Covenants of Executive. 10.1 Executive acknowledges that as a result of the services to be rendered to the Company hereunder, Executive will be brought into close contact with many confidential affairs of the Company, its subsidiaries and affiliates, not readily available to the public. Executive further acknowledges that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character; that the business of the Company is international in scope; that its goods and services are marketed throughout the United States and various parts of the world and that the Company competes with other organizations that are or could be located in nearly any part of the United States and in various parts of the world. 10.2 In recognition of the foregoing, Executive covenants and agrees that, except as is necessary in providing services under this Agreement or to the extent necessary to comply with law or the valid order of a court or government agency of competent jurisdiction, Executive will not knowingly use for his own benefit nor knowingly divulge any Confidential Information and Trade Secrets of the Company, its subsidiaries and affiliated entities, which are not otherwise in the public domain and, so long as they remain Confidential Information and Trade Secrets not in the public domain, will not intentionally disclose them to anyone outside of the Company either during or after his employment. For the purposes of this Agreement, "Confidential Information and Trade Secrets" of the Company means information which is secret to the Company, its subsidiaries and affiliated entities. It may include, but is not limited to, information relating to the magazines, books, publications, products, services, television stations, real estate franchise operations, new and future concepts and business of the Company, its subsidiaries and affiliates, in the form of memoranda, reports, computer software and data banks, customer lists, employee lists, books, records, financial statements, manuals, papers, contracts and strategic plans. As a guide, Executive is to consider information originated, owned, controlled or possessed by the Company, its subsidiaries or affiliated entities which is not disclosed in printed publications stated to be available for distribution outside the Company, its subsidiaries and affiliated entities as being secret and confidential. In instances where doubt does or should reasonably be understood to exist in Executive's mind as to whether information is secret and confidential to the Company, its subsidiaries and affiliated entities, Executive agrees to request an opinion, in writing, from Meredith's Chief Executive Officer. 10.3 Anything to the contrary in this Section 10 notwithstanding, Executive shall disclose to the public and discuss such information as is customary or legally required to be disclosed by a Company whose stock is publicly traded, or that is otherwise legally required to disclose, or that is in the best interests of the Company to do so. 10.4 Executive will deliver promptly to the Company on the termination of his employment with the Company, or at any other time the Company may so request, all memoranda, notes, records, reports and other documents relating to the Company, its subsidiaries and affiliated entities, and all property owned by the Company, its subsidiaries and affiliated entities, which Executive obtained while employed by the Company, and which Executive may then possess or have under his control. 10.5 During and for a period of twenty-four (24) months after the termination of employment with the Company (except that the time period of such restrictions shall be extended by any period during which Executive is in violation of this Section 10.5), Executive will not knowingly interfere with, disrupt or attempt to disrupt, any then existing relationship, contractual or otherwise between the Company, its subsidiaries or affiliated entities, and any customer, client, supplier, or agent, or knowingly solicit, or assist any other entity in soliciting for employment, any person known to Executive to be an agent or executive employee of the Company, its subsidiaries, or affiliated entities, it being understood that the right to seek or enter into contractual arrangements with independent contractors, including, without limitation, consultants, professionals, authors, advertisers and the like, shall not be abridged by reason of this Section 10. In addition, in the event of a voluntary termination under Section 9.5, during and for a period of twenty-four (24) months after the termination of employment with the Company, Executive will not render services directly or indirectly as an employee, officer, director, consultant, independent contractor or in any other capacity to any person or entity that is a competitor of the Company. 10.6 Executive will promptly disclose to the Company all inventions, processes, original works of authorship, trademarks, patents, improvements and discoveries related to the business of the Company, its subsidiaries and affiliated entities (collectively "Developments"), conceived or developed during Executive's employment with the Company and based upon information to which he had access during the term of employment, whether or not conceived during regular working hours, through the use of the Company time, material or facilities or otherwise. All such Developments shall be the sole and exclusive property of the Company, and upon request Executive shall deliver to the Company all outlines, descriptions and other data and records relating to such Developments, and shall execute any documents deemed necessary by the Company to protect the Company's rights hereunder. Executive agrees upon request to assist the Company to obtain United States or foreign letters patent and copyright registrations covering inventions and original works of authorship belonging to the Company hereunder. If the Company is unable because of Executive's mental or physical incapacity to secure Executive's signature to apply for or to pursue any application for any United States or foreign letters patent or copyright registrations covering inventions and original works of authorship belonging to the Company hereunder, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to act for and in his behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by him. Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that he may hereafter have for infringement of any patents or copyright resulting from any such application for letters patent or copyright registrations belonging to the Company hereunder. 10.7 Executive agrees that the remedy at law for any breach or threatened breach of any covenant contained in this Section 10 may be inadequate and that the Company, in addition to such other remedies as may be available to it, in law or in equity, shall be entitled to injunctive relief without bond or other security. 10.8 Although the restrictions contained in Sections 10.1, 10.2, 10.4 and 10.5 above are considered by the parties hereto to be fair and reasonable in the circumstances, it is recognized that restrictions of such nature may fail for technical reasons, and accordingly it is hereby agreed that if any of such restrictions shall be adjudged to be void or unenforceable for whatever reason, but would be valid if part of the wording thereof were deleted, or the period thereof reduced or the area dealt with thereby reduced in scope, the restrictions contained in Section 10.1, 10.2, 10.4 and 10.5 shall be enforced to the maximum extend permitted by law, and the parties consent and agree that such scope or wording may be accordingly judicially modified in any proceeding brought to enforce such restrictions. 10.9 Notwithstanding that Executive's employment hereunder may expire or be terminated as provided in Sections 2 or 9 above, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of Executive contained in this Section 10. In addition, the Company obligations under Sections 9, 11 and 19 shall continue in full force and effect with respect to Executive or his estate.
Appears in 2 contracts
Samples: Employment Agreement (Meredith Corp), Employment Agreement (Meredith Corp)
Covenants of Executive. 10.1 Executive acknowledges that as a result For and in consideration of the services employment herein contemplated and the consideration paid or promised to be rendered paid by the Company, Executive does hereby covenant, agree and promise that during the term hereof, and thereafter to the extent specifically provided in this Agreement:
(a) Executive 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 CEO of the Company;
(b) Executive 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.
(c) Executive 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) Executive will obey all rules, regulations and reasonable special instructions applicable to Executive, and will be loyal and faithful to the Company hereunderat all times, constantly endeavoring to improve Executive’s ability and knowledge of the business in an effort to increase the value of Executive’s services to the mutual benefit of the Parties;
(e) Executive will be brought into close contact with many confidential affairs make available to the Company any and all of the information of which Executive has knowledge relating to the business of the Company or any of the Company, its ’s other subsidiaries and affiliates, not readily available will make all suggestions and recommendations which Executive feels will be of benefit to the public. Company;
(f) Executive further acknowledges will fully account for all money, records, goods, wares and merchandise or other property belonging to the Company of which Executive has custody, and will pay over and deliver the same promptly whenever and however he may be reasonably directed to do so;
(g) Executive recognizes that during the services course of Executive’s previous and current employment with the Company, Executive has had and will have access to, and that there has been, and will be disclosed to be performed under this Agreement are him, information of a specialproprietary nature owned by the Company, uniqueincluding but not limited to records, unusualcustomer and supplier lists and information, extraordinary pricing information, data, formulae, design information and intellectual character; that 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 international in scope; predicated. Executive acknowledges that its goods except for Executive’s employment and services are marketed throughout the United States and various parts fulfillment of the world and that the Company competes with other organizations that are or could be located in nearly any part of the United States and in various parts of the world.
10.2 In recognition of the foregoingduties assigned to Executive, Executive covenants would not have had and would not have access to such information, and Executive agrees that, except as is necessary in providing services under this Agreement that any and all confidential knowledge or information which may have been or may be obtained by or disclosed to the extent necessary to comply with law or the valid order of a court or government agency of competent jurisdiction, Executive will not knowingly use for his own benefit nor knowingly divulge any Confidential Information and Trade Secrets of the Company, its subsidiaries and affiliated entities, which are not otherwise in the public domain and, so long as they remain Confidential Information and Trade Secrets not in the public domain, will not intentionally disclose them to anyone outside course of the Company either during or after his employment. For the purposes of this Agreement, "Confidential Information and Trade Secrets" of the Company means information which is secret to the Company, its subsidiaries and affiliated entities. It may include, but is not limited to, information relating to the magazines, books, publications, products, services, television stations, real estate franchise operations, new and future concepts and business of the Company, its subsidiaries and affiliates, in the form of memoranda, reports, computer software and data banks, customer lists, employee lists, books, records, financial statements, manuals, papers, contracts and strategic plans. As a guide, Executive is to consider information originated, owned, controlled or possessed by the Company, its subsidiaries or affiliated entities which is not disclosed in printed publications stated to be available for distribution outside the Company, its subsidiaries and affiliated entities as being secret and confidential. In instances where doubt does or should reasonably be understood to exist in Executive's mind as to whether information is secret and confidential to the Company, its subsidiaries and affiliated entities, Executive agrees to request an opinion, in writing, from Meredith's Chief Executive Officer.
10.3 Anything to the contrary in this Section 10 notwithstanding, Executive shall disclose to the public and discuss such information as is customary or legally required to be disclosed by a Company whose stock is publicly traded, or that is otherwise legally required to disclose, or that is in the best interests of the Company to do so.
10.4 Executive will deliver promptly to the Company on the termination of his ’s employment with the Company, or at including but not limited to the information hereinabove set forth (collectively, the “Information”), will be held inviolate by Executive, that Executive will conceal the same from any and all other time persons, including but not limited to competitors of the Company may so requestand its subsidiaries, all memorandaand that Executive will not impart the Information or any such knowledge acquired by Executive as an officer, notesdirector or employee of the Company to anyone, recordseither during Executive’s employment by the Company or thereafter, reports except to employees or agents of the Company and other documents relating to the Company, its subsidiaries and affiliated entities, and all property owned by on a strict need-to-know basis in the Company, its subsidiaries and affiliated entities, which Executive obtained while employed by the Company, and which Executive may then possess performance of their duties as employees or have under his control.
10.5 During and for a period agents of twenty-four (24) months after the termination of employment with the Company (except or one of its subsidiaries. Executive further agrees that during the time period of such restrictions shall be extended by any period during which Executive is in violation term of this Section 10.5)Agreement and thereafter, Executive will not knowingly interfere with, disrupt or attempt to disrupt, any then existing relationship, contractual or otherwise between use the Company, its subsidiaries or affiliated entities, and any customer, client, supplier, or agent, or knowingly solicit, or assist any other entity Information in soliciting for employment, any person known to Executive to be an agent or executive employee of the Company, its subsidiaries, or affiliated entities, it being understood that the right to seek or enter into contractual arrangements with independent contractors, including, without limitation, consultants, professionals, authors, advertisers and the like, shall not be abridged by reason of this Section 10. In addition, in the event of a voluntary termination under Section 9.5, during and for a period of twenty-four (24) months after the termination of employment competing with the Company, Executive will not render services directly or indirectly as an employee, officer, director, consultant, independent contractor or in any other capacity manner to any person Executive’s benefit or entity that is a competitor to the detriment of the Company.Company or its subsidiaries;
10.6 (h) Executive agrees that upon termination of Executive’s employment hereunder Executive will promptly disclose immediately surrender and turn over to the Company all inventionsbooks, records, forms, specifications, formulae, data, processes, original works of authorship, trademarks, patents, improvements papers and discoveries writings related to the business of the Company, its subsidiaries and affiliated entities 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;
(i) Executive agrees that all ideas, concepts, processes, discoveries, devices, machines, tools, materials, designs, improvements, inventions and other things of value (hereinafter collectively "Developments"referred to as “intangible rights”), conceived whether patentable or developed during Executive's employment not, which are conceived, made, invented or suggested either by Executive alone or in collaboration with the Company and based upon information to which he had access others during the term of Executive’s employment, and whether or not conceived during regular working hours, through the use of shall be promptly disclosed in writing to the Company time, material or facilities or otherwise. All such Developments and shall be the sole and exclusive property of the Company. Executive hereby assigns all of Executive’s right, title and upon request Executive shall deliver interest in and to all such intangible rights to the Company all outlines, descriptions and other data and records relating to such Developments, and its successors or assigns. In the event that any of said intangible rights shall execute any documents be deemed necessary by the Company to protect be patentable or otherwise able to be registered under any federal, state or foreign law, Executive further agrees that at the request and expense of the Company's rights hereunder. Executive agrees upon request , he will execute all documents and do all things necessary, advisable or proper to assist obtain patents therefore or registration thereof; and to vest in the Company to obtain United States or foreign letters patent full title thereto; and
(j) Executive understands and copyright registrations covering inventions acknowledges that the securities of the Company are publicly traded and original works of authorship belonging subject to the Company hereunderSecurities Act of 1933 and the Securities Exchange Act of 1934. If As a result, Executive acknowledges and agrees that (i) he is required under applicable securities laws to refrain from trading in securities of the Company is unable because 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 Executive's mental or physical incapacity to secure Executive's signature to apply for or to pursue any application for any United States or foreign letters patent or copyright registrations covering inventions and original works of authorship belonging to the Company ’s duties hereunder, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, (ii) he will communicate to act for and in his behalf and stead any person to execute and file whom he communicates any material nonpublic information that such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by him. Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that he may hereafter have for infringement of any patents or copyright resulting from any such application for letters patent or copyright registrations belonging to the Company hereunder.
10.7 Executive agrees that the remedy at law for any breach or threatened breach of any covenant contained in this Section 10 may be inadequate information is material nonpublic information and that the Company, trading and disclosure restrictions in addition clause (i) above also apply to such other remedies as may be available to it, in law or in equity, shall be entitled to injunctive relief without bond or other securityperson.
10.8 Although the restrictions contained in Sections 10.1, 10.2, 10.4 and 10.5 above are considered by the parties hereto to be fair and reasonable in the circumstances, it is recognized that restrictions of such nature may fail for technical reasons, and accordingly it is hereby agreed that if any of such restrictions shall be adjudged to be void or unenforceable for whatever reason, but would be valid if part of the wording thereof were deleted, or the period thereof reduced or the area dealt with thereby reduced in scope, the restrictions contained in Section 10.1, 10.2, 10.4 and 10.5 shall be enforced to the maximum extend permitted by law, and the parties consent and agree that such scope or wording may be accordingly judicially modified in any proceeding brought to enforce such restrictions.
10.9 Notwithstanding that Executive's employment hereunder may expire or be terminated as provided in Sections 2 or 9 above, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of Executive contained in this Section 10. In addition, the Company obligations under Sections 9, 11 and 19 shall continue in full force and effect with respect to Executive or his estate.
Appears in 2 contracts
Samples: Employment Agreement (Conversion Labs, Inc.), Employment Agreement (Conversion Labs, Inc.)
Covenants of Executive. 10.1 (a) Executive acknowledges will truthfully and accurately make, maintain and preserve all records and reports that as a result the Company may from time-to-time reasonably request or require.
(b) Executive will obey all rules, regulations and reasonable special instructions applicable to Executive, and will be loyal and faithful to the Company, and its subsidiaries at all times, constantly endeavoring to improve Executive’s ability and knowledge of the business in an effort to increase the value of Executive’s services to be rendered the mutual benefit of the Parties.
(c) Executive will make available to the Company hereunder, Executive will be brought into close contact with many confidential affairs any and all of the Company, its subsidiaries and affiliates, not readily available information of which Executive has knowledge relating to the public. Executive further acknowledges that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character; that the business of the Company is international in scope; that its goods and services are marketed throughout the United States and various parts or any of the world and that the Company competes with other organizations that are or could be located in nearly any part of the United States and in various parts of the world.
10.2 In recognition of the foregoing, Executive covenants and agrees that, except as is necessary in providing services under this Agreement or to the extent necessary to comply with law or the valid order of a court or government agency of competent jurisdiction, Executive will not knowingly use for his own benefit nor knowingly divulge any Confidential Information and Trade Secrets of the Company, its subsidiaries and affiliated entitieswill make all suggestions and recommendations which Executive feels will be of benefit to the Company.
(d) Executive will fully account for all money, which are not otherwise in the public domain andrecords, so long as they remain Confidential Information goods, wares and Trade Secrets not in the public domain, will not intentionally disclose them to anyone outside of the Company either during merchandise or after his employment. For the purposes of this Agreement, "Confidential Information and Trade Secrets" of the Company means information which is secret other property belonging to the Company, its subsidiaries and affiliated entities. It may include, but is not limited to, information relating to the magazines, books, publications, products, services, television stations, real estate franchise operations, new and future concepts and business of the Company’s subsidiaries of which Executive has custody, its subsidiaries and affiliates, in will pay over and deliver the form of memoranda, reports, computer software same promptly whenever and data banks, customer lists, employee lists, books, records, financial statements, manuals, papers, contracts and strategic plans. As a guide, Executive is to consider information originated, owned, controlled or possessed by the Company, its subsidiaries or affiliated entities which is not disclosed in printed publications stated to however he may be available for distribution outside the Company, its subsidiaries and affiliated entities as being secret and confidential. In instances where doubt does or should reasonably be understood to exist in Executive's mind as to whether information is secret and confidential to the Company, its subsidiaries and affiliated entities, Executive agrees to request an opinion, in writing, from Meredith's Chief Executive Officer.
10.3 Anything to the contrary in this Section 10 notwithstanding, Executive shall disclose to the public and discuss such information as is customary or legally required to be disclosed by a Company whose stock is publicly traded, or that is otherwise legally required to disclose, or that is in the best interests of the Company directed to do so.
10.4 (e) Executive will deliver promptly to the Company on the agrees that upon termination of his employment with the Company, or at any other time the Company may so request, all memoranda, notes, records, reports hereunder he will immediately surrender and other documents relating to the Company, its subsidiaries and affiliated entities, and all property owned by the Company, its subsidiaries and affiliated entities, which Executive obtained while employed by the Company, and which Executive may then possess or have under his control.
10.5 During and for a period of twenty-four (24) months after the termination of employment with the Company (except that the time period of such restrictions shall be extended by any period during which Executive is in violation of this Section 10.5), Executive will not knowingly interfere with, disrupt or attempt to disrupt, any then existing relationship, contractual or otherwise between the Company, its subsidiaries or affiliated entities, and any customer, client, supplier, or agent, or knowingly solicit, or assist any other entity in soliciting for employment, any person known to Executive to be an agent or executive employee of the Company, its subsidiaries, or affiliated entities, it being understood that the right to seek or enter into contractual arrangements with independent contractors, including, without limitation, consultants, professionals, authors, advertisers and the like, shall not be abridged by reason of this Section 10. In addition, in the event of a voluntary termination under Section 9.5, during and for a period of twenty-four (24) months after the termination of employment with the Company, Executive will not render services directly or indirectly as an employee, officer, director, consultant, independent contractor or in any other capacity to any person or entity that is a competitor of the Company.
10.6 Executive will promptly disclose turn over to the Company all inventionsbooks, records, forms, specifications, formulae, data, processes, original works of authorship, trademarks, patents, improvements papers and discoveries writings related to the business of the Company, and its subsidiaries subsidiaries, and affiliated entities (collectively "Developments"), conceived or developed during Executive's employment with the Company and based upon information all other property belonging to which he had access during the term of employment, whether or not conceived during regular working hours, through the use of the Company time, material or facilities or otherwise. All such Developments shall be the sole and exclusive property of the Company, and upon request its subsidiaries, including, but not limited to computers, phones and electronic storage devices, 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.
(f) Executive shall deliver understands that in his performing work for the Company, he will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to Executive has an obligation of confidentiality. Rather, Executive further understands that he will be expected to use only that information which is generally known and used by persons with training and experience comparable to his own, which is common knowledge in the Company all outlinesindustry or otherwise legally in the public domain, descriptions and other data and records relating to such Developments, and shall execute any documents deemed necessary or which is otherwise provided or developed by the Company to protect the Company's rights hereunder. Executive agrees upon request to assist the that he will not bring onto Company to obtain United States premises any unpublished documents or foreign letters patent and copyright registrations covering inventions and original works of authorship property belonging to the Company hereunder. If the Company is unable because any former employer or other person to whom Executive has an obligation of Executive's mental or physical incapacity to secure Executive's signature to apply for or to pursue any application for any United States or foreign letters patent or copyright registrations covering inventions and original works of authorship belonging to the Company hereunder, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to act for and in his behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by himconfidentiality. Executive hereby waives and quitclaims represents that he has disclosed to the Company any contract he has signed that may restrict Executive’s activities on behalf of the Company.
(g) Executive acknowledges and all claims, understands that the securities of any nature whatsoever, that he may hereafter have for infringement of any patents or copyright resulting from any such application for letters patent or copyright registrations belonging the Company are publicly traded and subject to various securities rules as well rules related to the Company hereunder.
10.7 exchanges upon which they are traded. As a result, Executive acknowledges and agrees that (i) he is required under applicable securities laws to refrain from trading in securities of the remedy at law for Company while in possession of material nonpublic information and to refrain from disclosing any breach or threatened breach material nonpublic information to anyone except as permitted by this Agreement in connection with the performance of Executive’s duties hereunder, and (ii) he will communicate to any covenant contained in this Section 10 may be inadequate person to whom Executive communicates any material nonpublic information that such information is material nonpublic information and that the Company, trading and disclosure restrictions in addition clause (i) above also apply to such other remedies as may be available to it, in law or in equity, shall be entitled to injunctive relief without bond or other securityperson.
10.8 Although the restrictions contained in Sections 10.1, 10.2, 10.4 and 10.5 above are considered by the parties hereto to be fair and reasonable in the circumstances, it is recognized that restrictions of such nature may fail for technical reasons, and accordingly it is hereby agreed that if any of such restrictions shall be adjudged to be void or unenforceable for whatever reason, but would be valid if part of the wording thereof were deleted, or the period thereof reduced or the area dealt with thereby reduced in scope, the restrictions contained in Section 10.1, 10.2, 10.4 and 10.5 shall be enforced to the maximum extend permitted by law, and the parties consent and agree that such scope or wording may be accordingly judicially modified in any proceeding brought to enforce such restrictions.
10.9 Notwithstanding that Executive's employment hereunder may expire or be terminated as provided in Sections 2 or 9 above, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of Executive contained in this Section 10. In addition, the Company obligations under Sections 9, 11 and 19 shall continue in full force and effect with respect to Executive or his estate.
Appears in 1 contract
Covenants of Executive. 10.1 (a) Executive acknowledges will truthfully and accurately make, maintain and preserve all records and reports that as a result the Company may from time-to-time reasonably request or require.
(b) Executive will obey all rules, regulations and reasonable special instructions applicable to Executive, and will be loyal and faithful to the Company, and its subsidiaries at all times, constantly endeavoring to improve Executive’s ability and knowledge of the business in an effort to increase the value of Executive’s services to be rendered the mutual benefit of the Parties.
(c) Executive will make available to the Company hereunder, Executive will be brought into close contact with many confidential affairs any and all of the Company, its subsidiaries and affiliates, not readily available information of which Executive has knowledge relating to the public. Executive further acknowledges that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character; that the business of the Company is international in scope; that its goods and services are marketed throughout the United States and various parts or any of the world and that the Company competes with other organizations that are or could be located in nearly any part of the United States and in various parts of the world.
10.2 In recognition of the foregoing, Executive covenants and agrees that, except as is necessary in providing services under this Agreement or to the extent necessary to comply with law or the valid order of a court or government agency of competent jurisdiction, Executive will not knowingly use for his own benefit nor knowingly divulge any Confidential Information and Trade Secrets of the Company, its subsidiaries and affiliated entitieswill make all suggestions and recommendations which Executive feels will be of benefit to the Company.
(d) Executive will fully account for all money, which are not otherwise in the public domain andrecords, so long as they remain Confidential Information goods, wares and Trade Secrets not in the public domain, will not intentionally disclose them to anyone outside of the Company either during merchandise or after his employment. For the purposes of this Agreement, "Confidential Information and Trade Secrets" of the Company means information which is secret other property belonging to the Company, its subsidiaries and affiliated entities. It may include, but is not limited to, information relating to the magazines, books, publications, products, services, television stations, real estate franchise operations, new and future concepts and business of the Company’s subsidiaries of which Executive has custody, its subsidiaries and affiliates, in will pay over and deliver the form of memoranda, reports, computer software same promptly whenever and data banks, customer lists, employee lists, books, records, financial statements, manuals, papers, contracts and strategic plans. As a guide, Executive is to consider information originated, owned, controlled or possessed by the Company, its subsidiaries or affiliated entities which is not disclosed in printed publications stated to however he may be available for distribution outside the Company, its subsidiaries and affiliated entities as being secret and confidential. In instances where doubt does or should reasonably be understood to exist in Executive's mind as to whether information is secret and confidential to the Company, its subsidiaries and affiliated entities, Executive agrees to request an opinion, in writing, from Meredith's Chief Executive Officer.
10.3 Anything to the contrary in this Section 10 notwithstanding, Executive shall disclose to the public and discuss such information as is customary or legally required to be disclosed by a Company whose stock is publicly traded, or that is otherwise legally required to disclose, or that is in the best interests of the Company directed to do so.
10.4 (e) Executive will deliver promptly to the Company on the agrees that upon termination of his employment with the Company, or at any other time the Company may so request, all memoranda, notes, records, reports hereunder he will immediately surrender and other documents relating to the Company, its subsidiaries and affiliated entities, and all property owned by the Company, its subsidiaries and affiliated entities, which Executive obtained while employed by the Company, and which Executive may then possess or have under his control.
10.5 During and for a period of twenty-four (24) months after the termination of employment with the Company (except that the time period of such restrictions shall be extended by any period during which Executive is in violation of this Section 10.5), Executive will not knowingly interfere with, disrupt or attempt to disrupt, any then existing relationship, contractual or otherwise between the Company, its subsidiaries or affiliated entities, and any customer, client, supplier, or agent, or knowingly solicit, or assist any other entity in soliciting for employment, any person known to Executive to be an agent or executive employee of the Company, its subsidiaries, or affiliated entities, it being understood that the right to seek or enter into contractual arrangements with independent contractors, including, without limitation, consultants, professionals, authors, advertisers and the like, shall not be abridged by reason of this Section 10. In addition, in the event of a voluntary termination under Section 9.5, during and for a period of twenty-four (24) months after the termination of employment with the Company, Executive will not render services directly or indirectly as an employee, officer, director, consultant, independent contractor or in any other capacity to any person or entity that is a competitor of the Company.
10.6 Executive will promptly disclose turn over to the Company all inventionsbooks, records, forms, specifications, formulae, data, processes, original works of authorship, trademarks, patents, improvements papers and discoveries writings related to the business of the Company, and its subsidiaries subsidiaries, and affiliated entities (collectively "Developments"), conceived or developed during Executive's employment with the Company and based upon information all other property belonging to which he had access during the term of employment, whether or not conceived during regular working hours, through the use of the Company time, material or facilities or otherwise. All such Developments shall be the sole and exclusive property of the Company, and upon request Executive shall deliver to the Company all outlinesits subsidiaries, descriptions and other data and records relating to such Developmentsincluding, but not limited to, computers, phones, and shall execute electronic storage devices, 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.
(f) Executive understands that in his performing work for the Company, he will be expected not to use or disclose any documents deemed necessary confidential information, including trade secrets, of any former employer or other person to Executive has an obligation of confidentiality. Rather, Executive further understands that he will be expected to use only that information which is generally known and used by persons with training and experience comparable to his own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company to protect the Company's rights hereunder. Executive agrees upon request to assist the that he will not bring onto Company to obtain United States premises any unpublished documents or foreign letters patent and copyright registrations covering inventions and original works of authorship property belonging to the Company hereunder. If the Company is unable because any former employer or other person to whom Executive has an obligation of Executive's mental or physical incapacity to secure Executive's signature to apply for or to pursue any application for any United States or foreign letters patent or copyright registrations covering inventions and original works of authorship belonging to the Company hereunder, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to act for and in his behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by himconfidentiality. Executive hereby waives and quitclaims represents that he has disclosed to the Company any contract he has signed that may restrict Executive’s activities on behalf of the Company.
(g) Executive acknowledges and all claims, understands that the securities of any nature whatsoever, that he may hereafter have for infringement of any patents or copyright resulting from any such application for letters patent or copyright registrations belonging the Company are publicly traded and subject to various securities rules as well rules related to the Company hereunder.
10.7 exchanges upon which they are traded. As a result, Executive acknowledges and agrees that (i) he is required under applicable securities laws to refrain from trading in securities of the remedy at law for Company while in possession of material nonpublic information and to refrain from disclosing any breach or threatened breach material nonpublic information to anyone except as permitted by this Agreement in connection with the performance of Executive’s duties hereunder, and (ii) he will communicate to any covenant contained in this Section 10 may be inadequate person to whom Executive communicates any material nonpublic information that such information is material nonpublic information and that the Company, trading and disclosure restrictions in addition clause (i) above also apply to such other remedies as may be available to it, in law or in equity, shall be entitled to injunctive relief without bond or other securityperson.
10.8 Although the restrictions contained in Sections 10.1, 10.2, 10.4 and 10.5 above are considered by the parties hereto to be fair and reasonable in the circumstances, it is recognized that restrictions of such nature may fail for technical reasons, and accordingly it is hereby agreed that if any of such restrictions shall be adjudged to be void or unenforceable for whatever reason, but would be valid if part of the wording thereof were deleted, or the period thereof reduced or the area dealt with thereby reduced in scope, the restrictions contained in Section 10.1, 10.2, 10.4 and 10.5 shall be enforced to the maximum extend permitted by law, and the parties consent and agree that such scope or wording may be accordingly judicially modified in any proceeding brought to enforce such restrictions.
10.9 Notwithstanding that Executive's employment hereunder may expire or be terminated as provided in Sections 2 or 9 above, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of Executive contained in this Section 10. In addition, the Company obligations under Sections 9, 11 and 19 shall continue in full force and effect with respect to Executive or his estate.
Appears in 1 contract
Covenants of Executive. 10.1 Executive acknowledges that as a result of before ---------------------- and during the services to be rendered to the Company hereunder, Executive will be brought into close contact with many confidential affairs of the Company, its subsidiaries and affiliates, not readily available to the public. Executive further acknowledges that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character; that the business of the Company is international in scope; that its goods and services are marketed throughout the United States and various parts of the world and that the Company competes with other organizations that are or could be located in nearly any part of the United States and in various parts of the world.
10.2 In recognition of the foregoing, Executive covenants and agrees that, except as is necessary in providing services under this Agreement or to the extent necessary to comply with law or the valid order of a court or government agency of competent jurisdiction, Executive will not knowingly use for his own benefit nor knowingly divulge any Confidential Information and Trade Secrets of the Company, its subsidiaries and affiliated entities, which are not otherwise in the public domain and, so long as they remain Confidential Information and Trade Secrets not in the public domain, will not intentionally disclose them to anyone outside of the Company either during or after his employment. For the purposes term of this Agreement, "the Company has furnished and will furnish Confidential Information and Trade Secrets" of developed by the Company means information which is secret and of continuing value to the Company, its subsidiaries and affiliated entities. It may include, but is not limited to, information relating to the magazines, books, publications, products, services, television stations, real estate franchise operations, new and future concepts and business which could be used by Executive on behalf of the Company, its subsidiaries and affiliates, in the form of memoranda, reports, computer software and data banks, customer lists, employee lists, books, records, financial statements, manuals, papers, contracts and strategic plans. As a guide, Executive is to consider information originated, owned, controlled or possessed by the Company, its subsidiaries or affiliated entities which is not disclosed in printed publications stated to be available for distribution outside the Company, its subsidiaries and affiliated entities as being secret and confidential. In instances where doubt does or should reasonably be understood to exist in Executive's mind as to whether information is secret and confidential to the Company, its subsidiaries and affiliated entities, Executive agrees to request an opinion, in writing, from Meredith's Chief Executive Officer.
10.3 Anything to the contrary in this Section 10 notwithstanding, Executive shall disclose to the public and discuss such information as is customary or legally required to be disclosed by a Company whose stock is publicly traded, or that is otherwise legally required to disclose, or that is in the best interests competitor of the Company to do so.
10.4 Executive will deliver promptly to its substantial detriment. Moreover, the Company on parties recognize that during the termination course of his employment with the Company, Executive may develop important relationships with customers and others having valuable business relationships with the Company. In view of the foregoing, Executive acknowledges and agrees that the restrictive covenants contained in this Section 7 are reasonably necessary to protect the Company's legitimate business interests and goodwill
7.1. Covenant Against Disclosure or at any other time Use of Confidential -------------------------------------------------- Information. Executive agrees that he will not, except with the Company may so request, all memoranda, notes, records, reports and other documents relating to ----------- prior written approval of the Company, its subsidiaries and affiliated entities, and all property owned by disclose Confidential Information to any person or firm other than the Company, its subsidiaries or use Confidential Information for personal financial gain within three (3) years of the expiration or termination of this Agreement for whatever cause, except that these restrictions will not apply to information that will become generally known through no fault of Executive, information that is disclosed to Executive by a third party that has legitimate and affiliated entitiesunrestricted possession thereof and the unrestricted right to make such disclosure, which information that Executive obtained while employed can demonstrate was within his legitimate and unrestricted possession before his employment by the Company or its predecessor or other information not rising to the level of a trade secret after 2 years from expiration or termination of this Agreement. "Confidential Information" means all business records, trade secrets, know-how concerning marketing, customer lists or compilations, financial information, personnel data, information contained in any documents prepared by or for the Company and its Executives at the Company's expense or on the Company's time or otherwise in furtherance of the Company's business, and which made available only to the Company and such of its authorized agents as may be necessary to further the Company's business, and other confidential information obtained by Executive may then possess or have under in the course of his control.
10.5 During employment hereunder. Executive further agrees to return to the Company all of the above business records and for a period any and all copies of twenty-four (24) months after the same in his control upon termination of employment with the Company (except that the time period of such restrictions shall be extended by any period during which Executive is in violation of this Section 10.5), Executive will not knowingly interfere with, disrupt or attempt to disrupt, any then existing relationship, contractual or otherwise between the Company, its subsidiaries or affiliated entities, and any customer, client, supplier, or agent, or knowingly solicit, or assist any other entity in soliciting for employment, any person known to Executive to be an agent or executive employee of the Company, its subsidiaries, or affiliated entities, it being understood that the right to seek or enter into contractual arrangements with independent contractors, including, without limitation, consultants, professionals, authors, advertisers and the like, shall not be abridged by reason of this Section 10. In addition, in the event of a voluntary termination under Section 9.5, during and for a period of twenty-four (24) months after the termination of employment with the Company, Executive will not render services directly or indirectly as an employee, officer, director, consultant, independent contractor or in any other capacity to any person or entity that is a competitor of the Company.
10.6 Executive will promptly disclose to the Company all inventions, processes, original works of authorship, trademarks, patents, improvements and discoveries related to the business of the Company, its subsidiaries and affiliated entities (collectively "Developments"), conceived or developed during Executive's employment with the Company and based upon information to which he had access during the term of employment, whether or not conceived during regular working hours, through the use of the Company time, material or facilities or otherwise. All such Developments shall be the sole and exclusive property of the Company, and upon request Executive shall deliver to the Company all outlines, descriptions and other data and records relating to such Developments, and shall execute any documents deemed necessary by the Company to protect the Company's rights hereunder. Executive agrees upon request to assist the Company to obtain United States or foreign letters patent and copyright registrations covering inventions and original works of authorship belonging to the Company hereunder. If the Company is unable because of Executive's mental or physical incapacity to secure Executive's signature to apply for or to pursue any application for any United States or foreign letters patent or copyright registrations covering inventions and original works of authorship belonging to the Company hereunder, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to act for and in his behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by him. Executive hereby waives and quitclaims to the Company any and all claims, of any nature reason whatsoever, that he may hereafter have for infringement of any patents or copyright resulting from any such application for letters patent or copyright registrations belonging to the Company hereunder.
10.7 Executive agrees that the remedy at law for any breach or threatened breach of any covenant contained in this Section 10 may be inadequate and that the Company, in addition to such other remedies as may be available to it, in law or in equity, shall be entitled to injunctive relief without bond or other security.
10.8 Although the restrictions contained in Sections 10.1, 10.2, 10.4 and 10.5 above are considered by the parties hereto to be fair and reasonable in the circumstances, it is recognized that restrictions of such nature may fail for technical reasons, and accordingly it is hereby agreed that if any of such restrictions shall be adjudged to be void or unenforceable for whatever reason, but would be valid if part of the wording thereof were deleted, or the period thereof reduced or the area dealt with thereby reduced in scope, the restrictions contained in Section 10.1, 10.2, 10.4 and 10.5 shall be enforced to the maximum extend permitted by law, and the parties consent and agree that such scope or wording may be accordingly judicially modified in any proceeding brought to enforce such restrictions.
10.9 Notwithstanding that Executive's employment hereunder may expire or be terminated as provided in Sections 2 or 9 above, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of Executive contained in this Section 10. In addition, the Company obligations under Sections 9, 11 and 19 shall continue in full force and effect with respect to Executive or his estate.
Appears in 1 contract
Samples: Employment Agreement (United Americas Bankshares Inc)
Covenants of Executive. 10.1 Executive acknowledges that as a result For and in consideration of the services employment herein contemplated and the consideration paid or promised to be rendered paid by Invatec, Executive does hereby covenant, agree and promise that during the term hereof, and thereafter to the Company hereunder, extent specifically provided in Section 10 of this Agreement:
(a) Executive will be brought into close contact with many confidential affairs not actively engage, directly or indirectly, in any other business except at the direction or approval of Invatec;
(b) Executive will not engage, directly or indirectly, in the Companyownership, its subsidiaries and affiliatesmanagement, not readily available to the public. Executive further acknowledges that the services to be performed under this Agreement are of a specialoperation or control of, uniqueor employment by, unusual, extraordinary and intellectual character; that the any business of the Company is international type and character engaged in scope; that its goods and services are marketed throughout the United States and various parts of the world and that the Company competes with other organizations that are or could be located in nearly any part of the United States and in various parts of the world.
10.2 In recognition of by Invatec. Notwithstanding the foregoing, Executive covenants may make or maintain an investment not to exceed one percent of the capital stock of any publicly traded company;
(c) Executive will truthfully and accurately make, maintain and preserve all records and reports that Invatec may from time to time request or require;
(d) Executive will fully account for all money, records, goods, wares and merchandise or other property belonging to Invatec of which Executive has custody, and will pay over and deliver same promptly whenever and however he may be reasonably directed to do so;
(e) Executive will obey all rules, regulations and special instructions applicable to him, and will be loyal and faithful to Invatec at all times, constantly endeavoring to improve his ability and knowledge of the business in an effort to increase the value of his services to the mutual benefit of the Parties;
(f) Executive will make available to Invatec any and all of the information of which he has knowledge relating to the business of Invatec, and will make all suggestions and recommendations which he feels will be of benefit to Invatec;
(g) Executive recognizes that during the course of his employment, Executive has and will have access to, and that there has been and will be disclosed to him, information of a proprietary nature owned by Invatec, 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 Invatec and is a substantial basis and foundation upon which Invatec's business is predicated. Executive acknowledges that except for his employment and the fulfillment of the duties assigned to him, he would not have access to such information, and Executive agrees thatthat any and all confidential knowledge or information which may be obtained by or disclosed to him in the course of his employment, except including but not limited to the information hereinabove set forth (collectively, the "Information"), will be held inviolate by him, that he will conceal the same from any and all other persons, including but not limited to competitors of Invatec, and that he will not impart the Information or any such knowledge acquired by him as is necessary in providing services under an officer, director or employee of Invatec to anyone, either during his employment by Invatec or thereafter. Executive further agrees that during the term of this Agreement and thereafter, he will not use the Information in competing with Invatec, or in any other manner to his benefit or to the extent necessary detriment of Invatec;
(h) Executive agrees that upon termination of his employment hereunder he will immediately surrender and turn over to comply with law or the valid order of a court or government agency of competent jurisdiction, Executive will not knowingly use for his own benefit nor knowingly divulge any Confidential Information and Trade Secrets of the Company, its subsidiaries and affiliated entities, which are not otherwise in the public domain and, so long as they remain Confidential Information and Trade Secrets not in the public domain, will not intentionally disclose them to anyone outside of the Company either during or after his employment. For the purposes of this Agreement, "Confidential Information and Trade Secrets" of the Company means information which is secret to the Company, its subsidiaries and affiliated entities. It may include, but is not limited to, information relating to the magazines, books, publications, products, services, television stations, real estate franchise operations, new and future concepts and business of the Company, its subsidiaries and affiliates, in the form of memoranda, reports, computer software and data banks, customer lists, employee lists, Invatec all books, records, financial statementsforms, manualsspecifications, papersformulae, contracts and strategic plans. As a guide, Executive is to consider information originated, owned, controlled or possessed by the Company, its subsidiaries or affiliated entities which is not disclosed in printed publications stated to be available for distribution outside the Company, its subsidiaries and affiliated entities as being secret and confidential. In instances where doubt does or should reasonably be understood to exist in Executive's mind as to whether information is secret and confidential to the Company, its subsidiaries and affiliated entities, Executive agrees to request an opinion, in writing, from Meredith's Chief Executive Officer.
10.3 Anything to the contrary in this Section 10 notwithstanding, Executive shall disclose to the public and discuss such information as is customary or legally required to be disclosed by a Company whose stock is publicly traded, or that is otherwise legally required to disclose, or that is in the best interests of the Company to do so.
10.4 Executive will deliver promptly to the Company on the termination of his employment with the Company, or at any other time the Company may so request, all memoranda, notes, records, reports and other documents relating to the Company, its subsidiaries and affiliated entities, and all property owned by the Company, its subsidiaries and affiliated entities, which Executive obtained while employed by the Company, and which Executive may then possess or have under his control.
10.5 During and for a period of twenty-four (24) months after the termination of employment with the Company (except that the time period of such restrictions shall be extended by any period during which Executive is in violation of this Section 10.5), Executive will not knowingly interfere with, disrupt or attempt to disrupt, any then existing relationship, contractual or otherwise between the Company, its subsidiaries or affiliated entities, and any customer, client, supplier, or agent, or knowingly solicit, or assist any other entity in soliciting for employment, any person known to Executive to be an agent or executive employee of the Company, its subsidiaries, or affiliated entities, it being understood that the right to seek or enter into contractual arrangements with independent contractors, including, without limitation, consultants, professionals, authors, advertisers and the like, shall not be abridged by reason of this Section 10. In addition, in the event of a voluntary termination under Section 9.5, during and for a period of twenty-four (24) months after the termination of employment with the Company, Executive will not render services directly or indirectly as an employee, officer, director, consultant, independent contractor or in any other capacity to any person or entity that is a competitor of the Company.
10.6 Executive will promptly disclose to the Company all inventionsdata, processes, original works of authorship, trademarks, patents, improvements papers and discoveries writings related to the business of Invatec and all other property belonging to Invatec, together with all copies of the Companyforegoing, its subsidiaries it being understood and affiliated entities agreed that the same are the sole property of Invatec; and
(i) Executive agrees that all ideas, concepts, processes, discoveries, devices, machines, tools, materials, designs, improvements, inventions and other things of value (hereinafter collectively referred to as "Developmentsintangible rights"), conceived whether patentable or developed during Executive's employment not, which are conceived, made, invented or suggested either by him alone or in collaboration with the Company and based upon information to which he had access others during the term of his employment, and whether or not conceived during regular working hours, through the use of the Company time, material or facilities or otherwise. All such Developments shall be promptly disclosed in writing to Invatec and shall be the sole and exclusive property of the Company, and upon request Executive shall deliver to the Company all outlines, descriptions and other data and records relating to such Developments, and shall execute any documents deemed necessary by the Company to protect the Company's rights hereunder. Executive agrees upon request to assist the Company to obtain United States or foreign letters patent and copyright registrations covering inventions and original works of authorship belonging to the Company hereunder. If the Company is unable because of Executive's mental or physical incapacity to secure Executive's signature to apply for or to pursue any application for any United States or foreign letters patent or copyright registrations covering inventions and original works of authorship belonging to the Company hereunder, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to act for and in his behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by himInvatec. Executive hereby waives assigns all of his right, title and quitclaims interest in and to all such intangible rights to Invatec, and its successors or assigns. In the Company event that any and all claimsof said intangible rights shall be deemed by Invatec to be patentable or otherwise registerable under any federal, of any nature whatsoeverstate or foreign law, that he may hereafter have for infringement of any patents or copyright resulting from any such application for letters patent or copyright registrations belonging to the Company hereunder.
10.7 Executive further agrees that at the remedy at law for any breach expense of Invatec, he will execute all documents and do all things necessary, advisable or threatened breach of any covenant contained in this Section 10 may be inadequate and that the Company, in addition proper to such other remedies as may be available to it, in law obtain patents therefor or in equity, shall be entitled to injunctive relief without bond or other security.
10.8 Although the restrictions contained in Sections 10.1, 10.2, 10.4 and 10.5 above are considered by the parties hereto to be fair and reasonable in the circumstances, it is recognized that restrictions of such nature may fail for technical reasonsregistration thereof, and accordingly it is hereby agreed that if any of such restrictions shall be adjudged to be void or unenforceable for whatever reason, but would be valid if part of the wording thereof were deleted, or the period thereof reduced or the area dealt with thereby reduced vest in scope, the restrictions contained in Section 10.1, 10.2, 10.4 and 10.5 shall be enforced to the maximum extend permitted by law, and the parties consent and agree that such scope or wording may be accordingly judicially modified in any proceeding brought to enforce such restrictionsInvatec full title thereto.
10.9 Notwithstanding that Executive's employment hereunder may expire or be terminated as provided in Sections 2 or 9 above, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of Executive contained in this Section 10. In addition, the Company obligations under Sections 9, 11 and 19 shall continue in full force and effect with respect to Executive or his estate.
Appears in 1 contract
Samples: Stock Purchase Agreement (Innovative Valve Technologies Inc)
Covenants of Executive. 10.1 (a) Executive will truthfully and accurately make, maintain and preserve all records and reports that the Company may from time to time reasonably request or require;
(b) Executive will obey all rules, regulations and reasonable special instructions applicable to Executive, and will be loyal and faithful to the Company at all times, constantly endeavoring to improve Executive’s ability and knowledge of the business in an effort to increase the value of Executive’s services to the mutual benefit of the Parties;
(c) Executive will make available to the Company any and all of the information of which Executive 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 Executive feels will be of benefit to the Company;
(d) Executive will fully account for all money, records, goods, wares and merchandise or other property belonging to the Company of which Executive has custody, and will pay over and deliver the same promptly whenever and however he may be reasonably directed to do so;
(e) Executive acknowledges that as a result condition of employment, he must sign and comply with the Executive Confidential Information and Inventions Assignment Agreement attached hereto as Exhibit A, which prohibits unauthorized use or disclosure of the services to be rendered Company’s proprietary information, among other obligations;
(f) Executive agrees that upon termination of his employment hereunder he will immediately surrender and turn over to the Company hereunder, Executive will be brought into close contact with many confidential affairs of the Company, its subsidiaries and affiliates, not readily available to the public. Executive further acknowledges that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character; that the business of the Company is international in scope; that its goods and services are marketed throughout the United States and various parts of the world and that the Company competes with other organizations that are or could be located in nearly any part of the United States and in various parts of the world.
10.2 In recognition of the foregoing, Executive covenants and agrees that, except as is necessary in providing services under this Agreement or to the extent necessary to comply with law or the valid order of a court or government agency of competent jurisdiction, Executive will not knowingly use for his own benefit nor knowingly divulge any Confidential Information and Trade Secrets of the Company, its subsidiaries and affiliated entities, which are not otherwise in the public domain and, so long as they remain Confidential Information and Trade Secrets not in the public domain, will not intentionally disclose them to anyone outside of the Company either during or after his employment. For the purposes of this Agreement, "Confidential Information and Trade Secrets" of the Company means information which is secret to the Company, its subsidiaries and affiliated entities. It may include, but is not limited to, information relating to the magazines, books, publications, products, services, television stations, real estate franchise operations, new and future concepts and business of the Company, its subsidiaries and affiliates, in the form of memoranda, reports, computer software and data banks, customer lists, employee lists, all books, records, financial statementsforms, manualsspecifications, papersformulae, contracts and strategic plans. As a guide, Executive is to consider information originated, owned, controlled or possessed by the Company, its subsidiaries or affiliated entities which is not disclosed in printed publications stated to be available for distribution outside the Company, its subsidiaries and affiliated entities as being secret and confidential. In instances where doubt does or should reasonably be understood to exist in Executive's mind as to whether information is secret and confidential to the Company, its subsidiaries and affiliated entities, Executive agrees to request an opinion, in writing, from Meredith's Chief Executive Officer.
10.3 Anything to the contrary in this Section 10 notwithstanding, Executive shall disclose to the public and discuss such information as is customary or legally required to be disclosed by a Company whose stock is publicly traded, or that is otherwise legally required to disclose, or that is in the best interests of the Company to do so.
10.4 Executive will deliver promptly to the Company on the termination of his employment with the Company, or at any other time the Company may so request, all memoranda, notes, records, reports and other documents relating to the Company, its subsidiaries and affiliated entities, and all property owned by the Company, its subsidiaries and affiliated entities, which Executive obtained while employed by the Company, and which Executive may then possess or have under his control.
10.5 During and for a period of twenty-four (24) months after the termination of employment with the Company (except that the time period of such restrictions shall be extended by any period during which Executive is in violation of this Section 10.5), Executive will not knowingly interfere with, disrupt or attempt to disrupt, any then existing relationship, contractual or otherwise between the Company, its subsidiaries or affiliated entities, and any customer, client, supplier, or agent, or knowingly solicit, or assist any other entity in soliciting for employment, any person known to Executive to be an agent or executive employee of the Company, its subsidiaries, or affiliated entities, it being understood that the right to seek or enter into contractual arrangements with independent contractors, including, without limitation, consultants, professionals, authors, advertisers and the like, shall not be abridged by reason of this Section 10. In addition, in the event of a voluntary termination under Section 9.5, during and for a period of twenty-four (24) months after the termination of employment with the Company, Executive will not render services directly or indirectly as an employee, officer, director, consultant, independent contractor or in any other capacity to any person or entity that is a competitor of the Company.
10.6 Executive will promptly disclose to the Company all inventionsdata, processes, original works of authorship, trademarks, patents, improvements papers and discoveries writings related to the business of the Company, its subsidiaries and affiliated entities (collectively "Developments")all other property belonging to the Company, conceived or developed during Executive's employment together with the Company and based upon information to which he had access during the term of employment, whether or not conceived during regular working hours, through the use all copies of the Company timeforegoing, material or facilities or otherwise. All such Developments shall be it being understood and agreed that the same are the sole and exclusive property property, directly or indirectly, of the Company;
(g) Executive understands that in his performing work for the Company, he will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to Executive has an obligation of confidentiality. Rather, Executive further understands that he will be expected to use only that information which is generally known and upon request Executive shall deliver used by persons with training and experience comparable to his own, which is common knowledge in the Company all outlinesindustry or otherwise legally in the public domain, descriptions and other data and records relating to such Developments, and shall execute any documents deemed necessary or which is otherwise provided or developed by the Company to protect the Company's rights hereunder. Executive agrees upon request to assist the that he will not bring onto Company to obtain United States premises any unpublished documents or foreign letters patent and copyright registrations covering inventions and original works of authorship property belonging to the Company hereunder. If the Company is unable because any former employer or other person to whom Executive has an obligation of Executive's mental or physical incapacity to secure Executive's signature to apply for or to pursue any application for any United States or foreign letters patent or copyright registrations covering inventions and original works of authorship belonging to the Company hereunder, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to act for and in his behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by himconfidentiality. Executive hereby waives and quitclaims represents that he have disclosed to the Company any contract he has signed that may restrict Executive’s activities on behalf of the Company.
(h) Executive acknowledges and all claims, understands that the securities of any nature whatsoever, that he may hereafter have for infringement of any patents or copyright resulting from any such application for letters patent or copyright registrations belonging the Company are publicly traded and subject to the Company hereunder.
10.7 Securities Act of 1933 and the Securities Exchange Act of 1934. As a result, Executive acknowledges and agrees that (i) he is required under applicable securities laws to refrain from trading in securities of the remedy at law for Company while in possession of material nonpublic information and to refrain from disclosing any breach or threatened breach material nonpublic information to anyone except as permitted by this Agreement in connection with the performance of Executive’s duties hereunder, and (ii) he will communicate to any covenant contained in this Section 10 may be inadequate person to whom Executive communicates any material nonpublic information that such information is material nonpublic information and that the Company, trading and disclosure restrictions in addition clause (i) above also apply to such other remedies as may be available to it, in law or in equity, shall be entitled to injunctive relief without bond or other securityperson.
10.8 Although the restrictions contained in Sections 10.1, 10.2, 10.4 and 10.5 above are considered by the parties hereto to be fair and reasonable in the circumstances, it is recognized that restrictions of such nature may fail for technical reasons, and accordingly it is hereby agreed that if any of such restrictions shall be adjudged to be void or unenforceable for whatever reason, but would be valid if part of the wording thereof were deleted, or the period thereof reduced or the area dealt with thereby reduced in scope, the restrictions contained in Section 10.1, 10.2, 10.4 and 10.5 shall be enforced to the maximum extend permitted by law, and the parties consent and agree that such scope or wording may be accordingly judicially modified in any proceeding brought to enforce such restrictions.
10.9 Notwithstanding that Executive's employment hereunder may expire or be terminated as provided in Sections 2 or 9 above, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of Executive contained in this Section 10. In addition, the Company obligations under Sections 9, 11 and 19 shall continue in full force and effect with respect to Executive or his estate.
Appears in 1 contract
