Non-Competition; Trade Secrets. During the Employment Period and for a period of two years after the termination of the Employment Period, the Executive will not, directly or indirectly:
Non-Competition; Trade Secrets a) During the Term as long as this Agreement is in effect and for a period of two (2) years thereafter, the Consultant shall not directly or indirectly induce or attempt to influence any employee of the Company to terminate his employment with the Company or solicit or divert any business or customer or supplier from the Company.
b) During the Term and at all times thereafter, the Consultant shall not use for its benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than the Company, any material referred to in Paragraph 7 above or any information regarding the business methods, business policies, procedures, techniques, trade secrets, or other knowledge or processes of or developed by the Company or any names and addresses of the Company's customers or clients or any data on or relating to past, present or prospective customers or clients of the Company or any other confidential information relating to or dealing with the business operations or activities of the Company, made known to the Consultant or learned or acquired by the Consultant while retained by the Company, provided that this provision shall not be construed to restrict the use or disclosure of any information which (i) is generally publicly known at the time of its disclosure to, or use by, the Consultant or (ii) is lawfully received by the Consultant from a third party not bound in a confidential relationship to the Company or any subsidiary or affiliate thereof.
c) Any and all writings, inventions, improvements, processes, procedures and/or techniques which the Consultant may make, conceive, discover or develop, either solely or jointly with any person or persons, at any time during the Term, whether during working hours or at any other time and whether at the request or upon the suggestion of the Company or otherwise, which relate to or are useful in connection with any business now or hereafter carried on including developments or expansions of its present fields of Operations, and are directly and specifically related to Consultant's duties arising under this Agreement, and that are reasonably related to a legitimate business interest of the Company, shall be the sole and exclusive property of the Company. The Consultant shall promptly make full disclosure to the Company of all such writings, inventions, improvements, processes, procedures and techniques and otherwise aid and assist the Company so tha...
Non-Competition; Trade Secrets. During the Employment Period and for a period of one year after the termination of the Employment Period, the Executive will not, directly or indirectly: a) Disclosure of Information. Use, attempt to use, disclose or otherwise make known to any person or entity (other than to the Board of Directors of the Company or otherwise in the course of the business of the Company, its subsidiaries or affiliates and except as may be required by applicable law): i. any knowledge or information, including, without limitation, lists of customers or suppliers, trade secrets, know-how, inventions, discoveries, processes and formulae, as well as all data and records pertaining thereto, which he may acquire in the course of his employment, in any manner which may be detrimental to or cause injury or loss to the Company, its subsidiaries or affiliates; or ii. any knowledge or information of a confidential nature (including all unpublished matters) relating to, without limitation, the business, properties, accounting, books and records, trade secrets or memoranda of the Company, its subsidiaries or affiliates, which he now knows or may come to know in any manner which may be detrimental to or cause injury or loss to the Company, its subsidiaries or affiliates; b)
Non-Competition; Trade Secrets. Seller and the Shareholder jointly and severally agree as follows effective on and after the Closing Date:
(a) All confidential research, advertising, sales, manufacturers and other materials or articles or information, including, without limitation, data processing reports, customer sales analyses, invoices, price lists or information, samples, or any other materials or data of any kind furnished to Seller or the Shareholder by Purchaser or Inmark or any of their Affiliates are and shall remain the sole and confidential property of Purchaser, Inmark and their Affiliates; provided, however, that the foregoing shall not apply to (a) any material in the public domain other than by reason of a breach of this Section 7.7, or (b) any material required to be disclosed by law or judicial process. If Purchaser or Inmark or any of their Affiliates requests the return of such materials at any time, Seller and the Shareholder shall promptly deliver the same to Purchaser or Inmark or their Affiliate, as the case may be.
(b) For a period of five years after the Closing Date, neither Seller nor the Shareholder shall, directly or indirectly, through its respective agents, employees or otherwise, or as a principal, partner, stockholder, agent, director, officer, employee, consultant or in any other capacity, shall engage in (as a principal, partner, stockholder, agent, director, officer, employee, consultant or otherwise) or be financially interested in any business activities which are the same as, similar to or in competition with, the business activities carried on by Purchaser or Inmark, or any of their Subsidiaries, or being definitely planned by Purchaser or Inmark, or any of their Subsidiaries, but in each case only to the extent that such business activities are similar to, or competitive with, the Business, or at any time during such period induce or attempt to influence any employee of Purchaser or Inmark, or any of their Affiliates, to terminate his employment with Purchaser or Inmark, or any of their Affiliates.
(c) Neither Seller nor the Shareholder shall use for its or his personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any Person other than Purchaser, Inmark or their Affiliates, any material referred to in Section 7.6(a) or any confidential information regarding the business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or other confident...
Non-Competition; Trade Secrets. During the Employment Period and (but in the case of (b), only if requested by the Company) for a period of one year after the termination of the Employment Period, the Executive will not, directly or indirectly, engage in any of the following on his own behalf or on behalf of any other person or entity:
Non-Competition; Trade Secrets. 3.1 Section 7.b (iv) of the Employment Agreement is hereby amended to read as follows: “If the Company decides to exercise its right pursuant to this paragraph 7(b) to require the Executive to extend his non-competition obligation beyond termination of his work relationship with the Company, the Company agrees to pay the Executive, in consideration thereof and contingent on his adherence to the terms of such obligations set forth herein, an amount equal to 80% of the sum of: (i) his annual base salary, (ii) his average annual bonus, including his Net Special Bonus, for the past three years of employment (or if less than three years, such lesser number of years) for each year of such non-competition obligation (as adjusted for any period less than one year) payable in equal monthly installments during such term of non-competition".
3.2 Section 7.e of the Employment Agreement is amended to read as follows: “
Non-Competition; Trade Secrets. Seller and the Shareholders agree as follows effective on and after the Closing Date:
(a) All research, advertising, sales, manufacturers and other materials or articles or information, including, without limitation, data processing reports, customer sales analyses, invoices, price lists or information, samples, or any other materials or data of any kind furnished to Seller or any Shareholder by Purchaser or Inmark or any of their Affiliates are and shall remain the sole and confidential property of Purchaser, Inmark and their Affiliates; provided, however, that the foregoing shall not apply to any material in the public domain other than by reason of a breach of this Section 10.6. If Purchaser or Inmark or any of their Affiliates requests the return of such materials at any time, Seller and the Shareholders shall immediately deliver the same to Purchaser or Inmark or their Affiliate, as the case may be.
(b) For a period of five years after the Closing Date, neither Seller nor any Shareholder shall, directly or indirectly, through its respective agents, employees or otherwise, or as a principal, partner, stockholder, agent, director, officer, employee, consultant or in any other capacity, shall engage in (as a principal, partner, stockholder, agent, director, officer, employee, consultant or otherwise) or be financially interested in any business activities which are the same as, similar to or in competition with, the business activities carried on by Purchaser or Inmark, or any of their Affiliates, or being definitely planned by Purchaser or Inmark, or any of their Affiliates, or at any time during such period induce or attempt to influence any employee of Purchaser or Inmark, or any of their Affiliates, to terminate his employment with Purchaser or Inmark, or any of their Affiliates.
(c) Neither Seller nor any Shareholder shall use for its or his personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any Person other than Purchaser, Inmark or their Affiliates, any material referred to in Section 10.6(a) or any information regarding the business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes of or developed by Purchaser, Inmark or any of their Affiliates, or any names and addresses of customers or clients or any data on or relating to past, present or prospective customers or clients or any other confidential inf...
Non-Competition; Trade Secrets. (a) During the term of this Agreement and for a period of [ one ] year thereafter, the Executive shall not, without the Company's prior written consent, directly or indirectly engage or be interested in any business which is then competitive to the business of the Company or the business of any of its subsidiaries or the licensed business of any of its licensees in the United States or Canada. For the purpose of this paragraph, the Executive will be considered to have been directly or indirectly engaged or interested in a business if the Executive is engaged or interested in such business as a stockholder, director, officer, employee, agent, broker, partner, individual proprietor, lender, consultant, licensor, independent contractor or otherwise, except that nothing herein will prevent the Executive from owning or participating as a member of a group which owns less than a 5% block of equity or debt securities of any company traded on a national securities exchange or in any established over-the-counter securities market. For the purpose of this paragraph, the term "any business then competitive" to the business of the Company, its subsidiaries or licensees shall be deemed to include, without limitation, any business which involves any aspect of the development, manufacture, sale, promotion or distribution of (i) wood treating chemicals or similar products of any kind and (ii) any chemicals developed, manufactured, sold, promoted or distributed by the Company or any of its subsidiaries during the term of this Agreement.
(b) During the term of this Agreement and thereafter without limitation of time, the Executive shall not knowingly divulge, furnish, or make available to any third person, company, corporation or other organization (including but not limited to customers, competitors or government officials), without the Company's prior written consent, any trade secrets or other confidential information concerning the Company or any of its subsidiaries or licensees or the business of any of the foregoing, including without limitation, confidential methods of operation and organization and confidential sources of supply and customer lists, but the Executive may respond to proper subpoenas issued by governmental agencies without the Company's prior written consent but with prior written notice to the Company. For purposes of this subparagraph (b), information shall not be deemed confidential if it (i) is within the public domain or (ii) becomes publicly know...
Non-Competition; Trade Secrets. (a) Except as set forth below, for a period of three (3) years following termination of the Employee's employment with the Company for any reason, the Employee agrees not to accept or continue to hold any position in any capacity, whether
(b) If the Employee has not already done so, the Employee agrees to execute and abide by the Company's standard form of agreement presently in effect protecting the Company's inventions, patents and proprietary and confidential information and the Employee agrees to execute and abide by any subsequent agreement generally in effect for the Company's officers and key employees.
Non-Competition; Trade Secrets
