Non-Competition; Non. Solicitation
(i) During the period of Executive’s actual employment with the Company during the Term (the “Employment Period”) and for a period of 24 months thereafter (the “Restricted Period”), the Executive will not enter into any employment, consulting or any other service relationship with or have any material economic interest in (subject to customary carve-outs for public holdings) any entity or business which (A) substantially competes with the Company in the business of acquisition, development, repositioning, management or sale of commercial real estate or multi-family residential rental real estate, (B) invests in unrated and non-investment grade rated commercial mortgage backed securities with respect to real estate or (C) acts as a special servicer for loans directly or indirectly secured by real estate.
(ii) During the Employment Period and during the Restricted Period, the Executive shall not directly or indirectly (x) solicit to employ or retain any Person who was employed or retained by the Company or any Subsidiary or Affiliate within 12 months of such solicitation or (y) employ or retain any such Person for any purpose prohibited by (i) above.
(iii) At no time during or after the Employment Period, shall the Executive disclose any of the Company’s or any Subsidiary or Affiliate’s trade secrets or confidential or proprietary information not known or available to the public (“Confidential Information”). The foregoing confidentiality obligations shall not apply to disclosure made in connection with the good faith performance of the Executive’s duties, information disclosed to Executive by a third party who is under no legal or contractual obligation or restriction not to disclose same and information which Executive is required by law to disclose.
Non-Competition; Non. Solicitation, Inventions, and Non-Disclosure Obligations. The Executive hereby reaffirms all of his obligations under the Noncompetition Agreement previously executed by him dated December 8, 2008 (the “Non-Compete Agreement”), which remains in full force and effect. The Executive further reaffirms all of his obligations under the Nondisclosure and Assignment of Inventions Agreement previously executed by him dated December 8, 2008 (the “NDA”), which also remains in full force and effect; provided, however, that the Executive hereby agrees that the NDA shall be deemed amended to include the following as Section 12 thereof:
Non-Competition; Non. Solicitation and Non-Disparagement For so long as each Management Shareholder holds any Corporation Securities (and, for a period of [***Redacted – Commercially Sensitive Information***]following the date on which such Shareholder does not hold any Corporation Securities), such Shareholder and its Principal covenants, undertakes and agrees that it shall not, and shall not cause, directly or indirectly, in any manner whatsoever including, without limitation, either individually, through an Affiliate (which term for the purpose of this Article 7 shall include Principals), or in partnership, jointly or in conjunction with any other Person on their own behalf or on behalf of any Person (including such Shareholder), whether directly or indirectly, including, without limitation, as an employer, employee, principal, agent, director or shareholder (or other equity holder), joint venturer, partner, member, contractor, licensor, licensee, franchisor, franchisee, distributor, consultant, supplier, investor, lender or trustee:
7.1.1 be engaged in any undertaking that competes with the Business in the provinces of Québec or Ontario;
7.1.2 advise, manage, carry on, establish, acquire Control of, be engaged in, render services to (including selling, transferring, licensing any products or software to), have any financial or other interest in (including an interest by way of royalty or other compensation arrangements), or permit the Management Shareholder’s or their respective Affiliates’ names or any part thereof to be used or employed in connection with any Person that engages or plans to engage directly or indirectly in any business that is the same as or substantially similar to the Business or any material part thereof, except as may be expressly permitted in writing in advance by the Corporation (which permission may be granted or denied in the sole discretion of the Corporation);
7.1.3 do or assist any person in doing any of the following: offer employment to, solicit or attempt to solicit the employment of, hire or induce or otherwise encourage any Person who is an employee or who has been an employee within one (1) year of the time of solicitation or hiring or inducement, as applicable, to leave their position or employment or terminate their contractual arrangement (as applicable), or assist or encourage any such employee to accept employment or engagement elsewhere, provided that nothing herein shall prohibit or restrict (i) each Management Shareholder or their...
Non-Competition; Non. SOLICITATION, CONFIDENTIALITY, OWNERSHIP OF WORKS, RETURN OF MATERIALS AND OTHER BUSINESS.
Non-Competition; Non. SOLICITATION, AND CONFIDENTIALITY
Non-Competition; Non. Solicitation and Confidentiality) or any of the matters referred to in Sections 6.2(a)(iii) and 6.2(a)(iv) above or
Non-Competition; Non. SOLICITATION AND CONFIDENTIALITY ----------------------------------------------------- AGREEMENT. As a condition to his employment, on or before the Effective Date the --------- Executive agrees to execute and deliver a Non-Competition, Non-Solicitation and Confidentiality Agreement substantially in the form attached hereto as Exhibit B.
Non-Competition; Non. Solicitation The Parties hereto recognize that Executive’s services are unique and the Restrictive Covenants on Executive set forth in this Section 6 are essential to protect the business (including trade secret and other confidential information disclosed by ArcSoft to, learned or developed by Executive during the course of employment by ArcSoft) and good will of ArcSoft. As part of the consideration for the compensation and benefits to be paid to Executive hereunder, Executive agrees that during the Term of this Agreement and employment hereunder, and for a period of 12 months thereafter (the “Covenant Period”), Executive shall not:
(i) Engage in any business similar or related to or competitive with the business conducted by ArcSoft or any of its subsidiaries or affiliates described from time to time in ArcSoft Annual Report to its shareholders and Board (the “Core Business of ArcSoft”);
(ii) Render advice or services to, or otherwise assist, any other person, association, or entity that is engaged, directly or indirectly, in any business similar or related to or competitive with the Core Business of ArcSoft;
(iii) Transact any business in any manner pertaining to suppliers or customers of ArcSoft or any of its subsidiaries affiliates which, in any manner, would have, or is likely to have, an adverse effect upon the Core Business of ArcSoft or any of its subsidiaries affiliates;
(iv) Induce any employee of ArcSoft or any of its subsidiaries affiliates to terminate his or her employment with ArcSoft or any of its subsidiaries affiliates, or hire or assist in the hiring of any such employee by any person or entity not affiliated with, ArcSoft. For purposes of this Agreement, “affiliate” shall mean any entity which owns or controls, is owned or controlled by, or is under common ownership or control, with ArcSoft. Notwithstanding the foregoing, if ArcSoft abandons a particular aspect of the Core Business, that is, ceases such aspect of its business with the intention to permanently refrain from such aspect of its business, then this post-employment non-competition covenant shall not apply to such former aspect of ArcSoft’s business.
Non-Competition; Non. SOLICITATION AND NON-INTERFERENCE.
Non-Competition; Non. Disclosure of Proprietary Information, Surrender --------------- ---------------------------------------------------- of Records; Inventions and Patents. ----------------------------------
