Common use of Non Competition Non Solicitation Confidential Information Clause in Contracts

Non Competition Non Solicitation Confidential Information. In --------------------------------------------------------- consideration of Xxxxxx entering into this Agreement and agreeing to make payments to Executive pursuant hereto, such payments to which Executive is otherwise not entitled to receive, Executive covenants and agrees that from the date of execution of this Agreement and up through the end of the thirty-six (36) month payment term described in Paragraph 1, he shall not directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of one percent (1%) or less in the stock of a publicly traded company): (a) become employed by, participate in, or become connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution which provides banking or other financial services within thirty (30) miles of any office now or in the future maintained by Xxxxxx; or (b) participate in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, parttime, or permanent basis, any individual who was employed by Xxxxxx during the three (3) year period immediately prior to Executive's Retirement Date. Notwithstanding any other provisions of this Agreement to the contrary, the terms of this subparagraph (b) shall not be limited to the thirty-six (36) month restriction set forth above; or (c) assist, advise, or serve in any capacity, representative or otherwise, any third party in any action against Xxxxxx or transaction involving Xxxxxx. Notwithstanding any other provisions of this Agreement to the contrary, the terms of this subparagraph (c) shall not be limited to the thirty-six (36) month restriction set forth above; or (d) divulge, disclose, or communicate to others in any manner whatsoever, any confidential information of Xxxxxx, including, but not limited to, the names and addresses of customers of Xxxxxx, as they may have existed from time to time or of any of Xxxxxx' prospective customers, work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed by or for Hams, information relating to audits, strategic planning, acquisition strategies, employment information, and all other similar information. The restrictions contained in this subparagraph (d) apply to all information regarding Xxxxxx, regardless of the source who provided or compiled such information. Notwithstanding any other provisions of this Agreement to the contrary, the terms of this subparagraph (d) shall not be limited to the thirty-six (36) month restriction set forth above and all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Executive understands and agrees that Xxxxxx will suffer irreparable harm in the event that Executive breaches any of Executive's obligations under this Paragraph 9, and that Executive's forfeiture of remaining payments under this Agreement will be inadequate to compensate Xxxxxx for such breach. Accordingly, Executive agrees that, in the event of a breach or threatened breach by Executive of this Paragraph 9, Xxxxxx, in addition to and not in limitation of any other rights, remedies or damages available to Xxxxxx at law or in equity, shall be entitled to a temporary restraining order, preliminary injunction and permanent injunction in order to prevent or to restrain any such breach by Executive, or by any representatives and any and all persons directly or indirectly acting for, on behalf of or with Executive.

Non Competition Non Solicitation Confidential Information. In --------------------------------------------------------- consideration The Executive hereby agrees that for a period of Xxxxxx entering into this Agreement and agreeing to make payments to Executive pursuant heretotwo (2) years after the date hereof, such payments to which Executive is otherwise not entitled to receivewill not, Executive covenants and agrees that from the date of execution of this Agreement and up through the end of the thirty-six (36) month payment term described in Paragraph 1singly, he shall not directly jointly, or indirectly, either as an individual employee, agent or partner of any partnership or as a proprietoran officer, stockholderagent, partner, officeremployee, director, employee, agent, consultant or independent contractor stockholder (except of any individual, partnership, corporation or other entity (excluding an ownership interest of not more than one percent (1%) of the outstanding stock of any company listed on a national securities exchange or less actively traded in the stock of a publicly traded company): (aover-the-counter market) become employed by, participate inor investor in any other corporation or entity, or become connected as a consultant, advisor, or independent contractor to any such partnership, corporation or entity, or in any manner with other capacity, directly, indirectly or beneficially: (i) own, manage, operate, join, control, or participate in the ownership, management, operation operation, or control of, or work for (as an employee, agent, consultant, advisor or independent contractor), or permit the use of any bankhis name by, savings and loan or provide financial or other similar financial institution assistance to, any person, partnership, corporation, or entity which provides banking is in direct or indirect competition anywhere in the New England states and the States of New York and New Jersey (the "Protected Territory") with the business as conducted by Company on the date hereof; (ii) induce or attempt to induce any person who, on the date hereof or at any time during the period covered by this restrictive covenant is an employee of the Company, to terminate his or her employment with the Company; provided, however, that nothing herein shall prohibit the Executive from general advertising for personnel not specifically targeting any Executive or other financial services within thirty personnel of the Company; or (30iii) miles induce or attempt to induce any person, business, or entity which is a supplier, distributor, or customer of the Company or which otherwise is a contracting party with the Company, as of the date hereof or at any office now time during the period covered by this restrictive covenant, to terminate or in the future maintained by Xxxxxx; or (b) participate modify in any way materially adverse to the interests of the Company, any written or oral agreement or understanding with the Company. The Executive and the Company agree that the covenants set forth in hiring this Section 7 have been negotiated with advice of counsel in the course of the Executive's employment with the Company, and therefore the Company and the Executive agree that these covenants should and shall be enforced to the fullest extent permitted by law. Accordingly, if in any judicial or otherwise engagingsimilar proceeding a court or any similar judicial body shall determine that such covenant is unenforceable because it covers too extensive a geographical area or survives too long a period of time, or assisting for any other person reason, then the parties intend that such covenant shall be deemed to cover only such maximum geographical area and maximum period of time and shall otherwise be deemed to be limited in such manner as will permit enforceability by such court or similar body. Under no circumstances and at no time, during or after the period specified in this Section 7, shall Executive, in any manner, whether directly or indirectly, use for his own benefit or the benefit of any other person, entity in hiring or otherwise engagingcorporation, on a temporarynor disclose, parttimedivulge, render or permanent basisoffer, any individual who was employed knowledge or information with respect to the confidential affairs or plans, trade secrets or know-how of the Company ("Confidential Information"). The Executive acknowledges and agrees that any and all such Confidential Information will be held by Xxxxxx during him in a confidential capacity, and that disclosure of such Confidential Information would pose a direct threat to the three (3) year period immediately prior Company in the hands of its competitors. For purposes of this Section 7, the term "Confidential Information" shall not include any information which is generally available to the public other than as a result of a disclosure by Executive's Retirement Date. Notwithstanding any other provisions Promptly upon the termination of this Agreement for any reason, the Executive agrees to return to the contraryCompany any and all documents, the terms of this subparagraph memoranda, drawings, notes and other papers and items (b) shall not be limited to the thirty-six (36) month restriction set forth above; or (c) assistincluding all copies thereof, advise, or serve in any capacity, representative whether electronic or otherwise, any third party in any action against Xxxxxx or transaction involving Xxxxxx. Notwithstanding any other provisions of this Agreement to the contrary, the terms of this subparagraph (c) shall not be limited to the thirty-six (36) month restriction set forth above; or (d) divulge, disclose, or communicate to others in any manner whatsoever, embodying any confidential information of Xxxxxx, including, but not limited to, the names and addresses Company which are in the possession or control of customers of Xxxxxx, as they may have existed from time to time or of any of Xxxxxx' prospective customers, work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed by or for Hams, information relating to audits, strategic planning, acquisition strategies, employment information, and all other similar informationthe Executive. The restrictions contained in this subparagraph (d) apply to all information regarding Xxxxxx, regardless of the source who provided or compiled such information. Notwithstanding any other provisions of this Agreement to Section 7 shall survive the contrary, the terms termination of this subparagraph (d) shall not be limited to the thirty-six (36) month restriction set forth above and all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Executive understands and agrees that Xxxxxx will suffer irreparable harm in the event that Executive breaches any of Executive's obligations under this Paragraph 9, and that Executive's forfeiture of remaining payments under this Agreement will be inadequate to compensate Xxxxxx for such breach. Accordingly, Executive agrees that, in the event of a breach or threatened breach by Executive of this Paragraph 9, Xxxxxx, in addition to and not in limitation of any other rights, remedies or damages available to Xxxxxx at law or in equity, shall be entitled to a temporary restraining order, preliminary injunction and permanent injunction in order to prevent or to restrain any such breach by Executive, or by any representatives and any and all persons directly or indirectly acting for, on behalf of or with ExecutiveAgreement.

Non Competition Non Solicitation Confidential Information. In --------------------------------------------------------- consideration of Xxxxxx entering into this Agreement and agreeing to make payments to Executive pursuant hereto, such payments to which Executive is otherwise not entitled to receive, Executive covenants and agrees that from the date of execution of this Agreement and up through the end of the thirty-six (36) month payment term described in Paragraph 12, he shall not directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of one percent (1%) or less in the stock of a publicly traded company): (a) become employed by, participate in, or become connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution which provides banking or other financial services within thirty (30) miles of any office now or in the future maintained by Xxxxxx; or (b) participate in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, parttimepart-time, or permanent basis, any individual who was employed by Xxxxxx during the three (3) year period immediately prior to Executive's Retirement Date. Notwithstanding any other provisions of this Agreement to the contrary, the terms of this subparagraph (b) shall not be limited to the thirty-six (36) month restriction set forth above; or (c) assist, advise, or serve in any capacity, representative or otherwise, any third party in any action against Xxxxxx or transaction involving Xxxxxx. Notwithstanding any other provisions of this Agreement to the contrary, the terms of this subparagraph (c) shall not be limited to the thirty-six (36) month restriction set forth above; or (d) divulge, disclose, or communicate to others in any manner whatsoever, any confidential information of Xxxxxx, including, but not limited to, the names and addresses of customers of Xxxxxx, as they may have existed from time to time or of any of Xxxxxx' prospective customers, work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed by or for HamsXxxxxx, information relating to audits, strategic planning, acquisition strategies, employment information, and all other similar information. The restrictions contained in this subparagraph (d) apply to all information regarding Xxxxxx, regardless of the source who provided or compiled such information. Notwithstanding any other provisions of this Agreement to the contrary, the terms of this subparagraph (d) shall not be limited to the thirty-six (36) month restriction set forth above and all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Executive understands and agrees that Xxxxxx will suffer irreparable harm in the event that Executive breaches any of Executive's obligations under this Paragraph 911, and that Executive's forfeiture of remaining payments under this Agreement will be inadequate to compensate Xxxxxx for such breach. Accordingly, Executive agrees that, in the event of a breach or threatened breach by Executive of this Paragraph 911, Xxxxxx, in addition to and not in limitation of any other rights, remedies or damages available to Xxxxxx at law or in equity, shall be entitled to a temporary restraining order, preliminary injunction and permanent injunction in order to prevent or to restrain any such breach by Executive, or by any representatives and any and all persons directly or indirectly acting for, on behalf of or with Executive.

Non Competition Non Solicitation Confidential Information. In --------------------------------------------------------- consideration of Xxxxxx entering into this Agreement and agreeing to make payments to Executive pursuant hereto, such payments to which Executive is otherwise not entitled to receive, Executive covenants and agrees that from the date of execution of this Agreement and up through the end of the thirty-six (36) month payment term described in Paragraph 1, he shall not directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of one percent (1%) or less in the stock of a publicly traded company): (a) become employed by, participate in, or become connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution which provides banking or other financial services within thirty (30) miles of any office now or in the future maintained by Xxxxxx; or (b) participate in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, parttimepart-time, or permanent basis, any individual who was employed by Xxxxxx during the three (3) year period immediately prior to Executive's Retirement Date. Notwithstanding any other provisions of this Agreement to the contrary, the terms of this subparagraph (b) shall not be limited to the thirty-six (36) month restriction set forth above; or (c) assist, advise, or serve in any capacity, representative or otherwise, any third party in any action against Xxxxxx or transaction involving Xxxxxx. Notwithstanding any other provisions of this Agreement to the contrary, the terms of this subparagraph (c) shall not be limited to the thirty-six (36) month restriction set forth above; or (d) divulge, disclose, or communicate to others in any manner whatsoever, any confidential information of Xxxxxx, including, but not limited to, the names and addresses of customers of Xxxxxx, as they may have existed from time to time or of any of Xxxxxx' prospective customers, work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed by or for HamsXxxxxx, information relating to audits, strategic planning, acquisition strategies, employment information, and all other similar information. The restrictions contained in this subparagraph (d) apply to all information regarding Xxxxxx, regardless of the source who provided or compiled such information. Notwithstanding any other provisions of this Agreement to the contrary, the terms of this subparagraph (d) shall not be limited to the thirty-six (36) month restriction set forth above and all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Executive understands and agrees that Xxxxxx will suffer irreparable harm in the event that Executive breaches any of Executive's obligations under this Paragraph 910, and that Executive's forfeiture of remaining payments under this Agreement will be inadequate to compensate Xxxxxx for such breach. Accordingly, Executive agrees that, in the event of a breach or threatened breach by Executive of this Paragraph 910, Xxxxxx, in addition to and not in limitation of any other rights, remedies or damages available to Xxxxxx at law or in equity, shall be entitled to a temporary restraining order, preliminary injunction and permanent injunction in order to prevent or to restrain any such breach by Executive, or by any representatives and any and all persons directly or indirectly acting for, on behalf of or with Executive.