Non Competition and Non Disclosure Executive Cooperation Sample Clauses

Non Competition and Non Disclosure Executive Cooperation. (a) Without the consent in writing of the Board, upon termination of Executive’s employment for any reason, Executive shall not for a period of two years thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, partner, stockholder, employer, employee, director, consultant or agent) in any business which is directly in competition with a business conducted by ESI or any of its subsidiaries; (ii) induce any customers of ESI or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with ESI or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; (iii) solicit or canvas business from any person who was a customer of ESI or any of its subsidiaries at or during the two-year period immediately preceding termination of Executive’s employment; or (iv) induce, or attempt to influence, any employee of ESI or any of its subsidiaries to terminate his employment; provided, however, that the limitation of subsection (i) shall not apply if Executive’s employment is terminated as a result of a termination by ESI without Cause. The provisions of subsections (i), (ii), (iii) and (iv) above are separate and distinct commitments independent of each of the other subsections. It is agreed that the ownership of not more than 1/2 of 1% of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this subsection (a). 39 (b) Executive shall not, at any time during the term of this Agreement or following Executive’s termination of employment for any reason whatsoever, disclose, use, transfer or sell, except in the course of employment with ESI, any confidential or proprietary information of ESI and its subsidiaries so long as such information has not otherwise been publicly disclosed by ESI or is not otherwise in the public domain, except as required by law or pursuant to legal process. (c) Executive agrees to cooperate with ESI, by making himself available to testify on behalf of ESI or any subsidiary or affiliate of ESI, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, and to assist ESI, or any subsidiary or affiliate of ESI in any such action, suit or proceeding, by providing information and meeting and consulting with ...
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Non Competition and Non Disclosure Executive Cooperation. (a) Prior to the Effective Date, Executive shall execute and deliver to an officer of ESI the Employee Confidentiality, Non Competition and Assignment Agreement (a copy of which is attached hereto as Exhibit E).
Non Competition and Non Disclosure Executive Cooperation 

Related to Non Competition and Non Disclosure Executive Cooperation

  • NON-COMPETITION AND NON-DISCLOSURE (a) Upon any termination of Executive's employment hereunder pursuant to Section 4 hereof, Executive agrees not to compete with the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Holding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 10(a) agree that in the event of any such breach by Executive, the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company or its Subsidiaries from pursuing any other remedies available to the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive.

  • Confidentiality, Non-Competition and Non-Solicitation Employee agrees, as a condition to Employee’s employment with the Company, to execute the Company’s standard form of Employee Non-Disclosure, Invention Release and Non-Competition Agreement attached hereto as Exhibit A.

  • Confidential Information and Non-Competition 10. In exchange for the mutual promises and obligations contained in this Agreement, and contemporaneous with its execution or soon thereafter, Employer promises to deliver to Executive or permit Executive to acquire, be exposed to, and/or have access to material, data, and information of the Company and/or its customers or clients that is confidential, proprietary and/or a trade secret (“Confidential Information”). At all times, both during and after the termination of employment, the Executive shall keep and retain in confidence and shall not disclose, except as required in the course of the Executive’s employment with the Company, to any person, firm or corporation, or use for the Executive’s own purposes, any Confidential Information. For the purposes of this Paragraph, such information shall include, but is not limited to:

  • Confidentiality, Non-Solicitation and Non-Competition The Executive agrees that:

  • NON-COMPETITION AND NONSOLICITATION Executive shall not, during the Employment Period and for a period of one (1) year thereafter, directly or indirectly:

  • Confidentiality and Non-Competition To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to result in a Material Adverse Change.

  • Confidentiality, Non-Disclosure and Non-Competition Agreement The Company and the Executive acknowledge and agree that during the Executive’s employment with the Company, the Executive will have access to and may assist in developing Confidential Information and will occupy a position of trust and confidence with respect to the affairs and business of the Company and the Company Affiliates. The Executive agrees that the following obligations are necessary to preserve the confidential and proprietary nature of Confidential Information and to protect the Company and the Company Affiliates against harmful solicitation of employees and customers, harmful competition and other actions by the Executive that would result in serious adverse consequences for the Company and the Company Affiliates:

  • Non-compete and Non-disclosure To indemnify Indemnitee in connection with proceedings or claims involving the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, consulting or similar agreements the Indemnitee may be a party to with the Corporation, or any subsidiary of the Corporation or any other applicable foreign or domestic corporation, partnership, joint venture, trust or other enterprise, if any.

  • Non-Disclosure and Non-Competition The provisions of this Section 9 shall survive termination of this Agreement. (a)

  • Confidentiality and Non-Competitions To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to result in a Material Adverse Change.

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