Non Competition Non Solicitation and Confidential Information. In consideration of the Payments to be made hereunder:
(a) During the Restriction Period, Executive shall not Compete with the Company, or any of its affiliated companies, regardless of whether Executive is physically located inside or outside the Restricted Area (e.g., Executive cannot be employed by a Competitor whose place of business is outside the Restricted Area but who actually is engaged in a Restricted Business primarily targeted to Persons located inside the Restricted Area); provided Executive is permitted to own up to one percent (1%) of the outstanding capital stock or other equity interests of any publicly-traded Person that is a Competitor.
(b) Unless approved by the President of the Company in advance, during the Restriction Period, Executive shall not, directly or indirectly, solicit the employment of, assist in the soliciting of the employment of, or hire any employee of the Company or any of its affiliated companies, or induce any Person who is an employee, agent or contractor of the Company to terminate such relationship, or to join with the Executive or any other Person for the purpose of leaving the employ or such other relationship with the Company or any of its affiliated companies and undertaking any form of business. The preceding sentence shall not prevent Executive’s employer from hiring any employee of the Company who contacts Executive’s employer of his or her own initiative in response to advertisements or other general solicitations of employment from Executive’s employer.
(c) During the Restriction Period, Executive shall not, directly or indirectly, solicit Customers for any purpose related to the Restricted Business.
(d) The restrictions set forth in Sections 10(b) and 10(c) shall not apply to general advertising or other general solicitations not intended to target employees or Customers of the Company.
(e) 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 or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the pri...
Non Competition Non Solicitation and Confidential Information. For the Term of this Agreement, for the period of time during which the Executive receives benefits pursuant to paragraph 4(a)(iv) hereof, and within any state or similar foreign geographic territory where the Company engages in business, the Executive covenants and agrees as follows:
(a) not to: (i) directly or indirectly act in concert or conspire with any person employed by the Company in order to engage in or prepare to engage in or to have a financial or other interest in any business or any activity which the Executive knows (or reasonably should have known) to be directly competitive with the business of the Company as then being carried on; or (ii) serve as an employee, agent, partner, shareholder, director or consultant for, or in any other capacity participate, engage, or have a financial or other interest in any business or any activity which the Executive knows (or reasonably should have known) to be directly competitive with the business of the Company as then being carried on (provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Executive may own up to two percent (2%) of the outstanding shares of the capital stock of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934).
(b) not to solicit or entice any other employee of the Company or its affiliates to leave the Company or its affiliates to go to work for any other business or organization which is in direct or indirect competition with the Company or any of its affiliates, nor request or advise a customer or client of the Company or its affiliates to curtail or cancel such customer’s business relationship with the Company or its affiliates;
(c) to abide by the contractual terms of the Executive’s Employee Nondisclosure Agreement, which was executed during the Executive’s employment with the Company and remains in full force for ten years following the Date of Termination;
(d) to cooperate with the Company and its attorneys in connection with any and all lawsuits, claims, investigations, or similar proceedings that have been or could be asserted at any time arising out of or related in any way to Executive’s employment by the Company or any of its subsidiaries: and
(e) not to disparage the Company or otherwise make comments harmful to the Company’s reputation. In consideration for the promises made by Executive in this paragraph 9, Company allocates 40% of the total present value (as determined upon Ex...
Non Competition Non Solicitation and Confidential Information. Executive warrants that Executive has, and will continue to comply fully with the requirements of the Change in Control Agreement.
Non Competition Non Solicitation and Confidential Information. (a) For purposes of those certain Non-Competition/Non-Solicitation Agreements, dated as of January 29, 2002, by and between each of the Sellers and Phoenix (each, a "Non-Competition Agreement"), (i) each Seller hereby agrees with Phoenix that all references, if any, made to the "Operating Agreement" in the Noncompetition Agreement to which such Seller is a party shall be deemed to be references to the Current Operating Agreement and (ii) each Seller that is a party to an Amended and Restated Employment Agreement with the Company, dated as of September 30, 2005 (each, an "Amended and Restated Employment Agreement") hereby agrees with Phoenix that (A) all references made in the Non-Competition Agreement to which such Seller is a party to such Seller's "Employment Agreement" shall be deemed to be references to the Amended and Restated Employment Agreement to which such Seller is a party and (B) the definition of the term "Competitive Activity" in the Non-Competition Agreement to which such Seller is a party is hereby amended to have the meaning set forth in such Seller's Amended and Restated Employment Agreement.
(b) Each Seller who is not a party to an Amended and Restated Employment Agreement hereby agrees that, while such Seller is employed by the Company or at any time after termination of his or her employment with the Company, (i) such Seller shall not use Confidential Information (as such term is defined in the Current Operating Agreement), for any purpose whatsoever other than the pursuit of the Company's business (on its behalf while such Seller is employed by the Company) and in the performance of services for the Company, and (ii) such Seller shall not disclose any Confidential Information to any third party without the prior written consent of Phoenix, such consent to be given or withheld by Phoenix in the exercise of Phoenix's absolute discretion, and (iii) such Seller will take all reasonable steps to prevent unauthorized disclosure of Confidential Information to third parties, intentionally or negligently, by such Seller or persons acting pursuant to his or her directions.
Non Competition Non Solicitation and Confidential Information. (a) Non-competition and Non-solicitation. For one year following the termination or cessation of the Executive’s employment for any reason other than a termination by Employer without Cause or a termination by Executive for Good Reason (other than a termination by the Executive pursuant to Section 4(c) (v) (“Change in Control”) in which case this Section 5(a) will apply) (the “Restricted Period”), the Executive will not, directly or indirectly, whether as owner, partner, shareholder (except as a passive investor owning less than 5% of any class of voting securities of any entity), consultant, agency, executive, co-venturer or otherwise, or through any Person compete with the Employer’s Business (as defined below) in any location within a thirty (30) mile radius of an office in which the Employer is conducting business at the time of the termination or cessation. In addition, during the Restricted Period, the Executive will not (i) hire or attempt to hire any officer or employee of the Employer to perform services that compete with the Employer’s Business or encourage any such officer or employee to terminate his or her relationship with the Employer, (ii) solicit or encourage any customer of the Employer to terminate its relationship with the Employer, (iii) conduct with any Person any business or activity which such Person conducts with the Employer, or (iv) establish or assist in the establishment of a business that will engage in any business activity of the Employer’s Business. For purposes of this Agreement, the Employer’s Business shall be defined to include, as undertaken by the Employer as of the termination or cessation of the Executive’s employment, origination of residential mortgage loans, and retail and commercial banking.
Non Competition Non Solicitation and Confidential Information. (i) During the term of this Agreement, Employee shall not directly or indirectly, either as an employee, employer, consultant, agent, principal, owner, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of the Company or the Company’s affiliates. In this regard, Employee acknowledges that, as President and Chief Executive Officer and as an officer of the Company, he serves in a position of trust to the Company and its affiliates and that he owes a fiduciary duty of loyalty to the Company, its shareholders and its affiliates. As a result, Employee agrees that, during the term of his employment with the Company or with any of its affiliates and that for a three-year period thereafter, he will not solicit any employees, agents and brokers, or sales personnel or clients of the Company or its affiliates for the purpose of requesting any such person to list property with a person or entity other than the Company or to join Employee in a business operation or venture competitive to the business of the Company or its affiliates. For the purpose of this Agreement, the affiliates of the Company consist of all entities and corporations which are subsidiaries of the Company. It is acknowledged that this provision operates in addition to and not in conflict with the Restrictive Covenants set out in the Equity Agreements defined in Section 12 below.
(ii) Employee recognizes that information will be disclosed or made known to him as a consequence of or through his employment by the Company pertaining to (1) the Company’s and its affiliates’ sales programs and services, including information relating to market research and development, training, computer programs and systems, computerized information access, accounting, marketing and selling plans and proposals; (2) the Company’s and its affiliates’ financial affairs, their customers, their employees and independent sales personnel and the scope of their work; (3) past, present or future research and studies concerning customers and customer development and business activities; and (4) such other matters relating to the Company and its affiliates as may be in any way helpful to their competitors. All such information is hereafter referred to as “Confidential Information”; provided, however, that Confidential Information does not include any knowledge, procedures or ...
Non Competition Non Solicitation and Confidential Information. During the time the Executive performs services or receives any compensation or benefits pursuant to this Agreement the Executive i) will not participate as an owner (which shall not include ownership of less than 2% of the stock of a publicly-traded company), employee, officer, director, promoter, or consultant in a business competitive with the Company; ii) the Executive will not request, induce or advise any vendors, existing or potential corporate partners or investors, and/or customers of the Company to withdraw, curtail, limit, reduce, or cancel their business or business relationship(s) with the Company; and iii) will not hire any employees, consultants, contractors or representatives of the Company(or those of any of its affiliates), nor induce or attempt to induce, or assist any other person or entity to (including without limitation by providing such person or entity any information regarding the Company’s business or employees) induce or attempt to induce such employees, consultants, contractors or representatives to stop working for, contracting with or representing the Company or any of its affiliates, or to work for, contract with or represent any of the Company's (or its affiliates’) competitors. As a condition of employment, Executive agrees to execute and abide by the Company’s standard employment and benefits forms, including Policy on Protection of Material/Prevention of Xxxxxxx Xxxxxxx, IT Security and Compliance Policy, Code of Business Conduct and Ethics, Anti-Corruption Policy, Policy Against Harassment, Policy on Filing, Receipt, and Treatment of Complaints, Legal Hold Policy, Publication Policy, Corporate Communications Guidelines, and PhRMA Code on Interactions with Healthcare Professionals.
Non Competition Non Solicitation and Confidential Information. Executive warrants that Executive will comply fully with the requirements of the non-competition, non-solicitation, and protection of confidential information provisions set forth as follows:
Non Competition Non Solicitation and Confidential Information
