Common use of Covenants and Restrictions Clause in Contracts

Covenants and Restrictions. (a) The Employee hereby covenants and agrees that the Employee will not at any time subsequent to the date hereof and continuing for a period of two (2) years from the termination of the Employee, reveal, divulge, or make known to any Person any Confidential Information (as hereinafter defined) made known to the Employee or of which Employee has become aware, regardless of whether developed, prepared, devised or otherwise created in whole or in part by the efforts of the Employee and except to the extent so authorized in writing by the Company in order to carry out the terms of this Agreement or except as required by law. For purposes of this Agreement, the term "Confidential Information" shall mean (i) any technical, scientific or engineering information relating to the Company's products and/or services, (ii) information relating to any customer of the Company, including without limitation, the names, addresses, telephone numbers and sales records of, or pertaining to any such customer, and (iii) price lists, methods of operation and other information pertaining to the Company and which the Company, in its sole discretion, regards as confidential and in the nature of trade secrets. Notwithstanding anything contained herein to the contrary, Confidential Information as used herein shall not include that which (i) was in the public domain prior to receipt hereunder in the same context as the disclosure made hereunder, (ii) the Employee can show was in his possession and in the same context prior to his receipt, (iii) subsequently becomes known to the Employee as a result of disclosure by third parties not in the course of this Agreement and as a matter of right and without restriction on disclosure, or (iv) subsequently comes into the public domain in the same context as the disclosure by the Company through no fault of the Employee.

Covenants and Restrictions. (a) The Employee Consultant hereby covenants and agrees that the Employee Consultant will not at any time subsequent to the date hereof and continuing for a period of two (2) years from the termination of the Employeethis Agreement, reveal, divulge, or make known to any Person any Confidential Information (as hereinafter defined) made known to the Employee Consultant or of which Employee Consultant has become aware, regardless of whether developed, prepared, devised or otherwise created in whole or in part by the efforts of the Employee Consultant and except to the extent so authorized in writing by the Company in order to carry out the terms of this Agreement or except as required by law. For purposes of this Agreement, the term "Confidential Information" shall mean (i) any technical, scientific or engineering information relating to the Company's products and/or services, (ii) information relating to any customer of the Company, including without limitation, the names, addresses, telephone numbers and sales records of, or pertaining to any such customer, and (iii) price lists, methods of operation and other information pertaining to the Company and which the Company, in its sole discretion, regards as confidential and in the nature of trade secrets. Notwithstanding anything contained herein to the contrary, Confidential Information as used herein shall not include that which (i) was in the public domain prior to receipt hereunder in the same context as the disclosure made hereunder, (ii) the Employee Consultant can show was in his possession and in the same context prior to his receipt, (iii) subsequently becomes known to the Employee Consultant as a result of disclosure by third parties not in the course of this Agreement and as a matter of right and without restriction on disclosure, or (iv) subsequently comes into the public domain in the same context as the disclosure by the Company through no fault of the EmployeeConsultant.

Covenants and Restrictions. (a) The Employee Consultant hereby covenants and agrees that the Employee Consultant will not at any time subsequent to the date hereof and continuing for a period of two (2) years from the termination of the EmployeeConsultant, reveal, divulge, or make known to any Person any Confidential Information (as hereinafter defined) made known to the Employee Consultant or of which Employee Consultant has become aware, regardless of whether developed, prepared, devised or otherwise created in whole or in part by the efforts of the Employee Consultant and except to the extent so authorized in writing by the Company in order to carry out the terms of this Agreement or except as required by law. For purposes of this Agreement, the term "Confidential Information" Information shall mean (i) any technical, scientific or engineering information relating to the Company's products and/or services, (ii) information relating to any customer of the Company, including without limitation, the names, addresses, telephone numbers and sales records of, or pertaining to any such customer, and (iii) price lists, methods of operation and other information pertaining to the Company and which the Company, in its sole discretion, regards as confidential and in the nature of trade secrets. Notwithstanding anything contained herein to the contrary, Confidential Information as used herein shall not include that which (i) was in the public domain prior to receipt hereunder in the same context as the disclosure made hereunder, (ii) the Employee Consultant can show was in his possession and in the same context prior to his receipt, (iii) subsequently becomes known to the Employee Consultant as a result of disclosure by third parties not in the course of this Agreement and as a matter of right and without restriction on disclosure, or (iv) subsequently comes into the public domain in the same context as the disclosure by the Company through no fault of the EmployeeConsultant. (b) The Consultant further covenants and agrees that the Consultant will retain all of such Confidential Information in trust for the sole benefit of the Company, and will not divulge or deliver or show any of such Confidential Information to any unauthorized person and will not make use of or in any manner seek to turn to account any of such Confidential Information in an independent business however unrelated to the business of the Company. The Consultant further agrees that upon the termination of this Agreement or upon the request of the Company, the Consultant will either supply or return to the Company, in accordance with the Company's request, all Confidential Information in the Consultant's possession, including, without limitation, all account lists, records and data related to all customers of the Company. (c) The Consultant acknowledges that his breach or threatened violation of any of the restrictive covenants contained in this Section 6 may cause irreparable damage to the Company for which remedies at law would be inadequate. The Consultant further acknowledges that the restrictive covenants set forth herein are essential terms and conditions of this Agreement. The Consultant therefore agrees that the Company shall be entitled to a decree or order by any court of competent jurisdiction enjoining such threatened or actual violation of any of such covenants. Such decree or order, to the extent appropriate, shall specifically enforce the full performance of any such covenant by the Consultant and the Consultant hereby consents to the jurisdiction of any such court of competent jurisdiction. This remedy shall be in addition to all other remedies available to the Company at law or equity. If any portion of this Section 6 is adjudicated to be invalid or unenforceable, this Section 6 shall be deemed amended to delete therefrom the portion so adjudicated, such deletion to apply only with respect to the operation of this Section 6 in the jurisdiction in which such adjudication is made.

Covenants and Restrictions. (a) The Employee Schwab hereby covenants and agrees that the Employee Schwab will not at any time subsequent to the date hereof and continuing for a period of two (2) years from the termination of the EmployeeXxxxxx'x engagement, reveal, divulge, divulge or make known to any Person any Confidential Information (as hereinafter defined) made known to the Employee Schwab or of which Employee Schwab has become aware, regardless of whether developed, prepared, devised or otherwise created in whole or in part by the efforts of the Employee Schwab and except to the extent so authorized in writing by the Company in order to carry out the terms of this Agreement or except as required by law. For purposes of this Agreement, the term "Confidential Information" shall mean (i) any technical, scientific or engineering information relating to the Company's products and/or services, (ii) information relating to any customer of the Company, including without limitation, the names, addresses, telephone numbers and sales records of, or pertaining to any such customer, and (iii) price lists, methods of operation and other information pertaining to the Company and which the Company, in its sole discretion, regards as confidential and in the nature of trade secrets. Notwithstanding anything contained herein to the contrary, Confidential Information as used herein shall not include that which (i) was in the public domain prior to receipt hereunder in the same context as the disclosure made hereunder, (ii) the Employee Schwab can show was in his possession and in the same context prior to his receipt, (iii) subsequently becomes known to the Employee Schwab as a result of disclosure by third parties not in the course of this Agreement and as a matter of right and without restriction on disclosure, or (iv) subsequently comes into the public domain in the same context as the disclosure by the Company through no fault of the EmployeeSchwab.