Non-Compete and Confidentiality. The Company has entered into non-compete agreements and confidentiality agreements with all of its non-independent directors and the executive officers and employees of the Company and Controlled Entities with whom the signing of such agreements are determined by the Company as necessary to protect the intellectual property, know-how and other proprietary information of the Company and the Controlled Entities, and such agreements shall be valid and enforceable during the employment and post-employment periods of such directors, executive officers and employees as specified in the relevant agreements.
Non-Compete and Confidentiality. A. The Employee will, with reasonable notice during or after his employment with the Company, furnish information as may be in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party.
Non-Compete and Confidentiality. Except as to such actions within the ordinary course of the Executive's employment by the Corporation which the Executive in good faith believes to be in the best interests of the Corporation, the Executive shall not at any time during the Employment Term or two years thereafter, without the prior written consent of the Corporation: (i) request or advise any supplier, or other person, firm, partnership, association, corporation or business organization, entity or enterprise having business dealings with the Corporation or any subsidiary or affiliate of the Corporation to withdraw, curtail or cancel such business dealings; (ii) disclose to any third party including, but not limited to, any competitor or potential competitor of the Corporation or any subsidiary or affiliate of the Corporation any trade secret, know-how or knowledge relating to costs, products, equipment, merchandising and marketing methods, business plans, or research results used by, or useful to, the Corporation or any subsidiary or affiliate of the Corporation or other confidential information of the Corporation (the "Confidential Information"); (iii) induce or attempt to influence any executive of the Corporation or any subsidiary or affiliate of the Corporation to terminate, or in any way violate the terms of, his or her employment; or (iv) engage directly or engage indirectly in any business in competition with the business of the Corporation or its subsidiaries, provided, however, that the ownership by Executive of not more than 5% of the equity securities of any company or similar business venture shall not be deemed a violation of this Section 5.2(iv). For purposes of this Section 5.2, Confidential Information shall not include: (a) information that is in the public domain; provided that Executive was not responsible for the disclosure to the public; (b) information that was already known to Executive prior to his employment by the Corporation; and (c) information required to be disclosed in connection with any judicial or administrative proceeding or inquiry; provided that Executive shall notify the Corporation as promptly as practicable of such proceeding or inquiry and cooperate with the Corporation in taking legally available steps to resist or narrow the required disclosure.
Non-Compete and Confidentiality. (a) A Participant shall not render services for any organization or engage directly or indirectly in any business that is a competitor of the Company or any Affiliate of the Company, or which organization or business is or plans to become prejudicial to or in conflict with the business interests of the Company or any Affiliate of the Company or distribute any secret or confidential information belonging to the Company or any Affiliate of the Company.
Non-Compete and Confidentiality. 5.1 Xx. Xxxxxxx undertakes not to develop any activities or take any actions which may be competitive to the business conducted or planned by the Company or any company belonging to the Group during the entire term of this Agreement and during two years after the termination hereof. The application of this non-compete obligation will be limited to the territory of Belgium, the Netherlands, France, Germany, Italy, Spain, China, the United States of America and Brazil.
Non-Compete and Confidentiality. 7.1 In consideration of the Fees and any RSA received under this agreement, you agree that at any time during the Appointment, and for a period of one year following the termination of the Appointment for any reason, you shall not, save with the prior written consent of the Board, assume any role for, with or in connection with any business which competes or is in competition with the Company or the Group, whether as a director, partner, employee, consultant or in any other capacity whatsoever.
Non-Compete and Confidentiality. As an inducement for the Company to enter into this Agreement and in furtherance of the terms of the Employment Agreement, Employee expressly agrees that he provides unique and specialized services, skills and expertise to the Company, and that the Company hired him because of the unique and specialized services, skills and expertise he is able to provide. Employee further expressly agrees that he has been given access to Confidential Information and trade secrets of the Company and Ameritrade and their subsidiaries (collectively "Ameritrade"). Accordingly, Employee acknowledges and reaffirms his obligations under the terms of Sections 4 and 5 of the Employment Agreement through the Effective Date and for a 12 month period thereafter ("Restricted Period").
Non-Compete and Confidentiality. You acknowledge that in order to -------------------------------- receive payments or benefits under the Severance Pay Plan, you must not compete with Jostens at any time before December 31, 2000 or disclose confidential information. If you do, (1) you will no longer be entitled to reimbursement of health premiums as described in clause (c) or to continued perquisites as described in clause (d), (2) the payments described in clauses (a) and (b) will be reduced by 70% (of the gross payments before any after reductions), (3) you must promptly reimburse Jostens for the full amount or value of any reimbursements or perquisites described in clause (c) or (d) that you previously received and (4) you must promptly reimburse Jostens for 70% (of the gross payments before any other reductions) of any payments described in clauses (a) and (b) that were previously made. You will be deemed to compete with Jostens if the Administrator of the Severance Pay Plan determines that, directly or indirectly, alone or as a partner, officer, director, shareholder, sole proprietor, employee or consultant of any other firm or entity, you have engaged, are engaging or intend to engage in any commercial activity in competition with any part of the business of Jostens or any affiliate as conducted at the time in question or solicit, or you have solicited or interfered, are soliciting or interfering or intend to solicit or interfere with the relationship of Jostens or any affiliate with, any customers, suppliers, employees or sales representatives of Jostens or any affiliate. Confidential information means any information relating to the business or affairs of Jostens or any affiliate, including but not limited to information relating to financial statements, customer identities, potential customers, employees, sales representatives, suppliers, servicing methods, equipment, programs, strategies and information, analyses, profit margins or other proprietary information used by Jostens or an affiliate except for information in the public domain or known in the industry through no wrongful act on your part.
Non-Compete and Confidentiality. 14.1 The Company will be sole vehicle through which the Members engage in the Company's agreed purpose.
Non-Compete and Confidentiality. A. Consultant shall not, during the term of this Agreement and for a period of one (1) year thereafter: (i) render services to, represent, advise, participate in as an officer, employee, director, partner, promoter, agent of, consultant for or otherwise, any business which is competitive with the business of the Company or any of its subsidiaries, provided that Consultant may own equity of business entities engaging in similar business as that of the Company; (ii) for its own account or for the account of any other person or entity, interfere with the Company's relationship with any of its suppliers, material customers, accounts, brokers, representatives or agents; (iii) call on, solicit, or take away any of Company's customers or potential customers about whom Consultant became aware as a result of Consultant's services to the Company, either for Consultant or for any other person or entity; or (iv) solicit or take away or attempt to solicit or take away any of Company's employees or contractors either for Consultant or for any other person or entity.
