Common use of Non-Competition, Non-Solicitation and Non-Disclosure Clause in Contracts

Non-Competition, Non-Solicitation and Non-Disclosure. (a) Employee hereby acknowledges and agrees that, in the course of his employment with the Bank, he (i) will have access to valuable confidential business or professional information of Bank, (ii) will be put in a position whereby he will develop substantial relationships with prospective and existing customers of the Bank, and (iii) will be put in a position where he will develop substantial goodwill for the Bank within the territory set out below, and Employee hereby acknowledges that the covenants contained herein are reasonable and necessary to protect the Bank’s valuable and legitimate business interests. Therefore, to induce the Bank and the Company to enter into this Agreement, Employee agrees that, during the term of this Agreement and, following any termination of Employee, for the Remaining Term, Employee will not, within Orange, Osceola, or Seminole Counties, Florida, or any other county wherein the Employee has contact with customers of, or otherwise conducts the business of, the Bank (including any entities to which the Bank is or may become a successor by merger or otherwise) at the date his employment is terminated, as principal, agent, trustee or through the agency or on behalf of any corporation, partnership, association, trust or agent or agency: (i) provide services similar to or the same as the services that Employee provided for the Bank for his own benefit of for the benefit of any person or entity engaged in the business of banking, fiduciary services, securities brokerage, investment management or services, lending or deposit taking; (ii) control or own beneficially (directly or indirectly) 1% or more of the outstanding capital stock or other ownership interest (in such capacity, a “Principal Stockholder”) of any corporation or person engaged in or controlling any such business other than the Company or Bank; or (iii) serve as an officer, director, trustee, agent or employee of any corporation, or as a member, employee or agent of any partnership, or as an owner, trustee, employee or agent of any other business or entity, which directly or indirectly conducts such business within Orange, Osceola, or Seminole Counties, Florida, or any other county wherein the Employee has contact with customers of, or otherwise conducts the business of, the Bank at the date his employment is terminated. Employee further agrees that, following any termination of Employee, for the Remaining Term, he will not solicit any employee to leave their employment with the Company, the Bank or any of their respective affiliates for any reason, or otherwise interfere with any employment relationship of the Company, the Bank or their respective affiliates if Employee serves as an officer, director, trustee, managing agent or as a Principal Stockholder of any person or entity that hires or seeks or negotiates the employment or hiring of any such employee. Employee further agrees that, following any termination of Employee, for the Remaining Term, Employee will not, directly or indirectly, on behalf of himself or of any other person or entity, solicit or attempt to solicit, for the purpose of providing any business activities or products similar to those conducted or offered by the Bank, any customer of the Bank whom Employee actively solicited or with whom Employee worked, or otherwise had material contact, in the course of Employee’s service as a an employee of Century National. In the event that the provisions of this Section 6(a) should be deemed to be invalid or unenforceable by a court of competent jurisdiction because the duration, territory, or definition(s) of activities or information covered by one or more of such provisions is unreasonable, overbroad, overlong or otherwise not reasonably tailored to protect the legitimate business interests of the Bank under applicable law, then such provisions shall be deemed to have been modified automatically to the maximum scope of business activities, time or geographic limitations permitted by law, such that the intent of the parties in entering this Agreement will not be impaired and the provision in question will be enforceable to the fullest extent of the applicable laws. The provisions of this Agreement are severable. If any provision of this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall be carried out and enforced only to the extent to which it shall be valid and enforceable, and any such invalidity and unenforceability shall not affect any other provisions of this Agreement, all of which shall be fully carried out and enforced as if such invalid or unenforceable provision had not been set forth herein. (b) Employee recognizes and acknowledges that he will have access to certain confidential information of the Company, the Bank and their respective and affiliates, including, without limitation, customer lists, customer information, credit information, business plans, strategy, budgets, organization, pricing, mxxx-ups, commissions, and other information, and that all such information constitutes valuable, special and unique property of the Company, Bank and their respective affiliates. Such information is herein referred to as “Trade Secrets.” Employee will not disclose or directly or indirectly utilize, in any manner, any such Trade Secrets for his own benefit or for the benefit of anyone other than the Company, Bank and their respective affiliates during the term of this Agreement, and, following the termination of Employee, for the Remaining Term. In the event of a breach or threatened breach by Employee of the provisions of this Section 6(b), the Company, the Bank and their respective affiliates shall be entitled to an injunction or temporary restraining order restraining Employee and any others from disclosing or utilizing, in whole or in part, such Trade Secrets. Nothing herein shall be construed as prohibiting or limiting (i) the Company, Bank or their respective affiliates from exercising any other available rights or remedies for such breach or threatened breach, including, without limitation, the recovery of damages from Employee or others, or (ii) the rights and protections otherwise available to the Company, the Bank and their respective affiliates under any federal, state or other statutes and regulations relating to the protection of trade secrets and similar information.

Appears in 1 contract

Samples: Employment Agreement (Seacoast Banking Corp of Florida)

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Non-Competition, Non-Solicitation and Non-Disclosure. (a) Employee hereby acknowledges and agrees that, in the course of his employment with the Bank, he (i) will have access to valuable confidential business or professional information of Bank, (ii) will be put in a position whereby he will develop substantial relationships with prospective and existing customers of the Bank, and (iii) will be put in a position where he will develop substantial goodwill for the Bank within the territory set out below, and Employee hereby acknowledges that the covenants contained herein are reasonable and necessary to protect the Bank’s valuable and legitimate business interests. Therefore, to induce the Bank and the Company to enter into this Agreement, Employee agrees that, during the term of this Agreement and, following any and for a period of two (2) years after the termination of Employee, for the Remaining Termemployment or service of Employee hereunder, Employee will not, within Orange, Osceola, or Seminole Counties, Florida, or any other county wherein the Employee has contact with customers of, or otherwise conducts the business of, the Bank (including any entities to which the Bank is or may become a successor by merger or otherwise) at the date his employment is terminated, as principal, agent, trustee or through the agency or on behalf of any corporation, partnership, association, trust or agent or agency: (i) provide services similar to or the same as the services that Employee provided for the Bank for his own benefit of for the benefit of any person or entity engaged in the business of banking, fiduciary services, securities brokerage, investment management or services, lending or deposit taking; (ii) control or own beneficially (directly or indirectly) 1% or more of the outstanding capital stock or other ownership interest (in such capacity, a “Principal Stockholder”) of any corporation or person engaged in or controlling any such business other than the Company or Bank; or (iii) serve as an officer, director, trustee, agent or employee of any corporation, or as a member, employee or agent of any partnership, or as an owner, trustee, employee or agent of any other business or entity, which directly or indirectly conducts such business within Orange, Osceola, or Seminole Counties, Florida, or any other county wherein the Employee has contact with customers of, or otherwise conducts the business of, the Bank at the date his employment is terminated. Employee further agrees that, following any for a period of two (2) years after the termination of Employee, for the Remaining Termemployment or service of Employee hereunder, he will not solicit any employee to leave their employment with the Company, the Bank or any of their respective affiliates for any reason, or otherwise interfere with any employment relationship of the Company, the Bank or their respective affiliates if Employee serves as an officer, director, trustee, managing agent or as a Principal Stockholder of any person or entity that hires or seeks or negotiates the employment or hiring of any such employee. Employee further agrees that, following any for a period of two (2) years after the termination of Employee, for the Remaining Termemployment or service of Employee hereunder, Employee will not, directly or indirectly, on behalf of himself or of any other person or entity, solicit or attempt to solicit, for the purpose of providing any business activities or products similar to those conducted or offered by the Bank, any customer of the Bank whom Employee actively solicited or with whom Employee worked, or otherwise had material contact, in the course of Employee’s service as a an employee of Century National. In the event that the provisions of this Section 6(a) should be deemed to be invalid or unenforceable by a court of competent jurisdiction because the duration, territory, or definition(s) of activities or information covered by one or more of such provisions is unreasonable, overbroad, overlong or otherwise not reasonably tailored to protect the legitimate business interests of the Bank under applicable law, then such provisions shall be deemed to have been modified automatically to the maximum scope of business activities, time or geographic limitations permitted by law, such that the intent of the parties in entering this Agreement will not be impaired and the provision in question will be enforceable to the fullest extent of the applicable laws. The provisions of this Agreement are severable. If any provision of this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall be carried out and enforced only to the extent to which it shall be valid and enforceable, and any such invalidity and unenforceability shall not affect any other provisions of this Agreement, all of which shall be fully carried out and enforced as if such invalid or unenforceable provision had not been set forth herein. (b) Employee recognizes and acknowledges that he will have access to certain confidential information of the Company, the Bank and their respective and affiliates, including, without limitation, customer lists, customer information, credit information, business plans, strategy, budgets, organization, pricing, mxxx-ups, commissions, and other information, and that all such information constitutes valuable, special and unique property of the Company, Bank and their respective affiliates. Such information is herein referred to as “Trade Secrets.” Employee will not disclose or directly or indirectly utilize, in any manner, any such Trade Secrets for his own benefit or for the benefit of anyone other than the Company, Bank and their respective affiliates during the term of this Agreement, and, following Agreement and for a period of two (2) years after the termination of Employee, for the Remaining Termemployment or service of Employee under this Agreement. In the event of a breach or threatened breach by Employee of the provisions of this Section 6(b), the Company, the Bank and their respective affiliates shall be entitled to an injunction or temporary restraining order restraining Employee and any others from disclosing or utilizing, in whole or in part, such Trade Secrets. Nothing herein shall be construed as prohibiting or limiting (i) the Company, Bank or their respective affiliates from exercising any other available rights or remedies for such breach or threatened breach, including, without limitation, the recovery of damages from Employee or others, or (ii) the rights and protections otherwise available to the Company, the Bank and their respective affiliates under any federal, state or other statutes and regulations relating to the protection of trade secrets and similar information.

Appears in 1 contract

Samples: Employment Agreement (Seacoast Banking Corp of Florida)

Non-Competition, Non-Solicitation and Non-Disclosure. (a) Employee hereby acknowledges and agrees that, in the course of his employment with the Bank, he (i) has and will have access to valuable confidential business or professional information of Bank, (ii) will be put in a position whereby he will has and is expected to develop substantial relationships with prospective and existing customers of the Bank, and (iii) will be put in a position where he will has and is expected to develop substantial goodwill for the Bank within the territory set out below, and Employee hereby acknowledges that the covenants contained herein are reasonable and necessary to protect the Bank’s valuable and legitimate business interests. Therefore, to induce the Bank and the Company to enter into this Agreement, Employee agrees that, during the term of this Agreement and, and for two (2) years following any the termination of Employee, his employment for the Remaining Termany reason, Employee will not, within OrangeOkeechobee, OsceolaHighlands, Glades, Hardee, Hendry, St. Lucie or Seminole De Xxxx Counties, Florida, or any other county wherein the Employee has contact with customers of, or otherwise conducts the business of, the Bank (including any entities to which the Bank is or may become a successor by merger or otherwise) at the date his employment is terminated, whether individually, as principal, agent, consultant, trustee or through the agency or on behalf of any other person, any corporation, partnership, association, trust or agent or agency: (i) provide services similar to or the same as the services that Employee provided for the Bank for his own benefit of for the benefit of any person or entity engaged in the business of banking, fiduciary services, securities brokerage, investment management or services, lending or deposit taking (individually and collectively, the “Business”); (ii) control or own beneficially (directly or indirectly) 1% or more of the outstanding capital stock or other ownership interest (in such capacity, a “Principal Stockholder”) of any corporation or person engaged in or controlling any such Business other than the Company or Bank; or (iii) serve as an officer, director, trustee, agent, consultant or employee of any corporation, or as a member, employee, consultant or agent of any partnership, or as an owner, trustee, employee or agent of any other business or entity, which directly or indirectly conducts such Business within Okeechobee, Highlands, Glades, Hardee, Hendry, St. Lucie or De Xxxx Counties, Florida, or any other county wherein the Employee has contact with customers of, or otherwise conducts the business of, the Bank at the date his employment is terminated. Employee further agrees that during his employment hereunder and for two (2) years following the termination of Employee’s employment for any reason, he will not solicit any employee to leave their employment with the Company, the Bank or any of their respective affiliates for any reason, or otherwise interfere with any employment relationship of the Company, the Bank or their respective affiliates if Employee serves as an officer, director, trustee, executive, consultant, managing agent or as a Principal Stockholder of any person or entity that hires or seeks or negotiates the employment or hiring of any such employee. Employee further agrees that, during his employment hereunder and for two (2) years following the termination of Employee’s employment for any reason, Employee will not, directly or indirectly, on behalf of himself or of any other person or entity, solicit or attempt to solicit, for the purpose of providing any business activities or products similar to those conducted or offered by the Bank or its affiliates, any customer of the Bank or its affiliates whom Employee actively solicited or with whom Employee worked, or otherwise had material contact, in the course of Employee’s service as a an employee of Big Lake, or the Company or the Bank or any of their affiliates. (b) In addition to the acknowledgements in Section 6(a) above, Employee acknowledges and agrees that his execution of the covenants in this Section 6 are a prerequisite to the consummation of the Merger and the Bank Merger by the Bank and the Company and that the covenants in this Section 6 are necessary to protect the value and benefit of the goodwill and other assets and benefits purchased by the Bank and the Company through those transactions. Employee also acknowledges and agrees that the purchase of his shares in connection with those transactions is valuable and sufficient consideration for the covenants he is making in this Section 6. Therefore, in addition to, and not in lieu of, the covenants set forth in Section 6(a) above, Employee agrees that, for three (3) years following the Effective Time of the Merger, Employee will not, within Okeechobee, Highlands, Glades, Hardee, Hendry, St. Lucie or De Xxxx Counties, Florida, or any other county wherein Big Lake (including any and all affiliates of Big Lake) conducted business as of the Effective Time, whether individually, as principal, agent, consultant, trustee or through the agency or on behalf of any other person, any corporation, partnership, association, trust or agent or agency: (i) provide services similar to or the same as the services that Employee provided for Big Lake for his own benefit of for the benefit of any person or entity engaged in the business of banking, fiduciary services, securities brokerage, investment management or services, lending or deposit taking; (ii) control or own beneficially (directly or indirectly) 1% or more of the outstanding capital stock or other ownership interest (in such capacity, a “Principal Stockholder”) of any corporation or person engaged in or controlling any such business other than the Company or Bank; or (iii) serve as an officer, director, trustee, agent agent, consultant or employee of any corporation, or as a member, consultatnt, employee or agent of any partnership, or as an owner, trustee, employee or agent of any other business or entity, which directly or indirectly conducts such business within OrangeOkeechobee, OsceolaHighlands, Glades, Hardee, Hendry, St. Lucie or Seminole De Xxxx Counties, Florida, or any other county wherein Big Lake (including any and all affiliates of Big Lake) conducted business as of the Effective Time. (c) Employee has contact with customers of, or otherwise conducts recognizes and acknowledges that he will have access to certain confidential information of the business ofCompany, the Bank at and their respective affiliates, including, without limitation, customer lists, customer information, credit information, business plans, strategy, budgets, organization, pricing, xxxx-ups, commissions, and other information, and that all such information constitutes valuable, special and unique property of the date Company, Bank and their respective affiliates. Such information is herein referred to as “Trade Secrets.” Employee will not directly or indirectly disclose or directly or indirectly utilize, in any manner, any such Trade Secrets for his employment is terminated. Employee further agrees thatown benefit or for the benefit of anyone other than the Company, Bank and their respective affiliates during the term of this Agreement, and, following any termination of Employee, for as long as such information remains a Trade Secret. Nothing herein is intended to limit protections or remedies relating to trade secrets or confidential information under any federal, state or local law. (d) In the Remaining Termevent of a breach or threatened breach by Employee of the provisions of this Section 6, he will not solicit any employee to leave their employment with the Company, the Bank or any of and their respective affiliates shall be entitled to an injunctive relief or temporary restraining order restraining Employee and any others from disclosing or utilizing, in whole or in part, such Trade Secrets or otherwise breaching or threatening to breach any provision in this Section. Nothing herein shall be construed as prohibiting or limiting (i) the Company, Bank or their respective affiliates from exercising any other available rights or remedies for any reasonsuch breach or threatened breach, including, without limitation, the recovery of damages from Employee or others, or (ii) the rights and protections otherwise interfere with any employment relationship of available to the Company, the Bank or and their respective affiliates if Employee serves as an officerunder any federal, director, trustee, managing agent state or as a Principal Stockholder other statutes and regulations relating to the protection of any person or entity that hires or seeks or negotiates the employment or hiring of any such employee. Employee further agrees that, following any termination of Employee, for the Remaining Term, Employee will not, directly or indirectly, on behalf of himself or of any other person or entity, solicit or attempt to solicit, for the purpose of providing any business activities or products trade secrets and similar to those conducted or offered by the Bank, any customer of the Bank whom Employee actively solicited or with whom Employee worked, or otherwise had material contact, in the course of Employee’s service as a an employee of Century National. information. (e) In the event that any of the provisions of this Section 6(a) 6 should be deemed to be invalid or unenforceable by a court of competent jurisdiction because the duration, territory, or definition(s) of activities or information covered by one or more of such provisions is unreasonable, overbroad, overlong or otherwise not reasonably tailored to protect the legitimate business interests of the Bank under applicable law, then such provisions shall be deemed to have been modified automatically to the maximum scope of business activities, time or geographic limitations permitted by law, such that the intent of the parties in entering this Agreement will not be impaired and the provision in question will be enforceable to the fullest extent of the applicable laws. The provisions of this Agreement are severable. If any provision of this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall be carried out and enforced only to the extent to which it shall be valid and enforceable, and any such invalidity and unenforceability shall not affect any other provisions of this Agreement, all of which shall be fully carried out and enforced as if such invalid or unenforceable provision had not been set forth herein. (b) Employee recognizes and acknowledges that he will have access to certain confidential information of the Company, the Bank and their respective and affiliates, including, without limitation, customer lists, customer information, credit information, business plans, strategy, budgets, organization, pricing, mxxx-ups, commissions, and other information, and that all such information constitutes valuable, special and unique property of the Company, Bank and their respective affiliates. Such information is herein referred to as “Trade Secrets.” Employee will not disclose or directly or indirectly utilize, in any manner, any such Trade Secrets for his own benefit or for the benefit of anyone other than the Company, Bank and their respective affiliates during the term of this Agreement, and, following the termination of Employee, for the Remaining Term. In the event of a breach or threatened breach by Employee of the provisions of this Section 6(b), the Company, the Bank and their respective affiliates shall be entitled to an injunction or temporary restraining order restraining Employee and any others from disclosing or utilizing, in whole or in part, such Trade Secrets. Nothing herein shall be construed as prohibiting or limiting (i) the Company, Bank or their respective affiliates from exercising any other available rights or remedies for such breach or threatened breach, including, without limitation, the recovery of damages from Employee or others, or (ii) the rights and protections otherwise available to the Company, the Bank and their respective affiliates under any federal, state or other statutes and regulations relating to the protection of trade secrets and similar information.

Appears in 1 contract

Samples: Employment Agreement (Seacoast Banking Corp of Florida)

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Non-Competition, Non-Solicitation and Non-Disclosure. (a) Employee hereby acknowledges and agrees that, in the course of his employment with the Bank, he (i) will have access to valuable confidential business or professional information of Bank, (ii) will be put in a position whereby he will develop substantial relationships with prospective and existing customers of the Bank, and (iii) will be put in a position where he will develop substantial goodwill for the Bank within the territory set out below, and Employee hereby acknowledges that the covenants contained herein are reasonable and necessary to protect the Bank’s valuable and legitimate business interests. Therefore, to induce the Bank and the Company to enter into this Agreement, Employee agrees that, during the term of this Agreement and, following any termination of Employee, for the Remaining Term, Employee will not, within Orange, Osceola, or Seminole Counties, Florida, or any other county wherein the Employee has contact with customers of, or otherwise conducts the business of, the Bank (including any entities to which the Bank is or may become a successor by merger or otherwise) at the date his employment is terminated, as principal, agent, trustee or through the agency or on behalf of any corporation, partnership, association, trust or agent or agency: (i) provide services similar to or the same as the services that Employee provided for the Bank for his own benefit of for the benefit of any person or entity engaged in the business of banking, fiduciary services, securities brokerage, investment management or services, lending or deposit taking; (ii) control or own beneficially (directly or indirectly) 1% or more of the outstanding capital stock or other ownership interest (in such capacity, a “Principal Stockholder”) of any corporation or person engaged in or controlling any such business other than the Company or Bank; or (iii) serve as an officer, director, trustee, agent or employee of any corporation, or as a member, employee or agent of any partnership, or as an owner, trustee, employee or agent of any other business or entity, which directly or indirectly conducts such business within Orange, Osceola, or Seminole Counties, Florida, or any other county wherein the Employee has contact with customers of, or otherwise conducts the business of, the Bank at the date his employment is terminated. Employee further agrees that, following any termination of Employee, for the Remaining Term, he will not solicit any employee to leave their employment with the Company, the Bank or any of their respective affiliates for any reason, or otherwise interfere with any employment relationship of the Company, the Bank or their respective affiliates if Employee serves as an officer, director, trustee, managing agent or as a Principal Stockholder of any person or entity that hires or seeks or negotiates the employment or hiring of any such employee. Employee further agrees that, following any termination of Employee, for the Remaining Term, Employee will not, directly or indirectly, on behalf of himself or of any other person or entity, solicit or attempt to solicit, for the purpose of providing any business activities or products similar to those conducted or offered by the Bank, any customer of the Bank whom Employee actively solicited or with whom Employee worked, or otherwise had material contact, in the course of Employee’s service as a an employee of Century National. In the event that the provisions of this Section 6(a) should be deemed to be invalid or unenforceable by a court of competent jurisdiction because the duration, territory, or definition(s) of activities or information covered by one or more of such provisions is unreasonable, overbroad, overlong or otherwise not reasonably tailored to protect the legitimate business interests of the Bank under applicable law, then such provisions shall be deemed to have been modified automatically to the maximum scope of business activities, time or geographic limitations permitted by law, such that the intent of the parties in entering this Agreement will not be impaired and the provision in question will be enforceable to the fullest extent of the applicable laws. The provisions of this Agreement are severable. If any provision of this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall be carried out and enforced only to the extent to which it shall be valid and enforceable, and any such invalidity and unenforceability shall not affect any other provisions of this Agreement, all of which shall be fully carried out and enforced as if such invalid or unenforceable provision had not been set forth herein. (b) Employee recognizes and acknowledges that he will have access to certain confidential information of the Company, the Bank and their respective and affiliates, including, without limitation, customer lists, customer information, credit information, business plans, strategy, budgets, organization, pricing, mxxx-ups, commissions, and other information, and that all such information constitutes valuable, special and unique property of the Company, Bank and their respective affiliates. Such information is herein referred to as “Trade Secrets.” Employee will not disclose or directly or indirectly utilize, in any manner, any such Trade Secrets for his own benefit or for the benefit of anyone other than the Company, Bank and their respective affiliates during the term of this Agreement, and, following the any termination of Employee, for the Remaining Term. In the event of a breach or threatened breach by Employee of the provisions of this Section 6(b), the Company, the Bank and their respective affiliates shall be entitled to an injunction or temporary restraining order restraining Employee and any others from disclosing or utilizing, in whole or in part, such Trade Secrets. Nothing herein shall be construed as prohibiting or limiting (i) the Company, Bank or their respective affiliates from exercising any other available rights or remedies for such breach or threatened breach, including, without limitation, the recovery of damages from Employee or others, or (ii) the rights and protections otherwise available to the Company, the Bank and their respective affiliates under any federal, state or other statutes and regulations relating to the protection of trade secrets and similar information.

Appears in 1 contract

Samples: Employment Agreement (Seacoast Banking Corp of Florida)

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