Common use of Covenants of Director Clause in Contracts

Covenants of Director. For and in consideration of the engagement herein contemplated and the consideration paid or promised to be paid by the Company, Director does hereby covenant, agree and promise that during the term hereof, and thereafter to the extent specifically provided in this Agreement: (a) Director will not actively engage, directly or indirectly, in any other business or venture that competes with the Company except at the direction or upon the written approval of the Company; (b) Director will not engage, directly or indirectly, in the ownership, management, operation or control of, or employment by, any business of the type and character engaged in by the Company or any of its subsidiaries. Director may make personal investments in public companies, such as those made through or recommended by a stock broker; (c) Director will truthfully and accurately make, maintain and preserve all records and reports that the Company may from time to time reasonably request or require; (d) Director will obey all rules, regulations and reasonable special instructions applicable to Director, and will be loyal and faithful to the Company at all times, constantly endeavoring to improve Director's ability and knowledge of the business in an effort to increase the value of Director's services to the mutual benefit of the Parties; (e) Director will make available to the Company any and all of the information of which Director has knowledge relating to the business of the Company or any of the Company's other subsidiaries and will make all suggestions and recommendations which Director feels will be of benefit to the Company; (f) Director will fully account for all records or other property belonging to the Company of which Director has custody, and will deliver the same promptly whenever and however he may be reasonably directed to do so; (g) Director recognizes that during the course of Director’s engagement with the Company, Director has had and will have access to, and that there has been. and will be disclosed to him, information of a proprietary nature owned by the Company, including but not limited to records, customer and supplier lists and information, pricing information, data, formulae, design information and specifications, inventions, processes and methods, which is of a confidential or trade secret nature, and which has great value to the Company and is a substantial basis and foundation upon which the business of the Company is predicated. Director acknowledges that except for Director's engagement and the fulfillment of the duties assigned to Director, Director would not have had and would not have access to such information, and Director agrees that any and all confidential knowledge or information which may have been or may be obtained by or disclosed to Director in the course of Director’s engagement with the Company, including but not limited to the information hereinabove set forth (collectively, the "Information"), will be held inviolate by Director, that Director will conceal the same from any and all other persons, including but not limited to competitors of the Company and its subsidiaries, and that Director will not impart the Information or any such knowledge acquired by Director as a director of the Company to anyone, either during Director's engagement by the Company or thereafter, except to employees, officers, directors or agents of the Company and its subsidiaries on a strict need-to-know basis in the performance of their duties for the Company or one of its subsidiaries. Director further agrees that during the term of this Agreement and thereafter, Director will not use the Information in competing with the Company, or in any other manner to Director's benefit and to the detriment of the Company or its subsidiaries; (h) Director agrees that upon termination of Director's engagement hereunder Director will immediately surrender and turn over to the Company all books, records, forms, specifications, formulae, data, processes, papers and writings related to the business of the Company, and all other property belonging to the Company, together with all copies of the foregoing, it being understood and agreed that the same are the sole property, directly or indirectly, of the Company; and (i) Director understands and acknowledges that the securities of the Company are publicly traded and subject to the Securities Act of 1933 and the Securities Exchange Act of 1934. As a result, Director acknowledges and agrees that (i) he is required under applicable securities laws to refrain from trading in securities of the Company while in possession of material nonpublic information and to refrain from. disclosing any material nonpublic information to anyone except as permitted by this Agreement in connection with the performance of Director’s duties hereunder, and (ii) he will communicate to any person to whom he communicates any material nonpublic information that such information is material nonpublic information and that the trading and disclosure restrictions in clause (i) above also apply to such person.

Covenants of Director. For and in consideration of the engagement herein contemplated and the consideration paid or promised to be paid by the Company, Director does hereby covenant, agree and promise that during the term hereof, and thereafter to the extent specifically provided in this Agreement: (a) Director will not actively engage, directly or indirectly, in any other business or venture that competes with the Company except at the direction or upon the written approval of the Company; (b) Director will not engage, directly or indirectly, in the ownership, management, operation or control of, or employment by, any business of the type and character engaged in by the Company or any of its subsidiaries. Director may make personal investments in public companies, such as those made through or recommended by a stock broker; (c) Director will truthfully and accurately make, maintain and preserve all records and reports that the Company may from time to time reasonably request or require; (d) Director will obey all rules, regulations and reasonable special instructions applicable to Director, and will be loyal and faithful to the Company at all times, constantly endeavoring to improve Director's ’s ability and knowledge of the business in an effort to increase the value of Director's ’s services to the mutual benefit of the Parties; (e) Director will make available to the Company any and all of the information of which Director has knowledge relating to the business of the Company or any of the Company's ’s other subsidiaries and will make all suggestions and recommendations which Director feels will be of benefit to the Company; (f) Director will fully account for all records or other property belonging to the Company of which Director has custody, and will deliver the same promptly whenever and however he may be reasonably directed to do so; (g) Director recognizes that during the course of Director’s engagement with the Company, Director has had and will have access to, and that there has been. and will be disclosed to him, information of a proprietary nature owned by the Company, including but not limited to records, customer and supplier lists and information, pricing information, data, formulae, design information and specifications, inventions, processes and methods, which is of a confidential or trade secret nature, and which has great value to the Company and is a substantial basis and foundation upon which the business of the Company is predicated. Director acknowledges that except for Director's ’s engagement and the fulfillment of the duties assigned to Director, Director would not have had and would not have access to such information, and Director agrees that any and all confidential knowledge or information which may have been or may be obtained by or disclosed to Director in the course of Director’s engagement with the Company, including but not limited to the information hereinabove set forth (collectively, the "“Information"”), will be held inviolate by Director, that Director will conceal the same from any and all other persons, including but not limited to competitors of the Company and its subsidiaries, and that Director will not impart the Information or any such knowledge acquired by Director as a director of the Company to anyone, either during Director's ’s engagement by the Company or thereafter, except to employees, officers, directors or agents of the Company and its subsidiaries on a strict need-to-know basis in the performance of their duties for the Company or one of its subsidiaries. Director further agrees that during the term of this Agreement and thereafter, Director will not use the Information in competing with the Company, or in any other manner to Director's ’s benefit and to the detriment of the Company or its subsidiaries; (h) Director agrees that upon termination of Director's ’s engagement hereunder Director will immediately surrender and turn over to the Company all books, records, forms, specifications, formulae, data, processes, papers and writings related to the business of the Company, and all other property belonging to the Company, together with all copies of the foregoing, it being understood and agreed that the same are the sole property, directly or indirectly, of the Company; and (i) Director understands and acknowledges that the securities of the Company are publicly traded and subject to the Securities Act of 1933 and the Securities Exchange Act of 1934. As a result, Director acknowledges and agrees that (i) he is required under applicable securities laws to refrain from trading in securities of the Company while in possession of material nonpublic information and to refrain from. disclosing any material nonpublic information to anyone except as permitted by this Agreement in connection with the performance of Director’s duties hereunder, and (ii) he will communicate to any person to whom he communicates any material nonpublic information that such information is material nonpublic information and that the trading and disclosure restrictions in clause (i) above also apply to such person.

Covenants of Director. For and in consideration of the engagement herein contemplated and the consideration paid or promised to be paid by the Company, Director does hereby covenant, agree and promise that during the term hereof, and thereafter to the extent specifically provided in this Agreement: (a) Director will not actively engage, directly or indirectly, in any other business or venture that competes with the Company except at the direction or upon the written approval of the Company;, (b) Director will not engage, directly or indirectly, in the ownership, management, operation or control of, or employment by, any business of the type and character engaged in by the Company or any of its subsidiaries. Director may make personal investments in public companies, such as those made through or recommended by a stock broker; (c) Director will truthfully and accurately make, maintain and preserve all records and reports that the Company may from time to time reasonably request or require; (d) Director will obey all rules, regulations and reasonable special instructions applicable to Director, and will be loyal and faithful to the Company at all times, constantly endeavoring to improve Director's ability and knowledge of the business in an effort to increase the value of Director's services to the mutual benefit of the Parties; (e) Director will make available to the Company any and all of the information of which Director has knowledge relating to the business of the Company or any of the Company's other subsidiaries and will make all suggestions and recommendations which Director feels will be of benefit to the Company; (f) Director will fully account for all records or other property belonging to the Company of which Director has custody, and will deliver the same promptly whenever and however he may be reasonably directed to do so; (g) Director recognizes that during the course of Director’s 's engagement with the Company, Director has had and will have access to, and that there has been. and will be disclosed to him, information of a proprietary nature owned by the Company, including but not limited to records, customer and supplier lists and information, pricing information, data, formulae, design information and specifications, inventions, processes and methods, which is of a confidential or trade secret nature, and which has great value to the Company and is a substantial basis and foundation upon which the business of the Company is predicated. Director acknowledges that except for Director's engagement and the fulfillment of the duties assigned to Director, Director would not have had and would not have access to such information, and Director agrees that any and all confidential knowledge or information which may have been or may be obtained by or disclosed to Director in the course of Director’s 's engagement with the Company, including but not limited to the information hereinabove herein above set forth (collectively, the "Information"), will be held inviolate by Director, that Director will conceal the same from any and all other persons, including but not limited to competitors of the Company and its subsidiaries, and that Director will not impart the Information or any such knowledge acquired by Director as a director of the Company to anyone, either during Director's engagement by the Company or thereafter, except to employees, officers, directors or agents of the Company and its subsidiaries on a strict need-to-know basis in the performance of their duties for the Company or one of its subsidiaries. Director further agrees that during the term of this Agreement and thereafter, Director will not use the Information in competing with the Company, or in any other manner to Director's benefit and to the detriment of the Company or its subsidiaries; (h) Director agrees that upon termination of Director's engagement hereunder Director will immediately surrender and turn tum over to the Company all books, records, forms, specifications, formulae, data, processes, papers and writings related to the business of the Company, and all other property belonging to the Company, together with all copies of the foregoing, it being understood and agreed that the same are the sole property, directly or indirectly, of the Company; and (i) Director understands and acknowledges that the securities of the Company are publicly traded and subject to the Securities Act of 1933 and the Securities Exchange Act of 1934. As a result, Director acknowledges and agrees that (i) he is required under applicable securities laws to refrain from trading in securities of the Company while in possession of material nonpublic information and to refrain from. disclosing Disclosing any material nonpublic information to anyone except as permitted by this Agreement in connection with the performance of Director’s 's duties hereunder, and (ii) he will communicate to any person to whom he communicates any material nonpublic information that such information is material nonpublic information and that the trading and disclosure restrictions in clause (i) above also apply to such person.

Covenants of Director. For and in consideration of the engagement herein contemplated and the consideration paid or promised to be paid by the Company, Director does hereby covenant, agree and promise that during the term hereof, and thereafter to the extent specifically provided in this Agreement: (a) Director will not actively engage, directly or indirectly, in any other business or venture that competes with the Company except at the direction or upon the written approval of the Company; (b) Director will not engage, directly or indirectly, in the ownership, management, operation or control of, or employment by, any business of the type and character engaged in by the Company or any of its subsidiaries. Director may make personal investments in public companies, such as those made through or recommended by a stock broker; (c) Director will truthfully and accurately make, maintain and preserve all records and reports that the Company may from time to time reasonably request or require; (d) Director will obey all rules, regulations and reasonable special instructions applicable to Director, and will be loyal and faithful to the Company at all times, constantly endeavoring to improve Director's ability and knowledge of the business in an effort to increase the value of Director's services to the mutual benefit of the Parties; (e) Director will make available to the Company any and all of the information of which Director has knowledge relating to the business of the Company or any of the Company's other subsidiaries and will make all suggestions and recommendations which Director feels will be of benefit to the Company; (f) Director will fully account for all records or other property belonging to the Company of which Director has custody, and will deliver the same promptly whenever and however he may be reasonably directed to do so; (g) Director recognizes that during the course of Director’s 's engagement with the Company, Director has had and will have access to, and that there has been. and will be disclosed to him, information of a proprietary nature owned by the Company, including but not limited to records, customer and supplier lists and information, pricing information, data, formulae, design information and specifications, inventions, processes and methods, which is of a confidential or trade secret nature, and which has great value to the Company and is a substantial basis and foundation upon which the business of the Company is predicated. Director acknowledges that except for Director's engagement and the fulfillment of the duties assigned to Director, Director would not have had and would not have access to such such. information, and Director agrees that any and all confidential knowledge or information which may have been or may be obtained by or disclosed to Director in the course of Director’s 's engagement with the Company, including but not limited to the information hereinabove set forth (collectively, the "Information"), will be held inviolate by Director, that Director will conceal the same from any and all other persons, including but not limited to competitors of the Company and its subsidiaries, and that Director will not impart the Information or any such knowledge acquired by Director as a director of the Company to anyone, either during Director's engagement by the Company or thereafter, except to employees, officers, directors or agents of the Company and its subsidiaries on a strict need-to-know basis in the performance of their duties for the Company or one of its subsidiaries. Director further agrees that during the term of this Agreement and thereafter, Director will not use the Information in competing with the Company, or in any other manner to Director's benefit and to the detriment of the Company or its subsidiaries; (h) Director agrees that upon termination of Director's engagement hereunder Director will immediately surrender and turn tum over to the Company all books, records, forms, specifications, formulae, data, processes, papers and writings related to the business of the Company, and all other property belonging to the Company, together with all copies of the foregoing, it being understood and agreed that the same are the sole property, directly or indirectly, of the Company; and (i) Director understands and acknowledges that the securities of the Company are publicly traded and subject to the Securities Act of 1933 and the Securities Exchange Act of 1934. As a result, Director acknowledges and agrees that (i) he is required under applicable securities laws to refrain from trading in securities of the Company while in possession of material nonpublic information and to refrain from. disclosing any material nonpublic information to anyone except as permitted by this Agreement in connection with the performance of Director’s 's duties hereunder, and (ii) he will communicate to any person to whom he communicates any material nonpublic information that such information is material nonpublic information and that the trading and disclosure restrictions in clause (i) above also apply to such person.

Covenants of Director. For and in consideration of the engagement herein contemplated and the consideration paid or promised to be paid by the Company, Director does hereby covenant, agree and promise that during the term hereof, and thereafter to the extent specifically provided in this Agreement: (a) Director will not actively engage, directly or indirectly, in any other business or venture that competes with the Company except at the direction or upon the written approval of the Company; (b) Director will not engage, directly or indirectly, in the ownership, management, operation or control of, or employment by, any business of the type and character engaged in by the Company or any of its subsidiaries. Director may make personal investments in public companies, such as those made through or recommended by a stock broker; (c) Director will truthfully and accurately make, maintain and preserve all records and reports that the Company may from time to time reasonably request or require; (d) Director will obey all rules, regulations and reasonable special instructions applicable to Director, and will be loyal and faithful to the Company at all times, constantly endeavoring to improve Director's ability and knowledge of the business in an effort to increase the value of Director's services to the mutual benefit of the Parties; (e) Director will make available to the Company any and all of the information of which Director has knowledge relating to the business of the Company or any of the Company's other subsidiaries and will make all suggestions and recommendations which Director feels will be of benefit to the Company; (f) Director will fully account for all records or other property belonging to the Company of which Director has custody, and will deliver the same promptly whenever and however he may be reasonably directed to do so; (g) Director recognizes that during the course of Director’s 's engagement with the Company, Director has had and will have access to, and that there has been. and will be disclosed to him, information of a proprietary nature owned by the Company, including but not limited to records, customer and supplier lists and information, pricing information, data, formulae, design information and specifications, inventions, processes and methods, which is of a confidential or trade secret nature, and which has great value to the Company and is a substantial basis and foundation upon which the business of the Company is predicated. Director acknowledges that except for Director's engagement and the fulfillment of the duties assigned to Director, Director would not have had and would not have access to such information, and Director agrees that any and all confidential knowledge or information which may have been or may be obtained by or disclosed to Director in the course of Director’s 's engagement with the Company, including but not limited to the information hereinabove set forth (collectively, the "Information"), will be held inviolate by Director, that Director will conceal the same from any and all other persons, including but not limited to competitors of the Company and its subsidiaries, and that Director will not impart the Information or any such knowledge acquired by Director as a director of the Company to anyone, either during Director's engagement by the Company or thereafter, except to employees, officers, directors or agents of the Company and its subsidiaries on a strict need-to-know basis in the performance of their duties for the Company or one of its subsidiaries. Director further agrees that during the term of this Agreement and thereafter, Director will not use the Information in competing with the Company, or in any other manner to Director's benefit and to the detriment of the Company or its subsidiaries; (h) Director agrees that upon termination of Director's engagement hereunder Director will immediately surrender and turn tum over to the Company all books, records, forms, specifications, formulae, data, processes, papers and writings related to the business of the Company, and all other property belonging to the Company, together with all copies of the foregoing, it being understood and agreed that the same are the sole property, directly or indirectly, of the Company; and (i) Director understands and acknowledges that the securities of the Company are publicly traded and subject to the Securities Act of 1933 and the Securities Exchange Act of 1934. As a result, Director acknowledges and agrees that (i) he is required under applicable securities laws to refrain from trading in securities of the Company while in possession of material nonpublic information and to refrain from. disclosing any material nonpublic information to anyone except as permitted by this Agreement in connection with the performance of Director’s 's duties hereunder, and (ii) he will communicate to any person to whom he communicates any material nonpublic information that such information is material nonpublic information and that the trading and disclosure restrictions in clause (i) above also apply to such person.

Covenants of Director. For and in consideration of the engagement herein contemplated and the consideration paid or promised to be paid by the Company, Director does hereby covenant, agree and promise that during the term hereof, and thereafter to the extent specifically provided in this Agreement: (a) Director will not actively engage, directly or indirectly, engage in any other business or venture that competes with the Company except at the direction or upon the written approval of the Company; (b) Director will not engage, directly or indirectly, engage in the ownership, management, operation or control of, or employment by, any business of the type and character engaged in by the Company or any of its subsidiaries. Director may make personal investments in public companies, such as those made through or recommended by a stock broker; (c) Director will truthfully and accurately make, maintain and preserve all records and reports that the Company may from time to time reasonably request or require; (d) Director will obey all rules, regulations and reasonable special instructions applicable to Director, and will be loyal and faithful to the Company at all times, constantly endeavoring to improve Director's ability and knowledge of the business in an effort to increase the value of Director's services to the mutual benefit of the Parties; (e) Director will make available to the Company any and all of the information of which Director has knowledge relating to the business of the Company or any of the Company's other subsidiaries and will make all suggestions and recommendations which Director feels will be of benefit to the Company; (f) Director will fully account for all records or other property belonging to the Company of which Director has custody, and will deliver the same promptly whenever and however he may be reasonably directed to do so; (g) Director recognizes that during the course of Director’s engagement with the Company, Director has had and will have access to, and that there has been. and will be disclosed to him, information of a proprietary nature owned by the Company, including but not limited to records, customer and supplier lists and information, pricing information, data, formulae, design information and specifications, inventions, processes and methods, which is of a confidential or trade secret nature, and which has great value to the Company and is a substantial basis and foundation upon which the business of the Company is predicated. Director acknowledges that except for Director's engagement and the fulfillment of the duties assigned to Director, Director would not have had and would not have access to such information, and Director agrees that any and all confidential knowledge or information which may have been or may be obtained by or disclosed to Director in the course of Director’s engagement with the Company, including but not limited to the information hereinabove set forth (collectively, the "Information"), will be held inviolate by Director, that Director will conceal the same from any and all other persons, including but not limited to competitors of the Company and its subsidiaries, and that Director will not impart the Information or any such knowledge acquired by Director as a director of the Company to anyone, either during Director's engagement by the Company or thereafter, except to employees, officers, directors or agents of the Company and its subsidiaries on a strict need-to-know basis in the performance of their duties for the Company or one of its subsidiaries. Director further agrees that during the term of this Agreement and for 3 years thereafter, Director will not use the Information in competing with the Company, or in any other manner to Director's benefit and to the detriment of the Company or its subsidiaries; (h) Director agrees that upon termination of Director's engagement hereunder Director will immediately will, in a timely fashion, surrender and turn over to the Company all books, records, forms, specifications, formulae, data, processes, papers and writings related to the business of the Company, and all other property belonging to the Company, together with all copies of the foregoing, it being understood and agreed that the same are the sole property, directly or indirectly, of the Company; and (i) Director understands and acknowledges that the securities of the Company are publicly traded and subject to the Securities Act of 1933 and the Securities Exchange Act of 1934. As a result, Director acknowledges and agrees that (i) he is required under applicable securities laws to refrain from trading in securities of the Company while in possession of material nonpublic information and to refrain from. disclosing any material nonpublic information to anyone except as permitted by this Agreement in connection with the performance of Director’s duties hereunder, and (ii) he will communicate to any person to whom he communicates any material nonpublic information that such information is material nonpublic information and that the trading and disclosure restrictions in clause (i) above also apply to such person.