Duty of Loyalty; Conflicts of Interest Clause Samples
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Duty of Loyalty; Conflicts of Interest a. CONSULTANT owes AGENCY a duty of undivided loyalty in performing the Work under this contract, including the obligation to refrain from having economic interests and participating in activities that conflict with AGENCY’s interests with respect to the Work and subject project. CONSULTANT shall take reasonable measures to ensure that CONSULTANT and its principals, officers, employees, agents and Subconsultants do not possess a financial conflict of interest with respect to the Work and subject project. CONSULTANT shall promptly inform AGENCY of any matter that could reasonably be interpreted as creating a conflict of interest for CONSULTANT with respect to the Work and subject project. This section is not intended to modify the standard of performance as set forth in Section 1.
b. CONSULTANT acknowledges that the California Political Reform Act (“Act”), Government Code section 81000 et seq., provides that principals, officers, employees and agents of consultants retained by a public agency may be deemed “public officials” subject to the Act if they make or advise AGENCY on decisions or actions to be taken by AGENCY. To the extent AGENCY determines that the Act applies to CONSULTANT or its principals, officers, employees or agents, each designated person shall abide by the Act, including the requirement for public officials to prepare and file statements disclosing specified economic interests, as directed by AGENCY. In addition, CONSULTANT acknowledges and shall abide by the contractual conflict of interest restrictions imposed on public officials by Government Code section 1090 et seq.
c. During the term of this contract CONSULTANT shall not employ or compensate AGENCY’s current employees.
Duty of Loyalty; Conflicts of Interest. The Employee agrees that he will not, while employed by the Corporation and for a period of 24 months thereafter, be an employee or consultant, or assist in any way, or work directly or indirectly on behalf of, any person, corporation, firm or other entity engaged in, or proposing to engage in, a line of business which would directly compete or conflict with the Corporation's business, without the prior express written consent of the Corporation. Notwithstanding the foregoing, however, the Corporation and the Employee acknowledge that at the present time, the Employee individually owns various interests in certain oil and gas properties in which the Corporation also owns interests and/or which are operated by the Corporation; and the parties agree that in such circumstances, where the Board of Directors is fully informed about and approves of the Employee's individual interest in a business opportunity of the Corporation, it shall not be considered a violation of this Section 4.
Duty of Loyalty; Conflicts of Interest. The Employee agrees that he will not, while employed by the Corporation and for a period of 12 months thereafter, unless employment is terminated under any of Sections 3.2, 3.3 or 3.7 above, be an employee or consultant, or assist in any way, or work directly or indirectly on behalf of, any person, corporation, firm or other entity engaged in, or proposing to engage in, a line of business which would directly compete or conflict with the Corporation's business, without the prior express written consent of the Corporation. Notwithstanding the foregoing, however, the Corporation and the Employee acknowledge that where the Board of Directors is fully informed about and approves of the Employee's individual interest in a business or an opportunity of the Corporation, it shall not be considered a violation of this Section 4.
Duty of Loyalty; Conflicts of Interest. The Board of Directors of the Company shall perform its duties and each Director shall perform his or her duties, in good faith, in a manner it reasonably believes to be in the best interests of the Company. Upon appointment and from time to time as appropriate, each Director shall fully disclose to the Board of Directors any material interest he may have in an issue in which the Company also has an interest. Any such interest that is materially different from the Company’s interest shall constitute a conflict of interest. A Director shall recuse himself from all discussions and shall not vote on an issue as to which he has a conflict of interest. If a Director has a conflict of interest and fails to so recuse himself, the remaining Directors may, by majority vote of those present, vote to exclude the Director from discussions and voting on such issue. No transaction of the Company shall be voidable solely because a Director has a direct or indirect interest in the transaction if either the transaction is fair to the Company or the disinterested Directors, knowing the material facts of the transaction and the Director’s interest therein, authorize or ratify the transaction. Ownership of minor amounts of publicly-traded securities shall not be deemed to constitute a conflicting ownership interest. Further, conflicts of interest of a Director shall be deemed to include conflicts created by dealings of the Director’s immediate family members.
Duty of Loyalty; Conflicts of Interest. The Board of Directors of the Company shall perform its duties and each Director shall perform his or her duties, in good faith, in a manner he or she reasonably believes to be in the best interests of the Company.
Duty of Loyalty; Conflicts of Interest. The Employee agrees that he will not, while employed by the Corporation and for a period of 24 months thereafter, be an employee or consultant, or assist in any way, or work directly or indirectly on behalf of, any person, corporation, firm or other entity engaged in, or proposing to engage in, a line of business which would
Duty of Loyalty; Conflicts of Interest. ▇▇. ▇▇▇▇▇▇▇▇▇▇ acknowledges and agrees that he owes a fiduciary duty of loyalty, fidelity, and allegiance to act at all times in the best interests of the Company and to do no act which would, directly or indirectly, injure any such entity’s business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect any Company Entity, involves a possible conflict of interest. In keeping with ▇▇. ▇▇▇▇▇▇▇▇▇▇’▇ fiduciary duties to the Company, ▇▇. ▇▇▇▇▇▇▇▇▇▇ agrees that he shall not knowingly become involved in a conflict of interest with the Company, or upon discovery thereof, allow such a conflict to continue. Moreover, ▇▇. ▇▇▇▇▇▇▇▇▇▇ shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the Company’s policies and procedures.