Non Competition Non Disclosure. Consultant recognizes and expressly acknowledges that (i) he has developed a highly valuable expertise in the business of cardiovascular perfusion and ancillary services, including without limitation delivery of perfusion services and sales of supplies in connection therewith, which expertise is of a special, unique and extraordinary character (as such perfusion and related business is presently conducted by the Company and its Subsidiaries, the "Company Business"); (ii) he is voluntarily entering into this Agreement, including without limitation this Section 4, with the intent that the covenants in this Section 4 shall be valid and enforceable; and (iii) the terms and conditions of this Agreement and this Section 4 are fair and reasonable to him in all respects and will not create any hardship for him. In light of the foregoing, and for and in consideration of benefits derived directly and indirectly from this Agreement, Consultant covenants and agrees as follows:
(a) During the term of Consultant's employment with the Company and during the Consulting Period (the "Noncompete Term"), Consultant shall not, alone or as a member, employee or agent of any partnership or as an officer, agent, employee, consultant, director, shareholder (except for passive investments of not more than (x) two percent (2%) of the outstanding shares of, or any other equity interest in, any company or entity (other than one listed or traded on a national securities exchange or on an over-the-counter securities market) and (y) five percent (5%) of the outstanding shares of, or any other equity interest in, any company or entity listed or traded in a national securities exchange or over-the-counter securities market) of any corporation or entity, directly or indirectly manage, operate, join, control or participate in the management, operation or control of, or work for (as an employee, consultant, independent contractor or otherwise) or permit the use of its name by, or be connected in any manner with any business or activity which is in competition with the Company Business in any town, county, parish or other municipality in any state of the United States in which the Company Business is presently conducted and in any town, county, parish or municipality adjacent thereto.
(b) During the Noncompete Term, Consultant shall not, directly or indirectly, solicit, induce, or attempt to solicit or induce (x) any employee of the Company or its Subsidiaries, affiliates, successors or assign...
Non Competition Non Disclosure. (a) Executive agrees not to disclose, during or after the term of his employment, any knowledge of the past, present, planned or considered business activities of the Employer or affiliates thereof to any person, firm, corporation, association or other entity for any reason or purpose whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of, banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Employer. In the event of a breach or threatened breach by the Executive of the provisions of this Section, the Employer shall be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Employer or affiliates thereof, or from rendering any services to any person, firm, corporation, association or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Employer from pursuing any other remedies available to the Employer for such breach or threatened breach, including the recovery of damages from Executive.
(b) Upon (i) voluntary termination by the Executive of his employment hereunder for any reason other than as a result of a material breach of this Agreement by the Employer, (ii) termination of Executive's employment by the Employer for cause, or (iii) expiration of this Agreement as a result of the Executive’s failure to accept Employer’s offer of a renewal of this Agreement on substantially similar terms as contained herein, Executive agrees not to compete with the Employer or any of its affiliates for a period of one (1) year following such termination within a 30 mile radius from the Bank's main office located at 000 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx or within a three mile radius from the location of any branch of the Bank existing as of the date of such termination. Executive agrees that during such period and within said radius, Executive will 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 Employer or any affiliate. The parties hereto, recognizing that irreparable injury will result to the Employer, its business and property in the event of Executive's breach of this Section,...
Non Competition Non Disclosure. 6.4.1. In order to induce Purchaser to purchase the Interest pursuant to this Agreement, Sellers covenant and agree that during the period commencing on the Closing Date and ending on the second (2nd) anniversary thereof (the “Non-Competition Period”), neither Sellers nor any of their respective Affiliates shall directly or indirectly, whether as an officer, director, stockholder, investor, partner, proprietor, business associate, employee, representative or otherwise, (i) promote, market, become or be financially interested in, consult with or for, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever (other then the Company) whose business is a Competitive Business (as defined below); (ii) solicit or otherwise encourage any customers or vendors of the Company to cease doing business with the Company or undertake any action, either directly or indirectly, that would reasonably be expected to cause any customer or vendors of the Company to cease, terminate or materially adversely change its relationship with the Company, or (iii) solicit the services of any of the Company’s employees, consultants or independent contractor, or otherwise encourage any such employees, consultants or independent contractor to terminate their employment with, or services to, the Company or to become an employee, consultant or independent contractor or otherwise provide services to any Person other than the Company. Notwithstanding the foregoing, this Section shall not prohibit a Seller or its Affiliates from owning up to 5% of the equity of any publicly traded company, whether or not such company is engaged in whole, or in part, in a Competitive Business. The term “Competitive Business” shall mean any business (or any component thereof) that is competitive with the business conducted by the Company during the twelve (12) months period prior to the Closing Date, including, without limitations, Internet reference content related business and any business associated with language reference, general reference or question and answer information delivered over the Internet. For the purpose of this Section 6.4, the term “Company” shall include the Company, Purchaser and their respective Affiliates.
Non Competition Non Disclosure. 6.1 Non-competition
(a) During the Term of this Agreement, XXXXXXX shall not serve as the host of any radio programming having the same format and/or topic of the Program. Not with standing the foregoing, XXXXXXX shall not be deemed to be engaging directly or indirectly in any business or activity in contravention of this Section 5.1
(a) by virtue of XXXXXXX'X ownership of less than a 5% interest in the securities of a publicly traded corporation.
(b) Nothing in Section 5.1(a) hereof shall in any way limit or restrict XXXXXXX from serving as talent in connection with the production of radio commercials for third parties, guest television appearances, films and any other endeavor.
(c) During the Term of this Agreement and for the one (1) year period there after XXXXXXX shall not directly or indirectly, induce or attempt to induce any customers, affiliates, officers, employees of the Company or other parties doing business with the Company (including, without limitation, advertisers in the Program) to terminate their relationship with the Company.
Non Competition Non Disclosure. 6.1 The Executive agrees that, while he is employed by the Company, he will not directly or indirectly engage or participate in, as an owner, partner, shareholder, officer, employee, director, agent or consultant, any business that directly or indirectly competes with the Company or any of its subsidiaries or affiliates, and, further, that he will not make any investments in any business that competes with the Company. The Executive further agrees that he will not at any time, except in the performance of his duties for the Company, directly or indirectly disclose any trade secret or confidential information that he learns by reason of his association with the Company. The Executive acknowledges that all business records, papers, documents and other matters created, collected or made by him in the performance of his service for the Company shall remain the exclusive property of the Company. The agreements and acknowledgments in this paragraph are in addition to those contained in the Employment Agreement incorporated by reference in Section 6.2.
6.2 The Executive ratifies and confirms the terms and obligations of the Employment Agreement executed between the Company and the Executive on July 13, 1989, containing a covenant not to compete and provisions on nondisclosure of information, new inventions, delivery of documents, and remedies. That Employment Agreement, and any successor agreement to that Agreement, is hereby incorporated by reference into this Agreement.
Non Competition Non Disclosure. The non-competition and non- disclosure provisions in the Employment Agreements between the Companies and each of the Principals, in the form of Exhibit 4.02, are in full force and effect.
Non Competition Non Disclosure. For a period of three (3) years following the Date of Grant, Medley shall not, directly or indirectly, as an employee, employer, contractor, consultant, agent, principal, partner, shareholder, officer or director, or in any other individual or representative capacity:
(a) Engage or participate in any business or activity competitive with the existing or planned business of Company within a fifty (50) mile radius of any location from which the Company conducts its business; or
(b) Undertake planning for or organization of any business activity competitive with the Company's existing or planned business activities or combine or conspire with employees or representatives of the Company's business or others for the purpose of organizing any such competitive business activity.
(c) Disclose, reveal, utilize or make known any confidential or proprietary information concerning the business of the Company to any person, entity or organization not authorized herein, without the prior written consent of the Company, except, as may be specifically requried by a court or regulatory body of competent jurisdiction (and then only after consultation with the Company).
Non Competition Non Disclosure. Executive hereby covenants, agrees and acknowledges as follows:
(a) In partial consideration of the consideration paid under this Employment Agreement, including but limited to, the benefits outlined above, Executive agrees that during the Employment Term and for a period of 12 months thereafter, he shall not, either personally or through an employer, firm, agent, servant, employee, partner, shareholder, representative, affiliate or any other entity:
(i) Deliver products or services or attempt to deliver products or services which are of the same type or nature as those which Executive provided or offered, during his employment under this Employment Agreement, to any customer of the Company, except as specifically provided herein, without prior written consent of the Company. The Company's products and services shall be defined for these purposes to include those products and services offered by the Company during Executive's employment with the Company and for a period of 12 months following the termination of the Executive's employment with the Company.
(ii) Employ or offer to employ any individual employed by the Company within the four (4) months proceeding the termination of Executive's employment or request, advise, or entice any such individual to leave the employment of the Company.
(i) Executive agrees that any information related to the business of the Company, or of any of the Company's clients or customers, which is acquired by Executive during his employment by the Company, shall be regarded as confidential and solely for the proprietary benefit of the Company. Executive shall not, except as is necessary in the ordinary course of conducting business for the Company, use such information for himself or disclose such information to any other person or entity directly or indirectly, either during the Employment Term, or any time thereafter, unless he obtains the prior written approval of the Company.
(ii) Executive shall not remove any records or documents from the premises of the Company or the Company's clients or customers in either original, duplicate, or copied form, except as is necessary in the ordinary course of conducting business for the Company and subject to the approval of the Company's management person with the authority to act upon such matters. Executive shall immediately deliver to the Company, upon termination of his employment with the Company, or at any other time upon the Company's request, any such records or documentation ...
Non Competition Non Disclosure. Each Seller covenants and agrees not to, and Seller Parent covenants and agrees to cause Imo UK, Imo Canada and Imo Germany not to:
(a) For a period of five (5) consecutive years from the Closing Date, directly or indirectly through any affiliate or other entity, as a principal, employee, partner, agent or otherwise, compete, assist in or provide financial resources to any activity which competes with the Business, including the designing, manufacturing, selling and servicing of products that perform critical liquid sensing, measurement and control functions, including level and flow switches, pressure transducers, tank level indication systems and other visual level indicators, as such Business is conducted, or to Seller Parent's knowledge, contemplated to be conducted, on the Closing Date anywhere in North America, any nation that is a member of the European Union, Switzerland, Norway, Japan, China, and Australia. The foregoing shall not restrict any Seller from owning ten (10%) or less of the securities of any competitor of the Business if such securities are listed on any national securities exchange or authorized for quotation on the Automated Quotations System of the National Association of Securities Dealers, Inc., if such Seller has no other connection or relationship, direct or indirect, with the issuer of such securities.
Non Competition Non Disclosure. The Employee hereby reconfirms the validity and continued legal effect of the Non-Competition, Non-Solicitation and Non-Disclosure Agreement (attached hereto as Exhibit A) between the Employee and the Company, and agrees to comply in all respects with that agreement. This provision is not intended to prevent Employee from becoming associated with or working for entities that are not a Competitive Business (as defined in the Non-Competition, Non-Solicitation and Non-Disclosure Agreement). Any court determined breach of that agreement by Employee shall excuse the Company's duty to make the Severance Payments and, in the court's discretion, the Employee may be required to return to the Company all or a portion of the Severance Payments paid to the Employee hereunder. Pending any such court determination of breach, the Company shall not be obligated to make any Severance Payments to the Employee. The foregoing remedies are in addition to any other remedies available to the Company as a result of a breach by the Employee. The parties hereby acknowledge and agree that, for purposes of the Non-Competition, Non-Solicitation and Non-Disclosure Agreement, the term of the prohibitions on non-disclosure of information, non-competition and non-solicitation set forth therein in Sections 5, 6 and 7 thereof shall expire on January 20, 2005.
