Covenants by Employee. (a) Property of the Company.
(1) Employee covenants and agrees that upon the termination of Employee's employment for any reason or, if earlier, upon the Company's request, Employee shall promptly return all "Property" which had been entrusted or made available to Employee by the Company.
(2) The term "Property" shall mean all records, files, memoranda, reports, price lists, drawing, plans, sketches, keys, codes, computer hardware and software and other property of any kind or description prepared, used or possessed by Employee during Employee's employment by the Company (and any duplicates of any such property) together with any and all information, ideas, concepts, discoveries, and inventions and the like conceived, made, developed or acquired at any time by Employee individually or with others during Employee's employment which relate to the Company's business, products or services.
Covenants by Employee. 9.1 Employee hereby acknowledges that Company is one of only a small number of companies worldwide that designs, manufactures and sells plasma process thin film etching and deposition equipment. Employee also acknowledges that pursuant to his prior relationship with Company, and under the terms of this Agreement, he will gain access to valuable trade secrets of Company and other valuable confidential business and proprietary information, and will become aware of and a part of Company's substantial relationships with customers, potential customers, suppliers, and sources. Accordingly, Employee hereby covenants that he shall not, either directly or indirectly, as a principal, partner, stockholder, officer, director, agent or employee, or in any other capacity, enter into any employment agreement, or accept employment with or render services for, any company, partnership, person or entity that competes or attempts to compete, whether directly or indirectly, with Company, for the balance of the then remaining Term of this Agreement or for a period of twelve months (12) from the termination of this Agreement, whichever is greater, regardless of the reason for said termination.
9.2 The Employee agrees that he shall not solicit or attempt to solicit, sell to, lease to or offer to sell to, or offer to lease to, except on behalf of Company or any Affiliate, any present or future customer of Company or Affiliate, any goods or services competitive to the goods and services now or hereafter offered for sale or lease by Company or any Affiliate for the periods of time set forth in Section 9.1 herein.
9.3 The parties hereto recognize that the covenants of Employee herein contained are unique and that in the event there is a breach or threatened breach of such covenants, Company shall be entitled, in addition to any other remedies available to it, to institute and prosecute proceedings in any court of competent jurisdiction either in law or in equity, to obtain damages for any breach of covenants or to enforce a specific performance thereof by Employee, or to enjoin Employee from performing services or doing any act in breach of such covenants.
9.4 For the purposes of this Agreement, the term "Affiliate" shall mean any person who or which, directly and/or indirectly, controls, is controlled by or is under common control with another person. For the purpose of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the dire...
Covenants by Employee. (a) Property of the Company.
(1) Employee covenants and agrees that upon the termination of Employee's employment for any reason or, if earlier, upon the Company's request Employee shall promptly return all Property which had been entrusted or made available to Employee by the Company or any of its subsidiaries.
Covenants by Employee. In consideration of the performance by the Company of its obligations under this Agreement, Employee agrees as follows:
(a) All information relating to or used in the business and operations of the Company and its subsidiaries and corporate affiliates (including, without limitation, marketing methods and procedures, customer lists, lists of professionals referring customers to the Company and its subsidiaries and corporate affiliates, sources of supplies and materials and business systems and procedures), whether prepared, compiled, developed or obtained by Employee or by the Company or any of its subsidiaries or corporate affiliates before or during Employee’s employment with the Company or any of its subsidiaries or corporate affiliates, are and shall be confidential information and trade secrets (“Confidential Information”) and the exclusive property of the Company, its subsidiaries and corporate affiliates. Confidential Information does not include information which (i) is or was already in Employee’s possession before commencement of his employment with the Company or any of its subsidiaries or corporate affiliates, (ii) is or becomes generally available to the public other than as a result of a disclosure by Employee or (iii) becomes available to Employee on a non-confidential basis from a source other than the Company, provided that such source is not known by Employee to be bound by a confidentiality agreement or other obligation of secrecy with respect to such information.
(b) All records of and materials relating to Confidential Information or other information, whether in written form or in a form produced or stored by any electrical or mechanical means or process and whether prepared, compiled or obtained by Employee or by the Company or any of its subsidiaries or corporate affiliates before or during Employee’s employment with the Company or any of its subsidiaries or corporate affiliates, are and shall be the exclusive property of the Company or its subsidiaries or corporate affiliates, as the case may be. Notwithstanding the foregoing, Employee may retain the contacts information on the Company-issued Blackberry device in use by him as of the date of this Agreement, and the Company will assist Employee in downloading such information onto a new device purchased by Employee.
(c) Except as the Company may expressly authorize or direct in writing, Employee shall not copy, reproduce, disclose or divulge to others, use or permit others to see any...
Covenants by Employee. 10.1 Employee hereby agrees that he shall not compete with Corporation, as defined below, whether directly or indirectly, as a principal, partner, stockholder, officer, director, Employee, or in any other capacity, for the following periods of time: (i) if the Corporation terminates employment without cause as defined in Section 9.2 or if the Employee terminates employment with cause as defined in Section 9.3, the Employee agrees not to compete for a period equivalent to the remaining term of this Agreement, whereby Employee receives full compensation hereunder for such remaining term, but in any case not less than 45 days from the date of termination of this contract; or (ii) if the Corporation terminates employment with cause pursuant to Section 9.1 or if the Employee terminates
Covenants by Employee a. Employee shall through and following the date of this Agreement:
i) Refrain from disparaging, criticizing or denigrating any Company Releasees;
ii) Refrain from engaging in or assisting in any litigation against Company relating to anything referring to or occurring prior to the date of this Agreement unless court ordered to do so; and
b. Employee agrees through and following the date of this Agreement: To refrain from ever disclosing or using any Company Proprietary or Confidential Information, either directly or indirectly, without the express, written consent of Company. For purposes of this Agreement, “Confidential Information” consists of any and all trade secrets as defined by the California Uniform Trade Secrets Act (California Civil Code§3426, et. Seq.) and Proprietary Information includes, without limitation, any information concerning any procedures, operations, techniques, data, compilations of information, member lists, pay practices, records, costs, employees, purchasing, sales, salaries, and all other information which is related to any service or business of Company, other than information which is generally known in the industry in which Company’s business is conducted or acquired from public sources all of which Proprietary Information is the exclusive and valuable property of Company.
Covenants by Employee a. Employee shall through and following the date of this Agreement:
i) Refrain from disparaging, criticizing or denigrating any Company Releasees;
ii) Refrain from engaging in or assisting in any litigation against Company relating to anything referring to or occurring prior to the date of this Agreement unless court ordered to do so; and
b. Employee agrees through and following the date of this Agreement: To refrain from ever disclosing or using any Company Proprietary or Confidential Information, either directly or indirectly, without the express, written consent of Company. For purposes of this Agreement, “Confidential Information” consists of any and all trade secrets as defined by the California Uniform Trade Secrets Act (California Civil Code§3426, et. seq. and any Arizona law equivalent) and Proprietary Information includes, without limitation, any information concerning any procedures, operations, techniques, data, compilations of information, member lists, pay practices, records, costs, employees, purchasing, sales, salaries, and all other information which is related to any service or business of Company, other than information which is generally known in the industry in which Company’s business is conducted or acquired from public sources all of which Proprietary Information is the exclusive and valuable property of Company.
Covenants by Employee. Employee expressly acknowledges and agrees to the following in exchange for the Severance Pay and other benefits described above:
(i) Employee has no right of reinstatement or future employment with the Company and that, should Employee apply for such employment, the Company shall have no obligation to consider Employee for any employment position;
(ii) Employee has returned all Company property, including but not limited to Employee’s office keys, electronic access cards, laptop computer, Blackberry, cellular telephone, Company documents and files, Company data and information, and any other computer hardware, disks or files in Employee’s possession, custody or control, whether maintained by Employee at work or off-site. Employee further acknowledges that Employee will have retrieved from the Company all of his personal effects as of the Separation Date. Notwithstanding the foregoing, the Company agrees that, after Employee’s laptop computer is returned to the Company for purposes of removing any Company information from the laptop, Alere will return it to Employee for personal use. Alere also agrees to allow Employee to retain his Company issued cellular telephone on the condition Employee switches coverage to a personal account to be paid for by Employee;
(iii) Employee will abide by the Company’s Nondisclosure, Noncompetition and Developments Agreement Employee entered into on December 4, 2003, a copy of which is attached hereto as Exhibit A and the terms of which are hereby incorporated in this Agreement by reference. Further, Employee will abide by any and all common law and/or statutory obligations relating to protection and non-disclosure of the Company’s trade secrets and/or confidential and proprietary documents and information;
(iv) All information relating in any way to this Agreement, including the terms and amount of financial consideration provided for in this Agreement, shall be held confidential by Employee and shall not be publicized or disclosed to any person (other than an immediate family member, legal counsel or financial advisor, provided that any such individual to whom disclosure is made agrees to be bound by these confidentiality obligations), business entity or government agency (except as mandated by law);
(v) The Parties will not make any statements that are professionally or personally disparaging about, or adverse to, the interests of each other (and their officers, directors and managers) including, but not limited to, any s...
Covenants by Employee a. Employee shall through and following the date of this Agreement:
i) Refrain from disparaging, criticizing or denigrating any Company Releasees;
ii) Refrain from engaging in or assisting in any litigation against Company relating to anything referring to or occurring prior to the date of this Agreement unless court ordered to do so; and
iii) Refrain from ever disclosing or using any Company Proprietary or Confidential Information, either directly or indirectly, without the express, written consent of Company. For purposes of this Agreement, “Confidential Information” consists of any and all trade secrets as defined by the California Uniform Trade Secrets Act (California Civil Code§3426, et. Seq.) and Proprietary Information includes, without limitation, any information concerning any procedures, operations, techniques, data, compilations of information, member lists, pay practices, records, costs, employees, purchasing, sales, salaries, and all other information which is related to any service or business of Company, other than information which is generally known in the industry in which Company’s business is conducted or acquired from public sources all of which Proprietary Information is the exclusive and valuable property of Company.
Covenants by Employee
