...
Covenants and Confidential Information. Kraeutler and Meridian hereby reaffirm the terms of that certain Non-Competition and Confidentiality Agreement by and among Meridian and its affiliated companies and its subsidiaries and Kraeutler dated October 8, 1992. Such agreement is hereby incorporated herein by reference.
Covenants and Confidential Information. The Executive acknowledges the Company’s reliance and expectation of the Executive’s continued commitment to performance of his duties and responsibilities during the term of this Employment Agreement. In light of such reliance and expectation on the part of the Company:
Covenants and Confidential Information. Executive acknowledges the Company and Xxxxx of Xxxx are relying on and expecting Executive’s continued commitment to performance of his duties and responsibilities during the time when Executive is employed by the Company under this Agreement. Executive acknowledges and agrees that his responsibilities are worldwide in scope and that, as a result, the geographic and other restrictions herein on Executive’s ability to compete are fair and reasonable. In light of such reliance and expectation on the part of the Company and Xxxxx of Xxxx, Executive agrees he will not:
(a) disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of, the Company, Xxxxx of Xxxx or its subsidiaries, any confidential information relating to the Company, Xxxxx of Xxxx or any of its subsidiaries’ respective operations, properties or otherwise to its particular business or other trade secrets of the Company, Xxxxx of Xxxx or any of its subsidiaries, it being acknowledged by Executive that all such information regarding the business of the Company, Xxxxx of Xxxx or its subsidiaries compiled or obtained by, or furnished to, Executive while Executive shall have been employed by or associated with the Company, Xxxxx of Xxxx or its subsidiaries is confidential information and the exclusive property of Company, Xxxxx of Xxxx or its subsidiaries, as the case may be; provided, however, that the foregoing restrictions shall not apply to the extent that such information (A) is obtainable in the public domain or known in the industry generally, (B) becomes obtainable in the public domain or known in the industry generally, except by reason of the breach by Executive of the terms hereof, or (C) is required to be disclosed by rule of law or by order of a court or governmental body or agency.
(b) During the Term and for a period ending on the first anniversary of the date of termination of Executive’s employment with the Company for any reason, Executive shall not, directly or indirectly:
(i) engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing or control of, be employed by, associated with, or in any manner connected with, lend Executive’s name or any similar name to, lend Executive’s credit to, or render services or advice to, any business whose products or activities compete in whole or in part with the products or activities sold or engaged i...
Covenants and Confidential Information. (a) Employee agrees that during the term of this Employment Agreement and (1) for a period of two (2) years thereafter if Employee's employment is terminated for cause, and (2) as to clause (iv) of this Subsection (a), at any time after the term of this Employment Agreement, he will not, directly or indirectly, do or suffer any of the following:
(i) Own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which competes with the business of Employer or any of Employer's affiliated or subsidiary corporations (as conducted on the date Employee ceases to be employed by Employer in any capacity, including as a consultant); provided, however, that the ownership of not more than one percent (1%) of the stock of any publicly traded corporation shall not be deemed a violation of this covenant; and, provided further, that employment by a division of a corporation which corporation competes with the business of Employer shall not be deemed to be a violation of this covenant as long as such division does not compete with the business of Employer or any of Employer's affiliated or subsidiary corporations and as long as Employee does not render services or assistance to such corporation or to divisions or affiliated or subsidiary corporations of such corporation which services or assistance is involved in or facilitates such business which competes with the business of Employer or any of Employer's affiliated or subsidiary corporations.
(ii) Employ, assist in employing, or otherwise associate in business with any present or former or future employee or officer of Employer or any of Employer's affiliated or subsidiary corporations.
(iii) Induce any person who is an employee or officer of Employer or any of Employer's affiliated or subsidiary corporations to terminate said relationship.
(iv) Disclose, divulge, discuss, copy or otherwise use in any manner, in competition with, or contrary to the interests of, Employer or any of Employer's affiliated or subsidiary corporations, the customer lists, manufacturing methods, product research or engineering data or other trade secrets of Employer or any of Employer's affiliated or subsidiary corporations, it being acknowledged by Employee that all su...
Covenants and Confidential Information. (a) The Employee agrees that so long as he is employed by the Company and for a period of one (1) year thereafter and, as to subsection 9(a)(v) below, at any time after the Term of Employment he will not, directly or indirectly, do or suffer any of the following:
(i) Own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in any business that is engaged in any manner in, or otherwise competes with, the business of the Company or any of the Company's affiliates or subsidiaries (as conducted on the date the Employee ceases to be employed by the Company in any capacity, including as a consultant) in any state in the United States or any foreign country in which the Company or such affiliates or subsidiaries are then doing business and then only with respect to the business of the Company, its affiliates or subsidiaries then being conducted in such states or countries; provided, however, that the ownership of not more than 1% of the stock of any publicly traded corporation shall not be deemed a violation of this covenant.
(ii) Employ, assist in employing, or otherwise associate in business with any present or former or future employee, officer or agent of the Company or any of the Company's affiliates or subsidiaries.
(iii) Induce any person who is an employee, officer, agent, customer or supplier of the Company or any of the Company's affiliates or subsidiaries to terminate said relationship.
(iv) Solicit or direct business of any current or prospective customers of the Company, its affiliates or subsidiaries, who are current or prospective customers during the Term of Employment, either for himself or for any other individual or entity or advise any person or entity with respect thereto. As used herein, "customer" means any customer of the Company or its affiliates or subsidiaries whose identity the Employee learned through his employment with the Company or with whom the Employee and/or the Company had business contact during the twelve (12) month period immediately before the Employee's employment with the Company terminated.
Covenants and Confidential Information a. Employee agrees that he will not, directly or indirectly, individually or by, for, with or through any other person, firm or entity compete in any way with the "Business of Company" (as said term is hereinafter defined) as operated by Company or any Company parent, affiliate or subsidiary and/or its or their successors and/or assigns in (i) New York, New Jersey and Connecticut. Without limiting the generality of the foregoing, Employee agrees that he will not do any of the following:
i. Own, manage, control, be employed by or consult with or provide advice to, serve as an officer or director of or otherwise become engaged by or associated with any person, firm, corporation, partnership, company, proprietorship, association, or other business entity, that competes with the Business of Company;
ii. Canvass, solicit or accept the business of any Company customer or client;
iii. Induce, advise, request or otherwise attempt to influence any Company customer or client to withdraw, curtail or cancel its business with Company;
iv. Induce, advise, request or otherwise attempt to influence any Company customer or client to refer its business to any competitor of Company;
v. Induce, advise, request or otherwise attempt to influence any person who is an employee or officer of Company to terminate said relationship, except where such action is taken at the request of Company in the course of carrying out Employee's duties for Company;
vi. Disclose or use, in any manner in competition with or contrary to the interests of Company, the proprietary customer lists, manufacturing and/or business methods and/or plans, product research, budgets, projections, sales strategies, systems, software, procedures and all other financial and operational data and/or trade secrets of Company, it being acknowledged by Employee that all such information regarding the business of Company is confidential information and the exclusive property of Company; provided, however, that the restrictions in this subparagraph shall not restrict the use or disclosure of such confidential information by Employee (A) when ordered or directed to do so by a court of law or by a governmental agency, administrative or legislative body, or (B) which is otherwise already publicly known through no wrongful act of the Employee.
b. The covenants set forth in this Paragraph shall be operative during the Term and for a period of three (3) years thereafter.
c. It is the intention of the parties that if any of the ...
