Covenants of Xxxxxxx. 10.1 Xxxxxxx acknowledges that as a result of the services to be rendered to the Company hereunder, Xxxxxxx will be brought into close contact with many confidential affairs of the Company, its subsidiaries and affiliates, not readily available to the public. Xxxxxxx 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, Xxxxxxx 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, Xxxxxxx 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, Xxxxxxx 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 Xxxxxxx'x mind as to whether information is secret and confidential to the Company, its subsidiaries and affiliated entities, Xxxxxxx agrees to request an opinion, in writing, from Meredith's Chief Executive Officer. 10.3 Anything to the contrary in this Section 10 notwithstanding, Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx obtained while employed by the Company, and which Xxxxxxx 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 Xxxxxxx is in violation of this Section 10.5), Xxxxxxx 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 Xxxxxxx 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, Xxxxxxx 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, including, but not limited to, those entities identified on Schedule A. 10.6 Xxxxxxx 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 Xxxxxxx'x 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 Xxxxxxx 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. Xxxxxxx 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 Xxxxxxx'x mental or physical incapacity to secure Xxxxxxx'x 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 Xxxxxxx 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. Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx'x 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 Xxxxxxx 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 Xxxxxxx or his estate.
Appears in 2 contracts
Samples: Employment Agreement (Meredith Corp), Employment Agreement (Meredith Corp)
Covenants of Xxxxxxx. 10.1 Xxxxxxx acknowledges that as a result From the date of this Agreement until the earlier of the services to Effective Time or the termination of this Agreement, unless the prior written consent of Xxxxxxx shall have been obtained, which consent shall not be rendered to the Company hereunderunreasonably withheld, Xxxxxxx will be brought into close contact with many confidential affairs delayed, or conditioned, and except as otherwise expressly contemplated herein or as set forth in Section 6.3 of the Company, its subsidiaries and affiliates, not readily available to the public. Xxxxxxx 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 foregoingXxxxxxx’ Disclosure Memorandum, Xxxxxxx covenants and agrees thatthat it shall not do or agree or commit to do, except or permit any of its Subsidiaries to do or agree or commit to do, any of the following:
(a) amend the articles of incorporation, bylaws or other governing instruments of Xxxxxxx or any Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that would adversely affect Xxxxxxx or the holders of Xxxxxxx Common Stock adversely relative to other holders of Xxxxxxx Common Stock;
(b) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code;
(c) take any action that could reasonably be expected to impede or materially delay consummation of the transactions contemplated by this Agreement (including the acquisition by Xxxxxxx of an entity that has total consolidated assets of at least $13 billion, or the merger of Xxxxxxx with another entity in which Xxxxxxx is necessary not the surviving entity; provided, however, that such actions shall be permitted if the board of directors of Xxxxxxx determines, after consultation with its outside legal counsel, that the actions are not reasonably expected to impede or materially delay consummation of the transactions contemplated by this Agreement);
(d) notwithstanding any other provision hereof, take any action that is reasonably likely to result in providing services any of the conditions set forth in ARTICLE 8 not being satisfied, or materially impair its ability to perform its obligations under this Agreement or to consummate the extent necessary transactions contemplated hereby, except as required by applicable Law; or
(e) agree to comply with law take, make any commitment to take, or the valid order adopt any resolutions of a court or government agency Xxxxxxx’ board of competent jurisdictiondirectors in support of, Xxxxxxx 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, Xxxxxxx is to consider information originated, owned, controlled or possessed actions prohibited 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 Xxxxxxx'x mind as to whether information is secret and confidential to the Company, its subsidiaries and affiliated entities, Xxxxxxx agrees to request an opinion, in writing, from Meredith's Chief Executive Officer.
10.3 Anything to the contrary in this Section 10 notwithstanding, Xxxxxxx 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 so6.3.
10.4 Xxxxxxx 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 Xxxxxxx obtained while employed by the Company, and which Xxxxxxx 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 Xxxxxxx is in violation of this Section 10.5), Xxxxxxx 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 Xxxxxxx 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, Xxxxxxx 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, including, but not limited to, those entities identified on Schedule A.
10.6 Xxxxxxx 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 Xxxxxxx'x 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 Xxxxxxx 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. Xxxxxxx 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 Xxxxxxx'x mental or physical incapacity to secure Xxxxxxx'x 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 Xxxxxxx 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. Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx'x 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 Xxxxxxx 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 Xxxxxxx or his estate.
Appears in 1 contract
Covenants of Xxxxxxx. 10.1 Xxxxxxx acknowledges that as a result of the services to be rendered to the Company hereunder, Xxxxxxx will be brought into close contact with many confidential affairs of the Company, its subsidiaries and affiliates, not readily available to the public. Xxxxxxx 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, Xxxxxxx 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, Xxxxxxx 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, Xxxxxxx 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 Xxxxxxx'x mind as to whether information is secret and confidential to the Company, its subsidiaries and affiliated entities, Xxxxxxx agrees to request an opinion, in writing, from Meredith's Chief Executive Officer.
10.3 Anything to the contrary in this Section 10 notwithstanding, Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx obtained while employed by the Company, and which Xxxxxxx 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 Xxxxxxx is in violation of this Section 10.5), Xxxxxxx 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 Xxxxxxx 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, Xxxxxxx 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, including, but not limited to, those entities identified on Schedule A.
10.6 8.1 Xxxxxxx will promptly disclose to the Company and assign to the Company his entire right, title, and interest in any invention, idea, or work, whether patentable or not or copyrightable or not, which is conceived or made solely or jointly by him while employed by the Company and which relates in any manner to the actual or reasonably anticipated business, research, or other activities of the Company or which is suggested by or results from any task assigned to or performed by Xxxxxxx on behalf of the Company. Xxxxxxx further agrees that he promptly will disclose to the Company any and all inventions, processesideas, original or 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 Xxxxxxx'x 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 Companycovered by this paragraph, and upon request Xxxxxxx shall deliver that he, if requested, will promptly execute a specific assignment of title to the Company all outlinesfor such inventions, descriptions and other data and records relating to such Developmentsideas, or works, and shall execute any documents deemed that he will take all reasonable actions necessary by to enable the Company to protect secure patent, copyright or other protection in the Company's rights hereunder. Xxxxxxx agrees upon request to assist the Company to obtain United States or and in foreign letters patent and copyright registrations covering inventions and original works of authorship belonging to the Company hereundercountries. If the Company is unable because of Xxxxxxx'x mental or physical incapacity to secure Xxxxxxx'x 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 Xxxxxxx 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. Xxxxxxx 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 8.2 As used in this Agreement, the term "Confidential Information" includes so much of the Company's information, knowledge, inventions, discoveries, ideas, research, methods, practices, processes, systems, formulae, designs, concepts, products, projects, improvements and developments that have unique and special value to the Company, and that are not generally known to the public or its competitors. The term shall include but not be limited to (i) trade secrets, as defined by law; (ii) information relating to the possible store locations or acquisitions, current or possible new products or services to be offered for sale in the Company's stores, operating methods or procedures used in the business of the Company; (iii) financial condition, profits, and indebtedness of the Company; (iv) people and entities with whom the Company has existing or prospective business and employment relationships and information the Company has or may receive regarding those relationships; (vii) information the Company has received from others that carries an obligation to treat it as confidential or proprietary; and (viii) other matters or details not otherwise publicly disclosed in the Company's filings with the U. S. Securities and Exchange Commission ("SEC") whether in the form of memoranda, reports, computer software and data banks, customer lists, employee lists, books, records, financial statements, manuals, papers, contracts or strategic plans.
8.3 Xxxxxxx acknowledges that the business of the Company is regional in scope; that its goods and services are marketed throughout a fourteen-state region, and that the Company competes with other organizations that are or could be located in any of the states in which the Company does business. Xxxxxxx further acknowledges that in the course of the Company's business, it has amassed a significant body of Confidential Information, which has been acquired over a number of years and at great expense, to which Xxxxxxx has been, and will be, provided access in order to perform his duties at Company, and that Xxxxxxx will add to the Confidential Information during the course of his employment. Xxxxxxx further acknowledges that the Confidential Information is and shall remain the sole and exclusive property of the Company, and that the Company has proprietary interests in maintaining the secrecy of its Confidential Information. Xxxxxxx further acknowledges that as a result of the services to be rendered to the Company hereunder, Xxxxxxx will be brought into close contact with Confidential Information of the Company, its subsidiaries and affiliates, not readily available to the public.
8.4 Xxxxxxx shall hold in a fiduciary capacity for the benefit of the Company all Confidential Information of the Company or any of its subsidiaries, and their respective businesses, which shall have been obtained by Xxxxxxx during Xxxxxxx'x employment by the Company or any of its subsidiaries and which shall not be or become public knowledge (other than by acts by Xxxxxxx or his representatives in violation of this Agreement). Specifically, during employment, Xxxxxxx shall exercise the utmost care to safeguard the Confidential Information, and shall only Disclose (as defined below) the Confidential Information as directed or permitted by the Company and in order to further the Company's best interests, or as required to comply with a validly issued court order or administrative subpoena. Except as required for the proper performance of his duties, Xxxxxxx will not copy any documents, data, tapes, or other media containing the Confidential Information or remove any of the Confidential Information. During his employment, Xxxxxxx shall, upon the request of the Company, immediately return any and all of the Confidential Information in Xxxxxxx'x possession, custody, or control. For purposes of this provision, "Disclose" shall mean to directly or indirectly divulge, convey, reproduce, summarize, reformat, show, discuss, use, or tangibly possess in verbal, written, or electronic form, the Confidential Information.
8.5 Upon the severance (regardless of the reason) of the employment relationship between Xxxxxxx and the Company, Xxxxxxx shall immediately return to the Company any and all Confidential Information within Xxxxxxx'x possession, custody, or control. In addition, Xxxxxxx shall immediately return to the Company all Company-owned property, including but not limited to keys, passwords, passcards, identification cards, credit cards, vehicles, computers, printers, pagers, smart phones and PDAs. In addition, upon the severance (regardless of the reason) of the employment relationship between Xxxxxxx and the Company, without the prior written consent of the Company, Xxxxxxx shall not ever Disclose any Confidential Information other than to those designated by the Company, or except as may be required to comply with a validly issued court order or administrative subpoena.
8.6 Xxxxxxx acknowledges that part of the information included in Confidential Information in this section includes information regarding the personnel of the Company (including, without limitation, information about salaries, duties, qualifications, performance levels, and terms of compensation of other employees), its customers, and its suppliers. Xxxxxxx agrees that, regardless of the reason for the severance, for a period of two (2) years following the date of the severance of Xxxxxxx'x employment relationship with Company, Xxxxxxx shall not directly or indirectly (such as by providing information or assistance to any other person or entity) (i) encourage any person who was an employee of the Company during the time Xxxxxxx was employed by the Company to leave the employ of the Company, or (ii) interfere with, disrupt or attempt to disrupt, any existing relationship, contractual or otherwise, between the Company, its subsidiaries or affiliated entities, and any customer, client, supplier or agent of the Company. In addition to any other remedies that may be available to it under this agreement, the Company shall be entitled to terminate the payments being made to (or for the benefit of) Xxxxxxx under Section 7.4 in the event of any breach by Xxxxxxx of this Section 8.6.
8.7 Upon the severance (regardless of the reason) of the employment relationship between Xxxxxxx and the Company, Xxxxxxx agrees that for a period of two (2) years following the date of such severance, he will not accept employment or an engagement as a consultant with a competitor of the Company without the prior written consent of the Company, which may be granted or withheld by the Company in its sole and absolute discretion. For purposes of this Section 8.7, the word "competitor" means any person or entity engaged in the business of operating, in two or more states, retail "convenience stores"; supermarkets or grocery stores; gasoline stations, travel plazas or other vehicle fuel outlets; "quick serve" restaurants or other prepared or "fast food" outlets; drugstores; or other discount stores, club stores or general merchandise stores.
8.8 Xxxxxxx agrees that the remedy at law for any breach or threatened breach of any covenant contained in this Section 10 8 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 8.9 Although the obligations and restrictions contained in Sections 10.1, 10.2, 10.4 and 10.5 above this Section 8 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 obligations and restrictions contained in this Section 10.1, 10.2, 10.4 and 10.5 8 shall be enforced to the maximum extend extent 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 8.10 Notwithstanding that Xxxxxxx'x employment hereunder may expire or be terminated as provided in Sections 2 or 9 7 above, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of Xxxxxxx 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 Xxxxxxx or his estate8.
Appears in 1 contract
Covenants of Xxxxxxx. 10.1 (a) Xxxxxxx acknowledges that as a result of the services to be rendered covenants to the Company hereunder, Xxxxxxx will be brought into close contact with many confidential affairs of the Company, its subsidiaries and affiliates, not readily available to the public. Xxxxxxx 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, Xxxxxxx covenants and agrees Noteholders that, except as is necessary in providing services under this Agreement or until Xxxxxxx has paid the amounts pursuant to the extent necessary to comply with law or the valid order of a court or government agency of competent jurisdiction, Xxxxxxx 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 Section 2.3 of this Agreement:
(i) Xxxxxxx shall not, "Confidential Information and Trade Secrets" without the prior written consent of the Company means information which is secret Noteholders, merge, dissolve, liquidate, wind-down, amalgamate, consolidate with or into another Person, or sell, transfer, license, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that Xxxxxxx may merge, amalgamate or consolidate with or into another Person without the prior written consent of the Noteholders but upon 10 business days’ prior written notice to the CompanyNoteholders, its subsidiaries and affiliated entities. It may includeif (i) the resulting or surviving person (x) shall, but if such Person is not limited toXxxxxxx, information relating first agree in a writing reasonably satisfactory to the magazinesNoteholders to be bound by this Agreement as if such resulting or surviving Person were an original party hereto, booksand to assume and perform Xxxxxxx’x obligations under this Agreement, publicationsand (y) shall upon consummation of such merger, productsamalgamation or consolidation and any other transactions contemplated to be consummated in connection therewith, services, television stations, real estate franchise operations, new and future concepts and business of the Company, its subsidiaries and affiliatesbe no less creditworthy, in the form reasonable judgment of memorandathe Noteholders, reports, computer software and data banks, customer lists, employee lists, books, records, financial statements, manuals, papers, contracts and strategic plans. As a guide, than Xxxxxxx is to consider information originatedon and as of the Effective Date and (ii) Xxxxxxx Bio-One International AG shall, ownedin connection with such merger, controlled consolidation or possessed by the Companyamalgamation, reaffirm 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 Xxxxxxx'x mind as to whether information is secret and confidential obligations to the Company, its subsidiaries and affiliated entities, Noteholders under the Xxxxxxx agrees to request an opinion, Parent Guaranty; and
(ii) Except in writing, from Meredith's Chief Executive Officer.
10.3 Anything to the contrary in this Section 10 notwithstandinga transaction permitted under section 2.14(a), Xxxxxxx shall disclose to the public preserve, renew 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 Xxxxxxx 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 Xxxxxxx obtained while employed by the Company, and which Xxxxxxx 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 Xxxxxxx is in violation of this Section 10.5), Xxxxxxx 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 Xxxxxxx 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, Xxxxxxx 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, including, but not limited to, those entities identified on Schedule A.
10.6 Xxxxxxx 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 Xxxxxxx'x 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 Xxxxxxx 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. Xxxxxxx 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 Xxxxxxx'x mental or physical incapacity to secure Xxxxxxx'x 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 Xxxxxxx 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. Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx'x employment hereunder may expire or be terminated as provided in Sections 2 or 9 above, this Agreement shall continue maintain in full force and effect insofar as its legal existence and good standing under the laws of the jurisdiction of its organization.
(b) Notwithstanding any provision of this Agreement to the contrary, it is necessary to enforce the covenants expressly agreed and agreements understood that Xxxxxxx Bio-One International AG shall be entitled to, through a transfer of its equity interests, become a fully owned affiliate of Xxxxxxx contained Holding AG.
(c) The covenants set forth in this Section 10. In addition, 2.14 shall expire and be terminated on the Company obligations under Sections 9, 11 and 19 shall continue earlier of the termination of this Agreement or Xxxxxxx’x payment of the amounts set forth in full force and effect with respect to Xxxxxxx or his estateSection 2.3(b) of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement
Covenants of Xxxxxxx. 10.1 (a) Xxxxxxx acknowledges shall keep confidential any information provided by ICEsoft, in any form whether written, electronic or verbal, as to financial condition, business, properties, title, assets and affairs (collectively the “ICEsoft Information”) received by it from ICEsoft or its advisors concerning ICEsoft or its business and shall not disclose such ICEsoft Information to any third party provided that any of such ICEsoft Information may be disclosed to Xxxxxxx’x directors, officers, employees, representatives and professional advisors who need to know such ICEsoft Information in connection with the Transactions contemplated hereby (provided Xxxxxxx shall use all reasonable efforts to ensure that such directors, officers, employees, representatives and professional advisors keep confidential such ICEsoft Information) and provided further that Xxxxxxx will not be liable for disclosure of ICEsoft Information that:
(i) has become generally available to the public other than through a breach of this Agreement;
(ii) was available to Xxxxxxx or its representatives on a non-confidential basis before May 31, 2015;
(iii) has become available to Xxxxxxx on a non-confidential basis from a Person who is not, to the knowledge of Xxxxxxx or its representatives, otherwise bound by confidentiality obligations to the provider of such ICEsoft Information or otherwise prohibited from transmitting the information to Xxxxxxx or its representatives;
(iv) ICEsoft has provided prior written approval for the disclosure of by Xxxxxxx or its representatives; or
(v) is required by Law or Governmental Order, provided that Xxxxxxx, to the extent reasonably practicable, gives ICEsoft prompt written notice of such request or requirement so that ICEsoft may seek an order or other remedy protecting the ICEsoft Information from disclosure, if appropriate, or otherwise so that ICEsoft may reasonably approve the form and content of such disclosure.
(b) In the event this Agreement is terminated in accordance with the provisions hereof, Xxxxxxx shall:
(i) use best efforts to ensure that all documents prepared or obtained in the course of its investigations of ICEsoft or its business and all copies thereof are either destroyed, to the extent possible, or returned to ICEsoft so that, so far as possible, any ICEsoft Information obtained during and as a result of such investigations by the services to be rendered to directors, officers, employees, representatives and professional advisors of Xxxxxxx is not disseminated beyond those individuals concerned with such investigations; and
(ii) not directly or indirectly, use for its own purposes, any ICEsoft Information, discovered or acquired by the Company hereunderdirectors, officers, employees representatives and professional advisors of Xxxxxxx will be brought into close contact with many confidential affairs as a result of the Company, its subsidiaries and affiliates, not readily ICEsoft making available to the public. Xxxxxxx further acknowledges that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary them those documents 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, Xxxxxxx 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, Xxxxxxx 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 assets 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, Xxxxxxx 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 Xxxxxxx'x mind as to whether information is secret and confidential to the Company, its subsidiaries and affiliated entities, Xxxxxxx agrees to request an opinion, in writing, from Meredith's Chief Executive Officer.
10.3 Anything to the contrary in this Section 10 notwithstanding, Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx obtained while employed by the Company, and which Xxxxxxx 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 Xxxxxxx is in violation of this Section 10.5), Xxxxxxx 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 Xxxxxxx 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, Xxxxxxx 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, including, but not limited to, those entities identified on Schedule A.
10.6 Xxxxxxx will promptly disclose to the Company all inventions, processes, original works of authorship, trademarks, patents, improvements and discoveries related to the business of the CompanyICEsoft.
(c) Xxxxxxx shall not:
(A) (i) incur, its subsidiaries and affiliated entities assume or prepay any long-term or short-term debt or issue any debt securities; (collectively "Developments")ii) assume, conceived guarantee, endorse or developed during Xxxxxxx'x employment with the Company and based upon information to which he had access during the term of employmentotherwise become liable or responsible (whether directly, whether or not conceived during regular working hoursindirectly, through the use of the Company time, material or facilities contingently or otherwise. All such Developments shall be ) for the sole and exclusive property of the Company, and upon request Xxxxxxx 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. Xxxxxxx 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 Xxxxxxx'x mental or physical incapacity to secure Xxxxxxx'x 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 Xxxxxxx 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. Xxxxxxx hereby waives and quitclaims to the Company any and all claims, obligations of any nature whatsoeverother Person; (iii) make any loans, that he may hereafter have for infringement of any patents advances or copyright resulting from any such application for letters patent or copyright registrations belonging to the Company hereunder.
10.7 Xxxxxxx 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 deletedcapital contributions to, or the period thereof reduced or the area dealt with thereby reduced in scopeinvestments in, 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 Xxxxxxx'x 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 Xxxxxxx 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 Xxxxxxx or his estate.other Person;
Appears in 1 contract
Samples: Amalgamation Agreement
