Non-Compete; Confidentiality Sample Clauses

Non-Compete; Confidentiality. In consideration of the employment of Executive by Employer, Executive agrees as follows:

Non-Compete; Confidentiality a) During the term of employment of Employee, and for a period of one year ("Prohibition Period") after any Termination (other than in the event of a Termination/Change in Control) of such relationship or employment for any other reason (either by Employee or Radica or Radica USA), with or without cause, voluntarily or involuntarily, Employee agrees that he will not engage in, be employed by or become affiliated with, in the United States of America or anywhere else in the world, directly or indirectly, any person or entity which offers, develops, performs or is engaged in services, products or systems which are competitive with the business of Radica Group or any other products, services or systems hereafter developed, produced or offered by Radica Group ("Companies' Business"). During the Prohibition Period, Employee shall not, directly or indirectly, become an owner or member, to the extent of an ownership interest of five percent (5%) or more, of a joint venture, partnership, corporation or other entity, or a consultant, employee, agent, officer or director of a corporation, joint venture, partnership or other entity, which is competitive with, directly or indirectly, the Companies' Business. b) [RESERVED.] c) Employee understands and agrees that he has been exposed to (or had access to), and may be further exposed to (or have access to), confidential information, knowhow, knowledge, data, techniques, computer software and hardware, and trade secrets of Radica Group or related to the Companies' Business, including, without limitation, customer or supplier requirements, notes, drawings, writings, designs, plans, specifications, records, charts, methods, procedures, systems, price lists, financial data, records, and customer or supplier lists (collectively "Confidential Information"). Accordingly, except as permitted or required in the performance of his duties for Radica Group, Employee agrees not to disclose, divulge, make public, utilize, communicate or use, whether for his own benefit or for the benefit of others, either directly or indirectly, any Confidential Information relating to the Companies's Business unless specifically authorized in writing by Radica or Radica USA to do so. d) Employee shall promptly communicate and disclose to Radica Group all information, inventions, improvements, discoveries, knowhow, methods, techniques, processes, observations and data ("Proprietary Information") obtained, developed, invented or otherwise discovered by...

Non-Compete; Confidentiality. (a) The Consultant agrees that during the Consulting Period the Consultant will not, directly or indirectly, (i) become a director, officer, employee, principal, agent, consultant or independent contractor of any insured depository institution, trust company or parent holding company of any such institution or company (excluding the Company and the Bank) which has an office in the Commonwealth of Pennsylvania (a “Competing Business”), provided, however, that this provision shall not prohibit the Consultant from owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any such entity if such common stock is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of the Company or any of its subsidiaries to leave the services of such entities or (iii) solicit (whether by mail, telephone, personal meeting or any other means) any customer of the Company or any of its subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with the Company or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between the Company or its subsidiaries and any such customers. (b) Except as required by law or regulation (including without limitation in connection with any judicial or administrative process or proceeding), the Consultant shall keep secret and confidential and shall not disclose to any third party (other than the Company or any of its subsidiaries or any persons employed or engaged by such entities) in any fashion or for any purpose whatsoever any information regarding the Company or any of its subsidiaries which is not available to the general public to which the Consultant had access at any time during the course of the Consultant’s service to the Company or any of its subsidiaries, including, without limitation, any such information relating to: business or operations; plans, strategies, prospects or objectives; products, technology, processes or specifications; research and development operations or plans; customers and customer lists; distribution, sales, service, support and marketing practices and operations; financial condition, results of operations and prospects; operational strengths and weaknesses; and personnel and compensation policies and procedures. (c) The Consultant agrees that damages at law will be an insufficient remedy to the Com...

Non-Compete; Confidentiality. 6.1 During the Original Term and any Additional Term (regardless whether the Original Term or any Additional Term are terminated pursuant to Sections 4.2 and 4.4 above prior to the scheduled expiration [i.e., the date to which such term would have continued if there had been no acceleration of the end of such term] of the relevant period, except as modified by Sections 5.2(a), 5.2(b), 5.2(d) and 5.4(b) and 5.4(c)) and for a period of one (1) year after the expiration thereof, Executive will not, directly or indirectly, including through an Affiliate (as defined in Rule 12b-2 of the regulations promulgated under the Exchange Act), engage in the population health management and disease management industry in the same manner in which the Company or I-trax is engaged in such industry on the date hereof (the "Business") in the United States. For purposes of this Section 6, each of the following activities, without limitation, shall be deemed to constitute conducting the Business: engaging in, working with, maintaining an interest in (other than interests of less than 5% in companies with securities traded either on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or traded over-the-counter and quoted on the Bulletin Board and/or any interest in I-trax), advising for a fee or other consideration, managing, operating, lending money to (other than loans by commercial banks), guaranteeing the debts or obligations of, or permitting one's name or any part thereof to be used in connection with an enterprise or endeavor, either individually, in partnership or in conjunction with any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture or any other form of business organization, unincorporated organization or governmental entity (or any department, agency or subdivision thereof) (each, a "Person"), whether as principal, director, agent, shareholder, partner, employee, consultant, independent contractor or in any other manner whatsoever, any Person in the Business. 6.2 Executive also covenants and agrees that, during the Original Term and any Additional Term (regardless whether the Original Term or any Additional Term are terminated pursuant to Sections 4.2 and 4.4 above prior to the scheduled expiration [i.e., the date to which such term would have continued if there had been no acceleration of the end of such term] of the relevant period, e...

Non-Compete; Confidentiality. (a) For a period of two (2) years from the Closing Date of the acquisition of STP by the Company, Ms. Shafer, will not, directly or indirectly, compete in any manxxx xxxx the Company or STP, including, but not limited to: (i) soliciting any client of the Company or STP to transact business; (ii) transacting business with a competitor of the Company or STP; (iii) interfering or damaging a relationship between the Company or STP and any of their customers; (iv) soliciting an employee of the Company or STP; or (v) selling products similar to the products sold by the Company or STP in their market area. Moreover, Ms. Shafer shall treat as confidential information, all infxxxxxxxx xertaining to the Company or STP. The parties acknowledge that this Agreement shall not preclude Ms. Shafer from entering into an agreement with another companx xxxx xxxs not compete, directly or indirectly with the Company or STP. (b) The parties hereto acknowledge that the potential restrictions on Employee's future activities as set forth at Section 1(a) is reasonable in both duration and geographic scope and in all other respects. In the event that the provisions of Section 1(a) should ever be deemed to exceed the duration or geographic limitations or scope permitted by applicable law, then such provisions shall be reformed to the maximum time or geographic limitations or scope, as the case may be, permitted by applicable law, and the parties agree that the restrictions and prohibitions contained herein shall be effective to the fullest extent allowed under applicable law in such jurisdiction. (c) The parties acknowledge that it would be impossible to determine the amount of damages that would result from any breach of any of the provisions of Section 1(a) and that the remedy at law for any breach, or threatened breach, of any of such provisions would likely be inadequate and accordingly, each party agrees that in addition to any other rights or remedies which it may have at law or in equity, the non-breaching party would be entitled to seek such equitable and injunctive relief as may be available from any court of competent jurisdiction to restrain a party from violating any of the provisions of this Agreement. In connection with any action or proceeding for such equitable or injunctive relief, each party hereby waives any claim or defense that a remedy at law alone is adequate and agrees, to the maximum extent permitted by law, to have each such provision of Section 1 (a) specif...

Non-Compete; Confidentiality. 4.1 Executive hereby covenants and agrees that during the Severance Period s/he shall not, directly or indirectly, own, operate, manage, join, control, participate in the ownership, management, operation or control of, or be paid or employed by, or acquire any securities of, or otherwise become associated with or provide assistance to, as an employee, consultant, director, officer, shareholder, partner, agent, associate, principal, representative or in any other capacity, any business entity or activity which is directly or indirectly a "Competitive Business"; provided, however, that the foregoing shall not prevent Executive from (a) performing services for a Competitive Business if such Competitive Business is also engaged in other lines of business and if Executive's services are restricted to such other lines of business; or (b) acquiring the securities of or an interest in any Competitive Business, provided such ownership of securities or interests represents at the time of such acquisition, but including any previously held ownership interests, less than two percent (2%) of any class or type of securities of, or interest in, such Competitive Business. 4.2 Executive agrees that s/he will forever keep secret, confidential and inviolate, will not disclose during his/her employment by ENTEX and will not disclose or use at any time after termination of employment with ENTEX, any proprietary or confidential information or business secret of ENTEX including, without limitation, those relating to: a) the business, conduct, or operations of ENTEX, or of any of its suppliers, customers, consultants, or licensees; b) any

Non-Compete; Confidentiality. (a) You agree that while you are employed by the Company, you will not directly or indirectly, whether as owner, partner, officer, employee, agent or consultant, engage in or be employed in any way by any business engaged in the design, manufacture, marketing or servicing of products which constituted 10% or more of the annual sales of the Company provided, however, that in no event shall this Section 5 preclude you from owning less than 5% of the outstanding voting stock of any publicly-traded corporation. (b) You shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by you during your employment by the Company and which shall not be public knowledge. While employed by the Company and for three years from the Date of Termination, if you are receiving or have received payments under Section 3(c), you shall not, without prior written consent of the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it; except the foregoing prohibition shall not apply to the extent such information, knowledge or data (a) was publicly known at the time of disclosure to you, (b) becomes publicly known or available thereafter other than by any means in violation of this Agreement, or (c) is required to be disclosed by you as a matter of law or pursuant to any court or regulatory order. (c) You hereby acknowledge and agree that your obligations under this Section 5 are of a special, unique and extraordinary character and that a failure to perform any such obligation or a violation thereof may cause irreparable injury to the Company, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Therefore, you agree that the Company shall be entitled, as a matter of course, to an injunction, restraining order, writ of mandamus or other equitable relief from any court of competent jurisdiction, including relief in the form of specific performance, restraining any violation or threatened violation of any term of this Section 5, or requiring compliance with or performance of any obligation under this Section 5 by you and such other persons as the court shall order. The rights and remedies provided the Company hereunder are cumulative and shall be in addition to the rights...

Non-Compete; Confidentiality. (a) During the Term, and for a period of two years after the Date of Termination of employment or expiration of the Term (the “Restricted Period”), Executive shall not either on his own account, as a partner, joint venturer, employee, agent, salesman, officer, director or stockholder of a corporation (other than a beneficial holder of not more than two percent (2%) of the outstanding voting stock of a company having at least five hundred (500) holders of voting or economic interests) or otherwise, directly or indirectly enter into or engage in any business competitive with the business of any member of the Group as such business exists on the date hereof (a “Competitive Business”) within any area where such business has been conducted prior to the date of termination. (b) Except as provided in the next two sentences, Executive covenants and agrees that all information, knowledge or data of or pertaining to the Group, or pertaining to any other Person with which they or any of them may do business during the Term or the Consulting Period and which is not generally known in the relevant trade or industry (and whether relating to methods, merchandising, processes, techniques, discoveries, pricing, sales practices, marketing or any other proprietary matters) (the “Company Information”) shall be kept secret and confidential at all times during and after the termination or expiration of this Agreement and shall not be used or divulged by him outside the scope of his employment as contemplated by this Agreement, except as WRC may otherwise expressly authorize. In the event that Executive is requested in a judicial, administrative or governmental proceeding to disclose any of the Company Information, Executive will promptly so notify the Company so that the Company may seek a protective order at the Company’s expense or other appropriate remedy and/or waive compliance with this Agreement. If such protective order or other remedy is not obtained or the Company waives compliance with this Agreement and disclosure of any of the Company Information is required, Executive may furnish the material so required to be furnished, but Executive will furnish only that portion of the Company Information which is legally required and will exercise his best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Company Information furnished.

Non-Compete; Confidentiality. Xxxx represents and warrants that during the Term and in the Territory, neither Xxxx nor any of his agents, representatives or employees will solicit, initiate, or encourage any proposal for an endorsement by Xxxx of any Innerwear to commence during the Term, or participate in any discussions or negotiations for the same. Xxxx will execute a non-disclosure and confidentiality agreement in a form mutually acceptable to each of Xxxx and Naked.

Non-Compete; Confidentiality. (a) For a period of two (2) years from the date the Employee’s employment under this Agreement terminates,, Employee will not, directly or indirectly, compete in any manner with the Company or its subsidiaries, including, but not limited to: (i) soliciting any client of the Company or its subsidiaries to transact business; (ii) transacting business with a competitor of the Company or its subsidiaries; (iii) interfering or damaging a relationship between the Company or its subsidiaries and any of their customers; (iv) soliciting an employee of the Company or its subsidiaries; or (v) selling products similar to the products sold by the Company or its subsidiaries in their market area. The parties acknowledge that this Agreement shall not preclude the Employee from entering into an agreement with another company that does not compete, directly or indirectly with the Company or its subsidiaries. Moreover, Employee shall treat as confidential information, all information pertaining to the Company or its subsidiaries. Notwithstanding the foregoing, in the event the Employee’s employment under this Agreement is terminated Without Cause or With Good Reason in accordance with Section 13(a) hereof, or in the event the Employee’s employment under this Agreement terminates for Cause in accordance with Section 4 hereof, terminates Without Cause or With Good Reason in accordance with Section 13(a) hereof, or terminates due to Disability in accordance with Section 13(c) hereof at anytime on or after the effective date of a Change in Control, the provisions of this Section 9(a), except for the preceding sentence herein related to confidential information, shall become null and void (b) The parties hereto acknowledge that the potential restrictions on Employee’s future activities as set forth at Section 9(a) is reasonable in both duration and geographic scope and in all other respects. In the event that the provisions of Section 9(a) should ever be deemed to exceed the duration or geographic limitations or scope permitted by applicable law, then such provisions shall be reformed to the maximum time or geographic limitations or scope, as the case may be, permitted by applicable law, and the parties agree that the restrictions and prohibitions contained herein shall be effective to the fullest extent allowed under applicable law in such jurisdiction. (c) The parties acknowledge that it would be impossible to determine the amount of damages that would result from any breach o...