NON-DISCLOSURE AND RESTRICTIVE COVENANTS Sample Clauses

NON-DISCLOSURE AND RESTRICTIVE COVENANTS. 6.1 All terms and provisions of the Employee Confidentiality, Non-Solicitation and Invention Assignment Agreement by and between the Employee and the Company dated July 27, 2006 (the “Confidentiality Agreement”) are hereby incorporated into this Agreement in full. Notwithstanding the foregoing, the Confidentiality Agreement shall remain in full force and effect according to its terms.
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NON-DISCLOSURE AND RESTRICTIVE COVENANTS. Employee recognizes that the business of the Company is a specialized business, that Employee holds a position of trust and importance with the Company, and that as a result of Employee's employment by the Company, Employee will gain access to information of a confidential and proprietary nature relating to the Company's business. Accordingly, the Company and Employee agree as follows:
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NON-DISCLOSURE AND RESTRICTIVE COVENANTS. (a) Acknowledgment of Company-Wide Responsibilities: Executive acknowledges that Company competes in the “Competitive Business” (as defined below) throughout the world. Executive further acknowledges that in the regular and normal course of fulfilling his duties and responsibilities, he had significant exposure and access to the full scope of the Company’s operations, including its Confidential Information (as defined below), and that the restrictions contained herein are reasonable and necessary to protect the Company’s legitimate business interests. As part of Executive’s employment with the Company, he had access to and contact with customers of the Company, and that, in his capacity as President, Executive developed good relationships and gained intimate knowledge regarding the products and services of the Company. Executive recognizes and agrees that the Company has spent substantial effort, time, and money in developing relationships with its customers, that many customers are long-term customers of the Company, and that all customers with whom Executive worked and contacted are the customers of the Company. Executive acknowledges that Executive or the Company’s competitors would obtain an unfair advantage if Executive disclosed the Company’s Confidential Information (as defined below) to a competitor, used it on Executive’s or a competitor’s behalf, or if he were able to exploit the relationships he developed by providing services to and contacting the Company’s customers as President to solicit business on behalf of a competitor.
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Related to NON-DISCLOSURE AND RESTRICTIVE COVENANTS

  • Confidentiality and Restrictive Covenants (a) The Executive acknowledges that:

  • Confidential Information and Restrictive Covenants As a condition of the Executive’s employment with the Company, the Executive shall enter into and abide by the Company’s Employee Non-Compete Agreement.

  • Non-Disclosure and Non-Competition The provisions of this Section 9 shall survive termination of this Agreement. (a)

  • Confidentiality, Non-Disclosure and Non-Competition Agreement The Company and the Executive acknowledge and agree that during the Executive’s employment with the Company, the Executive will have access to and may assist in developing Confidential Information and will occupy a position of trust and confidence with respect to the affairs and business of the Company and the Company Affiliates. The Executive agrees that the following obligations are necessary to preserve the confidential and proprietary nature of Confidential Information and to protect the Company and the Company Affiliates against harmful solicitation of employees and customers, harmful competition and other actions by the Executive that would result in serious adverse consequences for the Company and the Company Affiliates:

  • Restrictive Covenants and Confidentiality As a condition to the effectiveness of this Agreement, Executive will execute and deliver to the Company contemporaneously herewith Exhibit B, the Loyalty Agreement. Executive agrees to abide by the terms of the Loyalty Agreement, which are hereby incorporated by reference into this Agreement. Executive acknowledges that the provisions of the Loyalty Agreement will survive the termination of Executive’s employment and the termination of the Term for the periods set forth in the Loyalty Agreement. Notwithstanding any other provision of this Agreement, no payment shall be made or benefit provided pursuant to Section 4(c) following the date Executive first violates any of the restrictive covenants set forth in the Loyalty Agreement, and as of the first date on which Executive violates any such restrictive covenants, Executive shall pay the Company an amount equal to the sum of all payments theretofore paid to Executive pursuant to Section 4(c).

  • Non-Disclosure and Non-Use The Executive shall not, during the Term and at all times thereafter, without the written authorization of the Chief Executive Officer (“CEO”) of the Company or such other executive governing body as may exist in lieu of the CEO, (hereinafter referred to as the “Executive Approval”), use (except for the benefit of the Company) any Confidential and Trade Secret Information relating to the Company. The Executive shall hold in strictest confidence and shall not, without the Executive Approval, disclose to anyone, other than directors, officers, employees and counsel of the Company in furtherance of the business of the Company, any Confidential and Trade Secret Information relating to the Company. For purposes of this Agreement, “Confidential and Trade Secret Information” includes: the general or specific nature of any concept in development, the business plan or development schedule of any concept, vendor, merchant or customer lists or other processes, know-how, designs, formulas, methods, software, improvements, technology, new products, marketing and selling plans, business plans, development schedules, budgets and unpublished financial statements, licenses, prices and costs, suppliers, and information regarding the skills, compensation or duties of employees, independent contractors or consultants of the Company and any other information about the Company that is proprietary or confidential. Notwithstanding the foregoing, nothing herein shall prevent the Executive from disclosing Confidential and Trade Secret Information to the extent required by law or by any court or regulatory authority having actual or apparent authority to require such disclosure or in connection with any litigation or arbitration involving this Agreement. The restrictions set forth in this Section 6(b) shall not apply to information that is or becomes generally available to the public or known within the Company’s trade or industry (other than as a result of its wrongful disclosure by the Executive), or information received on a non-confidential basis from sources other than the Company who are not in violation of a confidentiality agreement with the Company. The Executive further represents and agrees that, during the Term and at all times thereafter, the Executive is obligated to comply with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding trading shares and/or exercising options related to the Company’s stock. The Executive acknowledges that the Company has not provided opinions or legal advice regarding the Executive’s obligations in this respect and that it is the Executive’s responsibility to seek independent legal advice with respect to any stock or option transaction.

  • Nondisclosure and Nonuse Unless authorized or instructed in advance in writing by Corporation, or required by law (as determined by licensed legal counsel), Executive will not, except as required in the course of Corporation’s business, during or after his employment, disclose to others or use any Confidential Information, unless and until, and then only to the extent that, such items become available to the public through no fault of Executive.

  • Nondisclosure and Noncompetition As an inducement to the Company to enter into this Agreement, the Executive represents to and covenants with or in favor of the Company as follows:

  • Non-Disclosure Agreement The parties acknowledge entering into a separate non disclosure agreement relating to the Company’s proprietary information, attached as Exhibit A (“Non-Disclosure Agreement”). The terms of the Non-Disclosure Agreement are incorporated herein by this reference. In the event of a conflict between the Non-Disclosure Agreement and this Agreement, the terms providing greater protection to the Company and its proprietary information shall be determinative.

  • Non-Disclosure and Non-Use of Confidential Information The Employee agrees not to disclose, use, copy or duplicate or otherwise permit the use, disclosure, copying or duplication of any Confidential Information (other than in connection with authorized activities conducted in the course of the Employee’s employment at the Company for the benefit of the Company) during the period of including during his/her employment with the Company or at any time thereafter. The Employee agrees to take all reasonable steps and precautions to prevent any unauthorized disclosure, use, copying or duplication of Confidential Information.

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