Non Competition Non Solicitation and Confidentiality. As a condition to the receipt of this Award, you must agree to the Non-Competition, Non-Solicitation and Confidentiality Agreement attached hereto as Exhibit A by executing that Agreement. Failure to execute and return the Non-Competition, Non-Solicitation and Confidentiality Agreement within 120 days of the Grant Date shall constitute your decision to decline to accept this Award.
Non Competition Non Solicitation and Confidentiality. The Company and Executive acknowledge and agree that while Executive is employed pursuant to this Agreement, the Company will give Executive access to Confidential Information of the Company and its Affiliates to which Executive did not have access prior to signing this Agreement and which Executive may need and use during such employment, the receipt of which is hereby acknowledged by Executive; Executive will be provided under this Agreement (i) specialized training on how to perform his duties and (ii) contact with the Company’s and its Affiliates’ customers and potential customers. In consideration of all of the foregoing, the Company and Executive agree as follows:
Non Competition Non Solicitation and Confidentiality. At the inception of this employment relationship, and continuing on an ongoing basis, the Company agrees to give Executive Confidential Information (including, without limitation, Confidential Information, as defined below, of the Company’s affiliates) which Executive has not had access to or knowledge of before the execution of this Agreement. At the time this Agreement is made, the Company agrees to provide Executive with initial and ongoing Specialized Training, which Executive has not had access to or knowledge of before the execution of this Agreement. “Specialized Training” includes the training the Company provides to its employees that is unique to its business and enhances Executive’s ability to perform Executive’s job duties effectively. Specialized Training includes, without limitation, orientation training; sales methods/techniques training; operation methods training; and computer and systems training. In consideration of the foregoing, Executive agrees as follows:
Non Competition Non Solicitation and Confidentiality. Employer and Executive acknowledge and agree that while Executive is employed pursuant to this Agreement, he will be provided access to Confidential Information of Employer and its Affiliates, will be provided with specialized training on how to perform his duties, and will be provided contact with Employer’s and Affiliates’ customers and potential customers throughout the world. Executive further recognizes and agrees that (a) Employer and its Affiliates have devoted a considerable amount of time, effort, and expense to develop its Confidential Information, training, and business goodwill, all of which are valuable assets to the Employer; (b) that Executive will have broad responsibilities regarding the management and operation of Employer’s and Affiliates’ world-wide operations, as well as its marketing and finances, its existing and future business plans, customers and technology; and (c) disclosure or use of Employer’s or Affiliates’ Confidential Information and additional information described herein to which Executive will have access, would cause irreparable harm to the Employer. Therefore, in consideration of all of the foregoing, Employer and Executive agree as follows:
Non Competition Non Solicitation and Confidentiality. As a condition to the receipt of the Option, you must agree to the Non-Competition, Non-Solicitation and Confidentiality Agreement (the "NNCA Agreement") attached hereto as Exhibit A. By clicking the acceptance box for this Agreement, you also agree to the terms and conditions expressed in the NNCA Agreement. Failure to accept the terms of this Agreement and NNCA Agreement within 120 days of the Grant Date shall constitute your decision to decline to accept this Award.
Non Competition Non Solicitation and Confidentiality. (a) In consideration of this Agreement and other good and valuable consideration, Employee agrees that for so long as he is employed by the Company and for twenty-four (24) months thereafter he shall not own manage, operate, control, be employed by or otherwise engage in any competitive business. Employee's agreement pursuant to the preceding sentence shall be in addition to any other agreement or legal obligation he may have with or to the Company. For purposes of the preceding sentence, a "competitive business" is any business engaged in the production, refinement or sale of Bentonite and/or any business conducted by the Company, its affiliates or any subsidiaries thereof as of the date Employee's employment is terminated. A business which is conducted by the Company, its affiliates or any subsidiaries which is subsequently sold by the Company is not a competitive business as of the date such business is sold. An "affiliate" of the Company is any company which either controls, is controlled by or is under common control with the Company. The phrase "any business conducted by the Company, its affiliates or any subsidiaries thereof" includes not only current businesses but also any new products, product lines or use of processes under development, consideration or investigation on the date Employee's employment with the Company is terminated. Employee also agrees that during the twenty-four (24) month period described in the first sentence of this Section 12(a) he will not directly or indirectly, on behalf of himself or any other person or entity, make a solicitation or conduct business, with any customer or potential customer of the Company with which he had contact while employed by the Company, its affiliates and/or any subsidiaries thereof, with respect to any products or services which are competitive with any business conducted by the Company, its affiliates or any subsidiaries thereof. For purposes of the preceding sentence, a "customer" is any person or entity that has purchased goods or services from the Company, its affiliates or any subsidiaries thereof within the twenty-four (24) month period ending on the date Employee's employment is terminated. A "potential customer" is any person or entity that the Company, its affiliates or any subsidiaries solicited for business within twelve (12) months prior to the date Employee's employment with the Company is terminated. The Company and Employee recognize that his responsibilities have included sales ...
Non Competition Non Solicitation and Confidentiality. During Executive’s employment with the Company, the Company shall give Executive access to some or all of its Confidential Information, as defined below, that Executive has not had access to or knowledge of before the execution of this Agreement.
Non Competition Non Solicitation and Confidentiality. Executive hereby acknowledges and agrees that during Executive’s employment with the Company, Executive has had and shall continue to have access to some or all of the Company’s Confidential Information, as defined below.
Non Competition Non Solicitation and Confidentiality. (a) From the Closing Date until the thirty (30)-month anniversary thereof, Seller shall not, and Seller shall not permit, cause or encourage any of its Affiliates to, engage, manage, direct, assist or participate in, directly or indirectly, or otherwise advise, consult with, invest in, lend money to or have any other financial interest in, directly or indirectly, any business or activity in the field of Computer Aided Diagnosis image analysis software for MRI Computer Aided Diagnosis for breast cancer anywhere in the world or for MRI Computer Aided Diagnosis for prostate cancer anywhere in the United States (the “Restricted Business”).
(b) From the Closing Date until the two (2)-year anniversary thereof, Seller shall not, and Seller shall not permit, cause or encourage any other Person to, recruit, solicit, offer employment to, employ or engage as a consultant, any Key Personnel.
(c) From the Closing Date until the two (2)-year anniversary thereof, Buyer shall not, and Buyer shall not permit, cause or encourage any other Person acting on behalf of Buyer, to, recruit, solicit, offer employment to, employ or engage as a consultant, any Person who is an employee of Seller as of the date hereof and listed on Schedule 5.7(c) (“Remaining Employees”); provided, however, that the foregoing shall not prevent Buyer from recruiting, soliciting, offering employment to, employing or engaging any such Remaining Employee (i) whose employment has been terminated by Seller at least twelve (12) months prior to such Person’s employment or engagement by Buyer or (ii) who responds to a general solicitation or advertisement or who initiates an inquiry with Buyer or an Affiliate thereof regarding employment with Buyer or an Affiliate thereof.
(d) Buyer is acquiring from Seller certain Trade Secrets and other confidential and proprietary information relating to, or used in connection with, the Acquired Assets, including confidential information included in the Acquired Intellectual Property and the Acquired Books and Records (collectively, the “Confidential Information”), and that Buyer expects Seller and its Affiliates to protect the confidentiality of the Confidential Information. Accordingly, Seller covenants and agrees that, from and after the date hereof, it shall, and shall cause its Affiliates to, hold the Confidential Information in the strictest confidence and shall not use or disclose to any Person, directly or indirectly, any Confidential Information for any purpose wh...
Non Competition Non Solicitation and Confidentiality. The Company shall provide Executive with its trade secrets, goodwill, and confidential information of Company and contact with the Company’s customers and potential customers. Executive also recognizes and agrees that the benefit of not being employed at-will, is provided in consideration for, among other things, the agreements contained in this Section, as well as the Stock Awards granted to Executive pursuant to this Agreement. Executive agrees that the business of the Company is highly competitive and that the trade secrets, goodwill, and confidential information of the Company is of primary importance to the success of the Company. In consideration of all of the foregoing, and in recognition of these conditions, and specifically for being provided trade secrets, goodwill, and confidential information, Executive agrees as follows:
