Non Competition and Confidential Information. (A) NON-COMPETITION IF PAID COMPENSATION UPON TERMINATION. In the event Employee is paid compensation upon termination in accordance with Paragraph 4(d) above, Employee agrees as follows: During the term of the Employee's employment Employer and for the period ending twelve (12) months after the termination of Employee's employment with Employer, regardless of the reason therefore, Employee shall not (whether directly or indirectly) canvas, solicit, employ or retain any client, customer or employee of the Employer regardless of location. As used herein, customer of Employer shall mean any person, firm or entity that purchased goods or services from Employer during the period of the Employee's employment with Employer. However, it is agreed that upon termination of Employee's employment with Employer, regardless of the reason therefore, Employee may become employed with, or may otherwise be retained by, any client or customer of Employer in a capacity which does not compete with Employer.
(B) NON-COMPETITION IF NOT PAID COMPENSATION UPON TERMINATION. In the event Employee is not paid compensation upon termination in accordance with Paragraph 4(d) above, Employee agrees as follows: During the term of Employee's employment with Employer, Employee shall not (whether directly or indirectly, as owner, principal, agent, stockholder, director, officer, manager, employee, partner, participant, or in any other capacity) engage or become financially interested in any competitive business conducted within the Restricted Territory or solicit, canvas or accept, or authorize any other person, firm or entity, to solicit, canvas or accept, from any customers of Employer, any business within the Restricted Territory for Employee for any other person, firm or entity. Additionally, for the period ending twelve (12) months after termination of Employee's employment with Employer, regardless of the reason therefore, Employee shall not, as part of a business competing with Employer, canvas, solicit, or entice any client or customer with whom Employer did business during Employee's employment with Employer and shall not solicit, entice or retain any other employee of Employer. However, it is agreed that upon the termination of Employee's employment with Employer, regardless of the reason therefore, Employee may become employed with, or otherwise retained by, any client or customer of the Employer in a capacity which does not compete with Employer.
Non Competition and Confidential Information. (a) During the term of this Agreement, and for one (1) year after the date the Executive is terminated by the Bank or Bancshares, whether voluntarily or involuntarily, with or without cause, the Executive shall not compete directly or indirectly in the Florida counties of St. Lucie, Martin, Indian River, Brevard, Volusia or Okeechobee (collectively, the "Counties") with any business then being conducted by the Bank or Bancshares without their prior written consent. The term "compete" means rendering any service by the Executive, whether as an employee, director, consultant, independent contractor, partner, co-venturer or investor (excluding any interest of the Executive through investment of up to an aggregate of 10% in the equity or debt securities or equivalent partnership interest of any person required to register under Section 12(g) of the securities Exchange Act of 1934) to or on behalf of any organization, including but not limited to any commercial bank, savings bank, savings and loan association, credit union, mortgage banking company, insurance company or brokerage firm, conducting any business then competitive to that of the Bank or Bancshares in the Counties.
Non Competition and Confidential Information. In consideration hereof, Optionee' agrees that during the term of this Agreement and for a period of one (1) year thereafter, Optionee (i) will not compete with any business of the Company or any of its subsidiaries or affiliates, and (ii) will not disclose to persons outside the Company confidential information concerning the Company or any of its subsidiaries or affiliates without the Company's express written consent.
Non Competition and Confidential Information. Notwithstanding any provision of this Agreement to the contrary, all proceeds realized, or that could be realized on sale of the Shares by the Participant as a result of this Award, shall be payable to the Company by the Participant if, during the period beginning on the date hereof and ending eighteen months following the date the Participant's employment with the Company and its subsidiaries terminates, the Participant: (1) discloses Confidential Information, as defined below, to any person not employed by the Company or not engaged to render services to the Company; or (2) Engages in Competition, as defined below.
Non Competition and Confidential Information. 1.1 Executive understands and agrees that the Company has in the past and will in the future, continue to expend large sums of money, and apply its unique and special “know-how”, and has in the past and will continue in the future, to devote a great effort in building an effective organization by utilization of unique and effective management, sales, service, marketing, finance, and other corporate techniques. Executive further understands and agrees that the Company has gained a unique reputation for its ability to solicit, market, sell, and service high visibility Internet and Web-commerce accounts and that this reputation is a major factor in bringing about the sales of the same and accounts for the continued success of the Company in the complex and evolving Business in which the is Company engaged.
1.2 Executive understands, admits, and agrees that he will necessarily become privy to relationships with other employees of the Company, the Company’s customers, customer lists, advertisers, advertiser lists, confidential plans and structures, and other confidential information and trade secrets, and that, to the extent Executive is directly or indirectly involved in the marketing or sales aspect of the Company’s Business, he will necessarily establish a unique and strong personal and professional relationship with the Company’s customers during the term of this Agreement, and that the aforesaid information and other information obtained as to customers’ and advertisers’ methods of doing business, specifications of customers’ and advertisers’ advertising requirements and capacities, the time, places and other details of when, where, and how to contact and best serve customers and advertisers, customers’ and advertisers’ bias and prejudice as to various services, information as to other employees or third parties who influence decisions, and the extensive and frequent customer and advertiser contact in the personal relationship acquired with customer and advertiser, all constitute legitimate and protectable business interests of the Company, and are now, and even though same may be enhanced by Executive, will continue to be extremely confidential information and thereby exclusive property of the Company. Executive agrees that he will hold in strictest confidence and not use for his own benefit, or the benefit of any third party, any such confidential information.
1.3 Executive acknowledges, admits and agrees that the Company has a legitimate business intere...
Non Competition and Confidential Information. You agree, acknowledge and affirm that Sections 5, 8 (other than Section 8(i)), 10, 11, 13 and 15 of your Employment Agreement remain in full force and effect and are not superceded, merged or otherwise affected by this letter agreement and that you will continue to be bound by the terms and conditions of Sections 5, 8 (other than Section 8(i)), 10, 11, 13 and 15 of your Employment Agreement. You further agree that the covenants, prohibitions and restrictions contained in this letter agreement are in addition to, and not in lieu of, any rights or remedies that the Company may have available pursuant to the foregoing sections of your Employment Agreement or the laws of any jurisdiction, or the common law or equity, and the enforcement or non-enforcement by the Company of its rights and remedies pursuant to this letter agreement shall not be construed as a waiver of any other rights or remedies that it may possess. Any breach by you of this paragraph 8, or of Sections 5 and 8 (other than Section 8(i)) of your Employment Agreement, shall be grounds for termination of any payments to be made or benefits to be delivered hereunder. Additionally, in the event of any such breach, you agree to repay the Company any benefits described in paragraphs 2, 3 and 5 of this letter agreement that you previously received pursuant to this letter agreement, that you would not have been entitled to receive absent this letter agreement.
Non Competition and Confidential Information. During the term of this Agreement and for a period thereafter equal to the lesser of the number of months Employee was employed by the Company prior to the payment of the Special Bonus or eighteen (18) months, Employee shall not (a) directly or indirectly solicit, except for the account of or on behalf of the Company, Fiserv or their affiliates, any customer of Company, Fiserv or their affiliates with which Employee had indirect or direct contact in connection with the business of FGS during the Employment Term, (b) disclose any confidential information of the Company, Fiserv and/or their affiliates which is now known to Employee or which hereafter may become known to him as a result of his employment or association with the Company, Fiserv and/or their affiliates or use the same in any way other than in connection with the business of the Company, Fiserv or their affiliates, (c) solicit, hire, cause to be hired or otherwise enable, encourage or assist, directly or indirectly, any employees of the Company, Fiserv or FGS to terminate their employment with the Company, Fiserv or FGS or (d) be or become engaged in any enterprise having the name “Fiserv” or any derivative thereof or any name likely to cause confusion with respect to such name. Employee agrees that all intellectual property under development by Employee and/or developed during Employee’s employment by the Company or its affiliates, as the case may be, is and shall remain the sole property of the Company or its affiliates, as the case may be. The provisions of Fiserv’s standard confidentiality provisions generally applicable to employees of Fiserv and its affiliates, are hereby incorporated by reference. A copy of those provisions is attached hereto as Exhibit C. Company acknowledges that Employee has previously been employed by companies rendering similar services to that of Company and that Employee has performed similar duties for such companies as set forth in Section 1 to this Agreement. Confidential information shall not include techniques and/or business practices developed by Employee during this previous employment and shall not include information publicly available in the conduct of business similar to that of Company.
Non Competition and Confidential Information. Each of the parties, except for the Company, covenants and undertakes that for as long as it maintains any shares in the Company (and in the case of Xxxxxxxxx, it or LR), and for two (2) years thereafter (hereafter “the Restricted Period”), except as otherwise agreed in writing with the Company:
11.1 neither it nor its Affiliates shall, either solely or jointly with or as manager agent or consultant of any other person (corporate or unincorporated) carry on or be engaged or concerned or interested, directly or indirectly, in Israel, the United States, the European Community or Japan in the business of research and development, manufacturing, marketing and sale of bio-chemical debridement agents, including without limitation, a product derived from Pineapple stems and used for would healing, other than through the Company (“Restricted Activity”).
11.2 it and its Affiliates will keep confidential and not disclose or make use of any financial information of the Company or other information relating to the business and affairs of the Company and its property and assets, including but not limited to any such information about current or future affairs or plans or clients or other persons with whom any of the parties hereto or the Company has had dealings or is or has been concerned in relation to the business and affairs of the Company and its property and assets. For the avoidance of doubt, it is clarified that membership on the Board of Directors of any company does not constitute a breach of this section 11.2, provided that this section 11.2 is otherwise complied with. This section does not apply to information:
a) which is now or hereafter is published or becomes known publicly or otherwise becomes part of the public domain through no fault of the parties or Affiliates thereof; or
b) which is received by the parties or Affiliates thereof from sources other than the Company, which sources were not known by the parties or Affiliates thereof to be under any obligation of secrecy to the Company; or
c) which is specifically required to be disclosed in compliance with applicable laws or regulations or by order of a court or other regulatory body of competent jurisdiction.
Non Competition and Confidential Information. (i) During the term of this Agreement, Employee shall not directly or indirectly, either as an employee, employer, consultant, agent, principal, owner, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of the Company or the Company’s affiliates. In this regard, Employee acknowledges that, as President and Chief Executive Officer and as an officer of the Company, he serves in a position of trust to the Company and its affiliates and that he owes a fiduciary duty of loyalty to the Company, its shareholders and its affiliates. As a result, Employee agrees that, during the term of his employment with the Company or with any of its affiliates and for a three-year period thereafter, he will be bound by the Restrictive Covenants set out in Section 17 of the Shareholder Buy-Sell Agreement made as of July 1, 2010 between Employee and the Company.
(ii) Employee recognizes that information will be disclosed or made known to him as a consequence of or through his employment by the Company pertaining to (1) the Company’s and its affiliates’ sales programs and services, including information relating to market research and development, training, computer programs and systems, computerized information access, accounting, marketing and selling plans and proposals; (2) the Company’s and its affiliates’ financial affairs, their customers, their employees and independent sales personnel and the scope of their work; (3) past, present or future research and studies concerning customers and customer development and business activities; and (4) such other matters relating to the Company and its affiliates as may be in any way helpful to their competitors. All such information is hereafter referred to as “Confidential Information”; provided, however, that Confidential Information does not include any knowledge, procedures or techniques acquired or known by Employee in their entirety prior to his employment by the Company by reason of his previous employment or experience.
(iii) Except as strictly required in the performance of his duties to the Company, Employee will never directly or indirectly use, disseminate or disclose any Confidential Information, either during or subsequent to his employment with the Company. Further, Employee acknowledges that the obligations under the Confidentiality Agreement executed on Septembe...
Non Competition and Confidential Information. Employee acknowledges that his position with the Company is special, unique and intellectual in character and his position in the Employer will place him in a position of confidence and trust with employees and clients of the Employer.
