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 her employment with the Company, furnish information as may be in her 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.
B. The Employee recognizes and acknowledges that all information pertaining to the affairs, business, clients, customers or other relationships of the Company is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Employee's duties. The Employee will not during her employment with the Company (the "Period of Employment") or after except to the extent reasonably necessary in the performance of her duties, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company except as required by law. The Employee will not make use of this type of information for her own purposes or for the benefit of any person or organization other than the Company. The Employee will also use her best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company whether made by the Employee or otherwise coming into her possession are confidential and will remain the property of the Company.
C. Employee will not, either during the Period of Employment or at any time thereafter, use (except for the sole benefit of Company) or disclose to others any proprietary, secret or confidential information, knowledge or data of the Company or its affiliates.
D. During the Period of Employment and thereafter, the Employee will not use her status with the Company to obtain loans, goods or services from another organization on terms that would not be available to her in the absence of her relationship to the Company. During the Period of Employment and for a twelve (12) month period following termination of such employment for any reason, (i) the Employee will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitor of the Company in any way that will injure the interests of the Company; and (ii) the Employee will not directly or indirectly own or hold any "Proprietary Interest" in or be employed by or receive compensation from any party engaged in the same or a...
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. 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.
5.2 Xx. Xxxxxxx agrees during this period not to:
a) Be concerned in any business which is directly competitive with the business, or any part thereof, of the Company or a Taminco Group Company; or
b) Except on behalf of the Company or a Taminco Group Company, canvass or solicit orders for goods of a similar type to those being manufactured or dealt in or for services similar to those being provided by the Company or any Taminco Group Company from any person who is or has been at any time within the year prior to this Agreement a customer of the Company or a Taminco Group Company; or
c) Induce or attempt to induce any supplier of the Company or a Taminco Group Company to cease to supply, or to restrict or vary the terms of supply, to the Company or a Taminco Group Company; or
d) Induce or attempt to induce any director or senior employee of the Company or a Taminco Group Company to leave the Company or that Taminco Group Company with a view to hiring such person; or
e) Make use of or (except as required by law or any competent regulatory boddisclose or divulge to any third party any information of a secret or confidential nature relating to the business or affairs of the Company or any Taminco Group Company; or
f) Use or (insofar as he can reasonably do sallow to be used (except by the Company or Taminco Group Companies) any trade name used by the Company or a Taminco Group Company or any other name intended or likely to be confused with such a trade name.
5.3 For purpose of this clause 5:
a) Xx. Xxxxxxx is concerned in a business if he carries it on as principal or agent or if: A He is a partner, director, employee, secondee, consultant or agent in, of or to any person who carries on the business; or
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. 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.
7.2 You shall not (save in the proper course of your duties, as required by law or as authorised by the Company) use, disclose or communicate to any person (and shall use your best endeavours to prevent the use, disclosure or communication of) any trade or business secrets or confidential information of or relating to the Company or the Group (including but not limited to details of actual or potential customers, customer identity, employees, directors, consultants, suppliers, licensors, licensees, agents, distributors, designs, existing and planned product lines, product applications, technology underlying its products or services, trade arrangements, terms of business, customer requirements, customer lists, operating systems, sales and revenue information, marketing information or strategies, manufacturing processes, software, computer systems, source codes, disputes, commission or bonus arrangements, pricing and fee arrangements and structures, price lists, business plans, financial information, business transactions, prospective business transactions, inventions, research and development activities, personal or sensitive personal data and anything marked or otherwise treated as confidential) which you create, develop, receive or obtain in connection with the Appointment and shall not use to the detriment of the Company or the Group any information relating to the Company or the Group. The restrictions in this Clause 7.2 shall continue to apply after the termination of the Appointment howsoever arising without limit in time. In addition, you shall continue to be subject to any applicable xxxxxxx xxxxxxx or market abuse legislation.
7.3 Reference to confidential information in this Clause 7 shall not include information which is in the public domain at the time of its disclosure or which comes into the public domain after its disclosure otherwise than by reason of a breach of this agreement (and in such a case shall become non-confidential from the time that the i...
Non-Compete and Confidentiality. 14.1 The Company will be sole vehicle through which the Members engage in the Company’s agreed purpose.
14.2 The Members will keep Company matters confidential but may disclose information/documentation regarding the Company to advisers, affiliates and employees of affiliates, and as necessary and approved by the Members to the Company’s customers.
Non-Compete and Confidentiality. (a) Consultant shall not, during the term of this Agreement and for a period of one (1) year immediately following the termination of this Agreement, or any extension of it, for any reason, either directly or indirectly (for purposes of this Section 4 of this Agreement, "Company" shall include any and all of the Company's subsidiaries), and "Business" shall mean the business of the Company as of the date of this Agreement): (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, promoter, agent of, consultant for or otherwise, any business which is conducted in the State of California and which is competitive with the Business of the Company or any of its subsidiaries; (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.
Non-Compete and Confidentiality. Xxxxx agrees that for one year after August 1, 2005, he will not, without the express written prior consent of Cascade:
(a) divulge or use confidential business information about Cascade for his own benefit or for the benefit of any other person, firm, business, corporation or entity, except Cascade;
Non-Compete and Confidentiality. Both parties agree not to compete directly or indirectly with one another in the sensor market in the territories noted above. Both parties (DCH and Horiba, Ltd.) agree to exchange proprietary information (and label this as "Proprietary" or "Confidential") as necessary and not to disseminate this information without the prior, written consent of the other party. Both parties agree to protect each others' confidential information with the same care they use to protect their own.
