Common use of Covenants of Consultant Clause in Contracts

Covenants of Consultant. (a) Consultant recognizes that the knowledge of, information concerning and relationship with customers, suppliers and agents, and the knowledge of the Company's business methods, systems, plans, software, technologies and policies which Consultant will establish, receive or obtain as a consultant to the Company (collectively, "Confidential Information"), are valuable and unique assets of the business of the Company. Consultant will not, during or within five (5) years after the Term, disclose any such Confidential Information pertaining to the Company, its customers, suppliers, agents, policies or other aspects of its business, for any reason or purpose, whatsoever except pursuant to Consultant's duties hereunder or as otherwise authorized by the Company in writing. The term Confidential Information shall not include knowledge or information which (i) is in or enters the public domain without violation of this Agreement or other obligations of confidentiality by Consultant or his agents or representatives, (ii) Consultant can demonstrate was in his possession on a nonconfidential basis prior to the commencement of his engagement with the Company, or (iii) Consultant can demonstrate was received or obtained by him on a non-confidential basis from a third party who did not acquire it wrongfully or under an obligation of confidentiality, subsequent to the termination of his engagement hereunder. (b) All memoranda, notes, records or other documents made or compiled by Consultant or made available to Consultant while engaged concerning customers, suppliers, agents or personnel of the Company, or the Company's business methods, systems, plans and policies, shall be the Company's property and shall be delivered to the Company within five (5) business days of the termination of Consultant's engagement or at any other time on request. (c) During the Term and for two (2) years thereafter, Consultant shall not directly or indirectly solicit or initiate contact with any employee of the Company with a view to inducing or encouraging such employee to leave the employ of the Company for the purpose of being hired by Consultant, an employer affiliated with him or any competitor of the Company. (d) Consultant acknowledges that the provisions of this section are reasonable and necessary for the protection of the Company and that the Company will be irrevocably damaged if such covenants are not specifically enforced. Accordingly, Consultant agrees that, in addition to any other relief to which the Company may be entitled in the form of actual or punitive damages, the Company shall be entitled to seek and obtain injunctive relief from a court of competent jurisdiction for the purposes of restraining Consultant from any actual or threatened breach of such covenants. (e) In the event that, following the termination of this Agreement, consultant is entitled to receive any further payments other than for compensation or other amounts accrued prior to termination or expiration of this Agreement, such payments shall nonetheless cease and the Company shall no longer be obligated to make such payments if there is a material breach of any of the covenants in this section and Consultant shall forthwith upon demand of the Company repay any such amounts paid to Consultant subsequent to the date such breach occurred.

Covenants of Consultant. (a) Consultant recognizes that the knowledge of, information concerning and relationship with customers, suppliers and agents, and the knowledge of the Company's ’s business methods, systems, plans, software, technologies plans and policies which Consultant will establish, receive or obtain as a consultant to the Company (collectively, "Confidential Information")Company, are valuable and unique assets of the business of the Company. Consultant will not and agrees to ensure that Loeb will not, during or within five (5) years after following the Term, use or disclose any such Confidential Information knowledge or information pertaining to the Company, its customers, suppliers, agents, policies or other aspects of its business, for any reason or purpose, whatsoever except pursuant to Consultant's ’s duties hereunder or as otherwise authorized by the Company in writing. The term Confidential Information foregoing restriction shall not include apply, following termination of Consultant’s engagement hereunder, to knowledge or information which (i) is in or enters the public domain without violation of this Agreement or other obligations of confidentiality by Consultant or his its agents or representatives, (ii) Consultant can demonstrate was in his its possession on a nonconfidential non-confidential basis prior to the commencement of his this engagement with the Company, or (iii) Consultant can demonstrate was received or obtained by him it on a non-confidential basis from a third party who did not acquire it wrongfully or under an obligation of confidentiality, subsequent to the termination of his the Consultant’s engagement hereunder. (b) All memoranda, notes, records or other documents made or compiled by Consultant or made available to Consultant while engaged concerning customers, suppliers, agents or personnel of the Company, or the Company's ’s business methods, systems, plans and policies, shall be the Company's ’s property and shall be delivered to the Company within five (5) business days of the on termination of Consultant's ’s engagement or at any other time on request. (c) During the Term term of Consultant’s engagement and for two (2) years one year thereafter, Consultant shall not and shall ensure that Loeb shall not, except pursuant to and in furtherance of Consultant’s duties hereunder, directly or indirectly solicit or initiate contact with any employee of the Company or its subsidiaries with a view to inducing or encouraging such employee to leave the employ of the Company for the purpose of being hired by Consultant, an employer affiliated with him Consultant or any competitor of the Company. (d) Consultant acknowledges that the provisions of this section are reasonable and necessary for the protection of the Company and that the Company will be irrevocably damaged if such covenants are not specifically enforced. Accordingly, Consultant agrees that, in addition to any other relief to which the Company may be entitled in the form of actual or punitive damages, the Company shall be entitled to seek and obtain injunctive relief from a court of competent jurisdiction for the purposes of restraining Consultant from any actual or threatened breach of such covenants. (e) In the event that, following the termination of this Agreement, consultant is entitled to receive any further payments other than for compensation or other amounts accrued prior to termination or expiration of this Agreement, such payments shall nonetheless cease and the Company shall no longer be obligated to make such payments if there is a material breach of any of the covenants in this section and Consultant shall forthwith upon demand of the Company repay any such amounts paid to Consultant subsequent to the date such breach occurred.

Covenants of Consultant. Consultant covenants and agrees as follows: (a) Consultant recognizes that the knowledge of, information concerning and relationship with customers, suppliers and agentsEmployee agrees to retain in strictest confidence, and not use for the knowledge benefit of himself or others (except in connection with the business and affairs of the Company's business methods, systems, plans, software, technologies ) any and policies which all information learned by Consultant will establish, receive or obtain as a consultant to the Company (collectively, "Confidential Information"), are valuable and unique assets of the business of in connection with his employment at the Company. Consultant will not, during or within five (5) years after the Termincluding without limitation, disclose any such Confidential Information pertaining information which is proprietary to the Company, its customers, suppliers, agents, policies or other aspects of its business, for any reason or purpose, whatsoever except pursuant to Consultant's duties hereunder or as otherwise authorized is retained in confidence by the Company in writing. The term Confidential Information shall not include knowledge or information which (i) is in or enters the public domain without violation of this Agreement or other obligations of confidentiality by Consultant or his agents or representatives, (ii) Consultant can demonstrate was in his possession on a nonconfidential basis prior to the commencement of his engagement with the Company, or is treated as confidential information by the Company, constitutes a trade secret of the Company, and/or which, by its nature, is sufficiently sensitive that it should be deemed to be confidential. (iiib) Consultant can demonstrate was received or obtained by him on agrees that for a non-confidential basis from a third party who did not acquire it wrongfully or under an obligation period of confidentiality, subsequent to two (2) years following the termination of his engagement hereunder. (b) All memoranda, noteshe will not, records directly or other documents made indirectly, contact or compiled by solicit any person or entity which was a customer of the Company with which he worked during his engagement, or which Consultant or made available to Consultant while engaged concerning customers, suppliers, agents or personnel solicited on behalf of the Company, for the purpose of inducing such person or entity to become a customer of a cellular/wireless or paging provider which competes with the Company's business methods. Further, systems, plans and policies, shall be Consultant agrees that he will not provide information to third parties which will enable them to accomplish indirectly what the Company's property and shall be delivered to the Company within five (5) business days terms of the termination of Consultant's engagement or at any other time on requestthis Agreement prohibit Consultant from doing directly. (c) During Consultant further agrees that, to the Term extent the Company has, in the ordinary course of its business, entered into contracts with other entities which subject the Company to non-disclosure requirements and for two (2) years thereaftercovenants not to compete which provide, by their terms, an intent to bind employees of the Company, Consultant shall not directly or indirectly solicit or initiate contact with any employee of honor such provisions to the Company with a view extent that they are applicable to inducing or encouraging such employee to leave the employ of the Company for the purpose of being hired by Consultant, an employer affiliated with him or any competitor employees of the Company, so long as and to the extent that he has knowledge of their existence. (d) Consultant acknowledges that the provisions of this section are reasonable and necessary for the protection of the Company and It is understood that the Company will is a part of a group of "affiliated" companies and that from time to time Consultant may perform services for these affiliated companies and be irrevocably damaged if compensated therefor. To the extent Consultant performs such covenants are not specifically enforced. Accordingly, Consultant agrees that, in addition to any other relief to which the Company may be entitled in the form of actual or punitive damagessevices for affiliated companies, the Company rights of Consultant and the affiliated company shall be entitled subject to seek the terms and obtain injunctive relief from a court of competent jurisdiction for the purposes of restraining Consultant from any actual or threatened breach of such covenants. (e) In the event that, following the termination provisions of this Agreement, consultant is entitled to receive any further payments other than for compensation or other amounts accrued prior to termination or expiration of this Agreement, such payments shall nonetheless cease and unless a separate written agreement exists between the Company shall no longer be obligated to make such payments if there is a material breach of any of the covenants in this section affiliated company and Consultant shall forthwith upon demand of the Company repay any with respect to such amounts paid to Consultant subsequent to the date such breach occurredwork.

Covenants of Consultant. (a) Consultant recognizes that the knowledge of, information concerning and relationship with customers, suppliers and agents, and the knowledge of the Company's business methods, systems, plans, software, technologies plans and policies which Consultant will establish, receive or obtain as a consultant to the Company (collectively, "Confidential Information")Company, are valuable and unique assets of the business of the Company. Consultant will not, during or within five two (52) years after the Term, use or disclose any such Confidential Information knowledge or information pertaining to the Company, its customers, suppliers, agents, policies or other aspects of its business, for any reason or purpose, whatsoever except pursuant to Consultant's duties hereunder or as otherwise authorized by the Company in writing. The term Confidential Information foregoing restriction shall not include apply, following termination of Consultant's engagement hereunder, to knowledge or information which (i) is in or enters the public domain without violation of this Agreement or other obligations of confidentiality by Consultant or his agents or representatives, (ii) Consultant can demonstrate was in his possession on a nonconfidential basis prior to the commencement of his engagement with the Company, or (iii) Consultant can demonstrate was received or obtained by him on a non-confidential basis from a third party who did not acquire it wrongfully or under an obligation of confidentiality, subsequent to the termination of his engagement hereunder. (b) All memoranda, notes, records or other documents made or compiled by Consultant or made available to Consultant while engaged concerning customers, suppliers, agents or personnel of the Company, or the Company's business methods, systems, plans and policies, shall be the Company's property and shall be delivered to the Company within five (5) business days of the on termination of Consultant's engagement or at any other time on request. (c) During the Term term of Consultant's engagement and for two (2) years thereafter, Consultant shall not not, except pursuant to and in furtherance of his duties hereunder, directly or indirectly solicit or initiate contact with any employee of the Company with a view to inducing or encouraging such employee to leave the employ of the Company for the purpose of being hired by Consultant, an employer affiliated with him or any competitor of the Company. (d) Consultant acknowledges that the provisions of this section are reasonable and necessary for the protection of the Company and that the Company will be irrevocably damaged if such covenants are not specifically enforced. Accordingly, Consultant agrees that, in addition to any other relief to which the Company may be entitled in the form of actual or punitive damages, the Company shall be entitled to seek and obtain injunctive relief from a court of competent jurisdiction for the purposes of restraining Consultant from any actual or threatened breach of such covenants. (e) In the event that, following the termination of this Agreement, consultant is entitled to receive any further payments other than for compensation or other amounts accrued prior to termination or expiration of this Agreement, such payments shall nonetheless cease and the Company shall no longer be obligated to make such payments if there is a material breach of any of the covenants in this section and Consultant shall forthwith upon demand of the Company repay any such amounts paid to Consultant subsequent to the date such breach occurred.

Covenants of Consultant. (a) Consultant recognizes that the knowledge of, information concerning and relationship with customers, suppliers and agents, and the knowledge of the Company's business methods, systems, plans, software, technologies plans and policies which Consultant will establish, receive or obtain as a consultant to the Company (collectively, "Confidential Information")Company, are valuable and unique assets of the business of the Company. Consultant will not, during or within five two (52) years after the Term, disclose any such Confidential Information knowledge or information pertaining to the Company, its customers, suppliers, agents, policies or other aspects of its the business, for any reason or purpose, whatsoever except pursuant to Consultant's duties hereunder or as otherwise authorized by the Company in writing. The term Confidential Information foregoing restriction shall not include apply, following termination of Consultant's engagement hereunder, to knowledge or information which (i) is in or enters the public domain without 4 violation of this Agreement or other obligations of confidentiality by Consultant or his agents or representatives, (ii) Consultant can demonstrate was in his possession on a nonconfidential non-confidential basis prior to the commencement of his engagement with the Company, or (iii) Consultant can demonstrate was received or obtained by him on a non-confidential basis from a third party who did not acquire it wrongfully or under an obligation of confidentiality, subsequent to the termination of his engagement hereunder. (b) All memoranda, notes, records or other documents made or compiled by Consultant or made available to Consultant while engaged concerning customers, suppliers, agents or personnel of the Company, or the Company's business methods, systems, plans and policies, shall be the Company's property and shall be delivered to the Company within five (5) business days of the on termination of Consultant's engagement or at any other time on request. (c) During the Term term of the Consultant's engagement and for two (2) years thereafter, Consultant shall not not, except pursuant to and in furtherance of his duties hereunder, directly or indirectly solicit or initiate contact with any employee of the Company with a view to inducing or encouraging such employee to leave the employ of the Company for the purpose of being hired by Consultant, an employer affiliated with him or any competitor of the Company. (d) Consultant acknowledges that the provisions of this section are reasonable and necessary for the protection of the Company and that the Company will be irrevocably damaged if such covenants are not specifically enforced. Accordingly, Consultant agrees that, in addition to any other relief to which the Company may be entitled in the form of actual or punitive damages, the Company shall be entitled to seek and obtain injunctive relief from a court of competent jurisdiction for the purposes of restraining Consultant from any actual or threatened breach of such covenants. (e) In the event that, following the termination of this Agreement, consultant Consultant is entitled to receive any further payments other than for compensation or other amounts accrued prior to termination or expiration of this Agreement, such payments shall nonetheless cease and the Company shall no longer be obligated to make such payments if there is a material breach of any of the covenants in this section and Consultant shall forthwith upon demand of the Company repay any such amounts paid to Consultant subsequent to the date such breach occurred.

Covenants of Consultant. (a) Consultant recognizes that the knowledge of, information concerning and relationship with customers, suppliers suppliers, investors and agents, and the knowledge of the Company's business methods, systems, plans, software, technologies and policies which Consultant will establish, receive or obtain as a consultant to the Company (collectively, "Confidential Information"), are valuable and unique assets of the business of the Company. Consultant will not, during or within five (5) years after the Term, disclose any such Confidential Information pertaining to the Company, its customers, suppliers, agents, policies or other aspects of its business, for any reason or purpose, whatsoever except pursuant to Consultant's duties hereunder or as otherwise authorized by the Company in writing. The term Confidential Information shall not include knowledge or information which (i) is in or enters the public domain without violation of this Agreement or other obligations of confidentiality by Consultant or his agents or representatives, (ii) Consultant can demonstrate was in his possession on a nonconfidential basis prior to the commencement of his engagement with the Company, or (iii) Consultant can demonstrate was received or obtained by him on a non-confidential basis from a third party who did not acquire it wrongfully or under an obligation of confidentiality, subsequent to the termination of his engagement hereunder. (b) All memoranda, notes, records or other documents made or compiled by Consultant or made available to Consultant while engaged concerning customers, suppliers, agents or personnel of the Company, or the Company's business methods, systems, plans and policies, shall be the Company's property and shall be delivered to the Company within five (5) business days of the termination of Consultant's engagement or at any other time on request. (c) During the Term and for two (2) years thereafter, Consultant shall not directly or indirectly solicit or initiate contact with any employee of the Company with a view to inducing or encouraging such employee to leave the employ of the Company for the purpose of being hired by Consultant, an employer affiliated with him or any competitor of the Company. (d) Consultant acknowledges that the provisions of this section are reasonable and necessary for the protection of the Company and that the Company will be irrevocably damaged if such covenants are not specifically enforced. Accordingly, Consultant agrees that, in addition to any other relief to which the Company may be entitled in the form of actual or punitive damages, the Company shall be entitled to seek and obtain injunctive relief from a court of competent jurisdiction for the purposes of restraining Consultant from any actual or threatened breach of such covenants. (e) In the event that, following the termination of this Agreement, consultant is entitled to receive any further payments other than for compensation or other amounts accrued prior to termination or expiration of this Agreement, such payments shall nonetheless cease and the Company shall no longer be obligated to make such payments if there is a material breach of any of the covenants in this section and Consultant shall forthwith upon demand of the Company repay any such amounts paid to Consultant subsequent to the date such breach occurred.