Non Competition and Protection of Confidential Information. (a) The Executive agrees that his services hereunder are of a special, unique, extraordinary and intellectual character, and his position with the Company places him in a position of confidence and trust with the clients and employees of the Company. The Executive acknowledges that the rendering of services to the clients of the Company necessarily requires the disclosure to the Executive of confidential information and trade secrets of the Company (such as without limitation, proprietary software programs, marketing plans, media plans, budgets, corporate policies, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers). The parties hereto agree that in the course of the Executive's employment with the Company, the Executive has and will continue to develop a personal relationship with the Company's clients and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele will therefore be placed in the Executive's hands in confidence and trust. The Executive consequently agrees that it is reasonable and necessary for the protection of the trade secrets, goodwill and business of the Company that the Executive make the covenants contained herein. Accordingly, the Executive agrees that while he is in the employ of the Company and for a one year period after the Date of Termination, he shall not except on behalf of the Company, directly or indirectly, and regardless of the reason for his ceasing to be employed by the Company:
(i) attempt in any manner to solicit from any client business of the type performed by the Company or to persuade any client to cease to do business or to reduce the amount of business which any such client has customarily done or is reasonably expected to do with the Company, whether or not the relationship between the Company and such client was originally established in whole or in part through his efforts; or
(ii) employ as an employee or retain as an exclusive consultant any person who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Company, or persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the Company; or
(iii) render to or for any client any services of the type r...
Non Competition and Protection of Confidential Information. Employee agrees that his position with Employer places him in a position of confidence and trust with the clients and employees of Employer. Employee acknowledges that inasmuch as the business of Employer is carried on in several states of the United States and that it is the intention of Employer to continue to expand the geographic area in which Employer engages in its business and marketing efforts and accordingly, it is reasonable that the restrictive covenants set forth below are not limited by specific geographic area but by the location of Employer’s clients and potential clients. Employee further acknowledges that the rendering of services to the clients of Employer necessarily requires the disclosure to Employee of confidential information and trade secrets of Employer and its clients (such as without limitation, marketing and licensing plans and business strategies). Employee consequently agrees that it is reasonable and necessary for the protection of the goodwill and business of Employer that Employee make the covenants contained herein. Accordingly, Employee agrees that while he is in Employer’s employ and for a period of two (2) years thereafter, Employee shall not directly or indirectly: (i) attempt in any manner to solicit from any client (except on behalf of Employer) business of the type performed by Employer or to persuade any client of Employer to cease to do business or to reduce the amount of business which any such client has customarily done or contemplates doing with Employer, whether or not the relationship between Employer and such client was originally established in whole or in part through Employee’s efforts;
Non Competition and Protection of Confidential Information. (a) The Executive agrees that his services to the Company are of a special, unique, extraordinary and intellectual character, and his position with the Company places him in a position of confidence and trust with the employees and customers of the Company. Consequently, the Executive agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that the Executive make the covenants contained herein. Accordingly, the Executive agrees that, subject to the provisions of paragraphs 6(b) and 6(c) hereof, during the period of the Executive's employment hereunder and: (x) in the case of clause (i) of this subparagraph (a), for the period of three months, and (y) in the cases of clauses (ii) and (iii) of this subparagraph (a), for the period of six months, immediately following the termination of his employment hereunder, he shall not, except on behalf of the Company, directly or indirectly:
(i) own, operate, manage or be employed by or affiliated with any person or entity that engages in any business then being engaged in by the Company, it being acknowledged that the current business of the Company is the manufacture of trailer and shipping container chassis and sanitary containers or provides consulting services relating to the foregoing (a "Competing Business") which is located east of the Mississippi River; or
(ii) attempt in any manner to solicit from any customer or supplier business of the type performed for or by the Company or to persuade any customer or supplier of the Company to cease to do business or to reduce the amount of business which any such customer or supplier has customarily done or contemplates doing with the Company, whether or not the relationship between the Company and such customer or supplier was originally established in whole or in part through his efforts; or
(iii) employ as an employee or retain as a consultant, or persuade or attempt to persuade any person who is at the Date of Termination or at any time during the preceding year was, or in the six (6) months following such termination becomes, an employee of or exclusive consultant to the Company to leave the Company or to become employed as an employee or retained as a consultant by anyone other than the Company.
Non Competition and Protection of Confidential Information. (a) Executive agrees that Executive’s services hereunder are of a special, unique, extraordinary and intellectual character and Executive’s position with the Company places Executive in a position of confidence and trust with the clients or customers of the Company and its corporate affiliates (“Affiliates”). It is agreed that throughout the Term and for the respective periods specified in (1), or (2) below following the termination hereof, Executive shall not directly or indirectly:
(1) for two (2) years, attempt in any manner to persuade any client or customer of the Company or the Affiliates to cease to do business or to reduce the amount of business which any such client or customer has customarily done or contemplates doing with the Company or the Affiliates, whether or not the relationship between the Company or the Affiliates and such client or customer was originally established in whole or in part through its or Executive’s efforts; or
(2) for two (2) years, employ or attempt to employ or assist anyone else to employ any person who is then or at any time during the six months preceding termination was in the employ of the Company or the Affiliates. It is further agreed that throughout his employment with the Company and for one year (1) thereafter, Executive shall not directly or indirectly enter the employ of or render any services to any person, firm or corporation that is engaged directly or thorough an affiliate or otherwise in conducting a business similar to that of the Company but not as a management or similar consultant.
(b) It is also agreed that Executive will not at any time (whether during the Term or after termination of this Agreement), disclose to anyone any confidential information or trade secret of the Company or the Affiliates or of any client or customer of the Company or the Affiliates, or utilize such confidential information or trade secret for his or its own benefit, or for the benefit of third parties except pursuant to a lawful order of a court of competent jurisdiction. The term “confidential information or trade secret of the Company or the Affiliates” does not include any information which becomes generally available to the public other than by breach of this provision.
(c) If Executive commits a breach or threatens to commit a breach, of any of the provisions of subparagraphs (a) or (b) above, the Company, shall have the right to have the provisions of this Agreement specifically enforced by any court having equity j...
Non Competition and Protection of Confidential Information a. The Employee agrees that his services to the Company are of a special, unique, extraordinary and intellectual character and his position with the Company places him in a position of confidence and trust with the employees and customers of the Company and its affiliates. Consequently, the Employee agrees that it is reasonable and necessary for the protection of the goodwill, intellectual property, trade secrets, designs, proprietary information and business of the Company that the Employee make the covenants contained herein. Accordingly, the Employee agrees that, during the period of the Employee's employment hereunder and for the period of one (1) year immediately following the termination of his employment hereunder, he shall not, directly or indirectly:
i. own, operate, manage or be employed by or affiliated with any person or entity headquartered within or with a management office in the United States that engages in any business then being engaged or planned to be engaged in by the Company or any of its subsidiaries or affiliates; or
Non Competition and Protection of Confidential Information. (a) It is agreed that Employee will not at any time (whether during the Term or after termination of this Agreement), disclose to anyone any confidential information or trade secret of the Company or any subsidiaries of the Company or any company controlled by it, including a company in which it may hold a direct or indirect interest of at least twenty five percent (an “Affiliate”) or of any clients, Company Customers (as hereinafter defined), franchisees or landlords of, or related to, the Company or an Affiliate (each, a “Company Relationship”), or utilize such confidential information or trade secret for his own benefit, or for the benefit of third parties, except pursuant to a lawful order of a court of competent jurisdiction or other legal process. As used throughout this Agreement, the term “Company Customers” shall mean (A) anyone who is then a client, or customer of the Company; (B) anyone who was a client or customer of the Company at any time during the one year period immediately preceding the date of termination of Employee’s affiliation with the Company; and (C) any prospective clients, or customers to whom the Company had made a presentation (or similar offering of services) within a period of 90 days immediately preceding the date of such termination. Employee shall maintain proper files and records relating to work performed by Employee for the benefit of the Company. All such files and records are the exclusive property of the Company and shall be delivered to the Company upon the termination of Employee’s relationship with the Company. Employee agrees to treat as material, confidential and proprietary to the Company, the data or information used, gained or created by Employee in the course and during the period of affiliation with the Company and any Affiliate and that relates to the type of business conducted by the Company and Affiliates. This data shall include, without limitation, all customer financial information, telephone numbers, addresses of and personal information about customers and other representatives, profit and loss statements, productivity data, financial models, computer software programs, source and other codes, information about direct communication lines, electronic and voice systems, the Company’s business prospects and opportunities, and all other information about or gained from any Company Relationship during Employee’s affiliation with the Company.
Non Competition and Protection of Confidential Information. Employee agrees that his position with Employer places him in a position of confidence and trust with the clients and employees of Employer. Employee acknowledges that inasmuch as the business of Employer is carried on in several states of the United States and that it is the intention of Employer to continue to expand the geographic area in which Employer engages in its business and marketing efforts and accordingly, it is reasonable that the restrictive covenants set forth below are not limited by specific geographic area but by the location of Employer’s clients and potential clients. Employee further acknowledges that the rendering of services to the clients of Employer necessarily requires the disclosure to Employee of confidential information and trade secrets of Employer and its clients (such as without limitation, marketing and licensing plans and business strategies). Employee consequently agrees that it is reasonable and necessary for the protection of the goodwill and business of Employer that Employee make the covenants contained herein. Accordingly, Employee agrees that while he is in Employer’s employ and for a period of two (2) years thereafter, Employee shall not directly or indirectly:
Non Competition and Protection of Confidential Information a. The Employee agrees that the Employee’s services to the Company are of a special, unique, extraordinary and intellectual character and the Employee’s position with the Company places the Employee in a position of confidence and trust with the employees and customers of the Company and its affiliates. Consequently, the Employee agrees that it is reasonable and necessary for the protection of the goodwill, intellectual property, trade secrets, designs, proprietary information and business of the Company that the Employee make the covenants contained herein. Accordingly, the Employee agrees that, during the period of the Employee’s employment hereunder and for the period of one (1) year immediately following the termination of the Employee’s employment hereunder, the Employee shall not, directly or indirectly:
i. own, operate, manage or be employed or engaged by or otherwise affiliated with any of the following entities or any of their respective affiliates (with the term “affiliates” meaning any person or entity controlling, controlled by or under common control with, any of the following listed entities or any of their successors or assigns, whether by ownership of equity interests, by contract or by whatsoever other means), or any of their respective successors and/or assigns:
A. Advance Manufacturing;
B. Granite State Manufacturing;
C. W International;
X. XXXX Group;
E. Major Tool;
F. American Tank & Fabricating;
X. Xxxxx Machine;
H. Pegasus;
X. Xxxxxx Weldments;
J. Intercontinental Engineering;
X. Xxxxx;
L. FMI; and
Non Competition and Protection of Confidential Information. 5.01 CONSIDERATION. Company promises to provide Employee with the Company’s trade secrets and other confidential information, along with personal contacts, that are of critical importance in securing and maintaining business prospects, in retaining the accounts and goodwill of present Customers and protecting the business of the Company.
a. Employee, therefore, agrees that in exchange for the Company’s promise to provide trade secrets and other confidential information, Employee agrees to the non-competition and confidentiality obligations and covenants outlined in this Article V and that absent his agreement to these obligations and covenants, the Company will not now provide and will not continue to provide him with trade secrets and other confidential information.
b. In addition to the consideration described in Section 5.01a, the parties agree that (i) fifteen percent (15%) of Employee’s base salary and bonus, if any, paid and to be paid to Employee and (ii) one hundred percent (100%) of the payments and benefits, including Employee’s right to receive the same, under Sections 3.05 and 4.02, as applicable, shall constitute additional consideration for the non-competition and confidentiality agreements set forth herein.
Non Competition and Protection of Confidential Information. (a) Executive agrees that Executive's services hereunder are of a special, unique, extraordinary and intellectual character and Executive's position with the Company places Executive in a position of confidence and trust with the clients or customers of the Company and its corporate affiliates ("Affiliates"). It is agreed that throughout the Term and for the respective periods specified in (1), or (2) below following the termination hereof, Executive shall not directly or indirectly:
