Non Competition Confidential Information. As used in this Section 6, the following terms shall have the respective indicated meanings:
Non Competition Confidential Information. (a) The Executive agrees that, if he terminates his employment hereunder other than for Good Reason pursuant to Section 11 hereof, or if his employment hereunder is terminated for Cause, he will not for a period of two years after such termination of employment with the Company, in any manner, directly or indirectly (or have a substantial ownership in, manage, operate, or control any entity which shall directly or indirectly)
(i) perform, or cause to be performed, or solicit or aid, in any manner, solicitation of, any work of a type performed by the Company for any firm, corporation, or other entity ("Customer") with which, at any time during the twelve (12) month period prior to termination of the Employment Term, the Company or any subsidiary conducted any business; or (ii) induce any personnel to leave the service of the Company or of any subsidiary of the Company. Within two weeks of a written request of the Executive following termination of the Employment Term, the Company shall deliver to the Executive a list of Customers and the Executive shall within two weeks after such delivery on reasonable prior notice have the right during normal business hours to examine such books and records of the Company as shall be reasonably necessary to confirm that only the names of Customers are set forth on the list.
(b) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company and its subsidiaries, and their respective businesses, (i) obtained by the Executive during his employment by the Company or any of its subsidiaries; and (ii) not otherwise public knowledge or known within the Company's industry. After termination of the Executive's employment with the Company, the Executive shall not, without prior written consent of the Company, unless compelled pursuant to a court order, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.
(c) After termination of the Executive's employment with the Company, the Executive shall refrain from disparaging, whether orally, in writing or in other media, the Company, its subsidiaries and Affiliates, the officers, directors and employees of each of them, and the products and services of each of them.
(d) The Executive agrees that the remedy at law for any breach by him of the foregoing shall be inadequate and that the Company shall be entitled to injunctive...
Non Competition Confidential Information. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees that during the Employment Term and through the later of the Severance Period or twenty-four (24) months following the date of termination of employment:
(i) Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or its affiliates (including without limitation by performing or soliciting the performance of services for any person who is a customer or client of the Company or any of its affiliates) whether such engagement is as an officer, director, proprietor, employee, partner, investor (other than as holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent, sales representative or other participant, in any geographic area in which the Company or any of its affiliates conducted any such competing line of business.
(ii) Executive will not directly or indirectly assist others in engaging in any of the activities in which Executive is prohibited from engaging in by clause (i) above.
(b) Executive will not directly or indirectly induce any employee of the Company or any of its affiliates to engage in any activity in which Executive is prohibited to engage by paragraph (a) above or to terminate his employment with the Company or any of its affiliates, and will not directly or indirectly employ or offer employment to any person who was employed by the Company or any of its affiliates unless such person shall have ceased to be employed by the Company or any of its affiliates for a period of at least 12 months.
(c) Executive will not at any time (whether during or after his employment with the Company) disclose or use for his own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any of its subsidiaries or affiliates, any trade secrets, information, data, or other confidential information relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans, or the business and affairs of the Company generally or of any subsidiary or affiliate of the Company, provided that the foregoing shall not apply to...
Non Competition Confidential Information. The Executive and the Partnership recognize that due to the nature of the Executive’s engagement hereunder and the relationship of the Executive to the Partnership and the MLP, the Executive will have access to and will acquire, and may assist in developing, confidential and proprietary information relating to the business and operations of the Partnership, the MLP and their affiliates, including, without limiting the generality of the foregoing, information with respect to the business of the Partnership, the MLP and their affiliates. The Executive acknowledges that such information will be of central importance to the business of the Partnership, the MLP and their affiliates and that disclosure of it to, or its use by, others could cause substantial loss to the Partnership and the MLP. The Executive accordingly agrees as follows:
Non Competition Confidential Information. (a) Executive agrees that his services hereunder are of a special and unique nature and his position with the Company places him in a position of confidence and trust with clients and employees of the Company. Executive agrees that he will not at any time during his employment with the Company and for a period of one year thereafter (the "Restrictive Period"), directly or indirectly, compete (as an owner, joint venturer, partner, stockholder, director, officer, consultant, agent or otherwise) with the Company in the United States. Ownership of less than 5% of the securities of any class of a corporation registered under section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, shall not be considered a violation of the provisions of this paragraph.
(b) Executive further agrees that he will not at any time, directly or indirectly, without the Company's prior written consent, disclose to any third party or use (except as authorized in the regular course of the Company's business) any confidential, proprietary or trade secret information acquired by him during his employment with the Company and thereafter, including, without limitation, sales and marketing information, information relating to existing or prospective customers and markets, information relating to the RealTime software technology and enhancements thereto or other software technology, business opportunities, and financial, technical and other data (collectively, the "Confidential Information"). After termination of Executive's employment with the Company for any reason and upon the written request of the Company, Executive shall promptly return to the Company all originals and/or copies of written or recorded material (regardless of the medium) containing or reflecting any Confidential Information and shall promptly confirm in writing to the Company that such action has been taken.
(c) Executive agrees that he will not, during the Restrictive Period, employ or retain, solicit the employment or retention of, or cause or encourage any entity to retain or solicit the employment or retention of, any person who was any employee of the Company at any time during the two year period commencing 12 months prior to the termination of Executive's employment with the Company and ending on year after such termination. After termination of Executive's employment with the Company, (i) Executive will refrain from disparaging, whether orally, in writing or in other media, the Company, its Affil...
Non Competition Confidential Information. (a) Executive agrees that, if Executive's employment is terminated by Executive other than for Good Reason, for a period of twelve (12) months following the date of termination of this Agreement, Executive shall not (i) divert to any competitor of NAC Re Corp. and its subsidiaries (for purposes of this Section 7, the "NAC Re Group") in the business conducted by the NAC Re Group as a material component of its operations including, without limitation, insurance or reinsurance (the "Designated Industry") any customer as of the date of termination of the NAC Re Group; or (ii) solicit or encourage any officer, employee or consultant of the NAC Re Group to leave their employ for employment by or with any competitor of the NAC Re Group in the Designated Industry. If at any time the provisions of this Section 7 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 7 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Executive agrees that this Section 7, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
(b) Executive shall not at any time after the date of termination of employment reveal to anyone other than authorized representatives of the NAC Re Group, or use for Executive's own benefit, any trade secrets, customer information or other information that has been designated as confidential by the NAC Re Group or is understood by Executive to be confidential without the written authorization of the Board in each instance, unless such information is or becomes available to the public or is otherwise public knowledge or in the public domain for reasons other than Executive's acts or omissions.
(c) If Executive materially breaches any of the obligations under this Section 7, Employer shall have no further compensation or benefit obligations pursuant to this Agreement or pursuant to the Annual Incentive Plan of Employer or the Long-Term Incentive Plan of Employer but shall remain obligated for compensation and benefits for periods prior to such breach as provided in any other plans, policies or practices then applicable to Executive in accordance with the terms thereof. Executive hereby acknowledges that Employe...
Non Competition Confidential Information. Executive will be a party to and abide by the terms of the standard Nordson Employee Agreement regarding confidentiality, non-competition, trade secret protection and patent assignment. Breach of the Nordson Employee Agreement by Executive shall constitute a material breach of this Agreement. In exchange for post-termination benefits afforded Executive under Section 7 of this Agreement, Executive agrees that the Company shall not be obligated to make payments to Executive under Section 8 (non-competition) of the Nordson Employee Agreement .
Non Competition Confidential Information. TEMPLE acknowledges that on or about April 5, 2011, he executed an Employment Agreement (Management) which is attached hereto as Exhibit C. By his execution of the within Agreement, TEMPLE ratifies the terms and conditions of said Employment Agreement (Management). In the event TEMPLE violates the terms of said Employment Agreement (Management), in addition to all other remedies available to ECOLAB, all transition pay payable herein shall cease. It is agreed that TEMPLE will not cause or participate in the publication of any information concerning the facts underlying the termination of TEMPLE’s employment or the terms and conditions of this Agreement and Release to anyone. This provision shall not prevent TEMPLE from disclosing such information to his family or to his legal counsel and accountants in order to obtain professional advice, provided they are advised as to the confidentiality of the information. At the end of the TERM OF EMPLOYMENT, or at any earlier time as may be requested by ECOLAB, TEMPLE will return to ECOLAB all records, reports, studies, letters, files or other documents in his possession or to which he has access concerning ECOLAB’s business or affairs, or the business or affairs of any of ECOLAB’s subsidiaries and affiliates, and TEMPLE will retain only such personal records as he may have relating to non-ECOLAB activities.
Non Competition Confidential Information. (i) During the term of the Executive's employment under this Agreement or (ii) through the current Term of the Agreement, if the Executive voluntarily terminates her employment or her employment is terminated by the Company for cause, the Executive shall not, directly or indirectly, engage or be interested (as a stockholder, director, officer, consultant, agent, broker, partner, individual proprietor, lender or otherwise) in any other business which is competitive with the business of the Company, except that she may hold not more than 5% of the outstanding securities of any class of any publicly held company provided that this Section 6 shall not prohibit the Executive from holding more than 5% of the outstanding shares of any class of the Company.
(b) The Executive shall not, directly or indirectly, either during the Term of the Executive's employment under this Agreement or thereafter, disclose to anyone (except in the regular course of the Company's business or as may be required by applicable law or subpoena), or use in competition with the Company, any information acquired by the Executive during her employment by the Company with respect to any confidential or secret aspect of the Company's operations or affairs unless such information has become public knowledge other than by reason of actions (direct or indirect) of the Executive.
(c) The Executive shall not, directly or indirectly, either during the Term of the Executive's employment under this Agreement or for a period of one (1) year thereafter, solicit the services of any person who was a full-time employee of the Company (other than employees employed for limited period of time in connection with the production of particular television or motion picture programming) during the last year of the period of the Executive's employment under this Agreement.
(d) The Executive acknowledges that the remedy at law (including, without limitation, a remedy calculated as money damages), for breach of her covenants under this Section 6 will be inadequate and, accordingly, in the event of any breach or threatened breach by the Executive of the provisions of this Section 6, the Company shall be entitled, in addition to all other remedies, to an injunction restraining any such breach (without posting any bond or other security or being required to prove actual damages).
Non Competition Confidential Information. Employee shall execute the Company's standard agreement regarding non-competition and the protection of the Company's confidential information which shall survive the termination of this Agreement for a period of one (1) year.
