Non-Disclosure; Non-Competition. (a) Employee has executed a Nondisclosure Agreement of the Company. Said agreement shall survive termination of employment hereunder.
(b) Because Employee's services to the Company are special and because Employee has access to the Company's confidential information, Employee covenants and agrees that if (i)(x) Employee's employment is terminated by the Company for Cause or (y) Employee voluntarily terminates his employment relationship hereunder with the Company other than for Good Reason, for a period of six (6) months following the termination of this Agreement, or (ii) Employee's employment is terminated and Employee is receiving the Severance Amount, for the period during which Employee is receiving such Severance Amount under Paragraph 5 hereof, whichever is applicable, he will not, directly or indirectly, either on his own behalf or on behalf of any person, partnership, corporation or otherwise, (a) engage in any business or undertaking in a capacity that is directly competitive with any business (each a "Related Business") being carried on by the Company or any Affiliate thereof at the time of Employee's termination of employment, or (b) be employed by or provide consulting services to or be an investor, partner, member or shareholder in, any entity or other person in a Related Business within 25 miles of any city in which the Company or any Affiliate thereof, does business at time of execution or any other city or community in which the Company or any Affiliate thereof, has a transmission license at the time of termination, without the prior written consent of the Company's board of directors. The parties agree that the time period and geographical area of non-competition specified above are reasonable and necessary in light of the transactions entered into in this Agreement. If, however, it shall be determined at any time by a court of competent jurisdiction that either the time period restriction or the geographical area restriction, or both, are invalid or unenforceable, the parties agree that any such restriction determined to be invalid or unenforceable shall be deemed so amended as to make such restriction valid and enforceable in the determination of said court, and such restriction, as so amended, shall be enforceable between the parties to the same extent as if such amendment had been made as of the date of this Agreement. This subparagraph 9(b) shall survive the termination of this Agreement.
Non-Disclosure; Non-Competition. As a condition to the employment arrangement, Executive agrees to execute and comply with the terms and conditions of the "Wit Capital Group, Inc. Employee Non-Disclosure, Non-Competition and Assignment of Inventions Agreement" attached hereto as Exhibit II.
Non-Disclosure; Non-Competition. As a condition to the employment arrangement, Executive agrees to execute and comply with the terms and conditions of the "Employee Non-Disclosure, Non-Competition and Assignment of Inventions Agreement" attached hereto as Exhibit 1.
Non-Disclosure; Non-Competition. As a condition to the employment arrangement, Employee agrees to execute and comply with the terms and conditions of the "Employee Non-Disclosure, Non-Competition and Assignment of Inventions Agreement" attached hereto as Exhibit 1.
Non-Disclosure; Non-Competition. The Company is not bound by any Contract or Order restraining or materially limiting it from engaging or competing in the aluminum extrusion business, or the manufacture or sale of heat sinks or other metal fabrications. To the Knowledge of Mestek, no third party has claimed that any Person representing or employed by the Company has:
(a) violated or may be violating any of the terms or conditions of his or her employment, non-competition or non-disclosure agreement with such third party;
(b) disclosed or may be disclosing or utilized or may be utilizing any trade secret, proprietary information or documentation of such third party; or
(c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. Neither the execution nor delivery of this Agreement, nor the conduct of the business of the Company, conflicts with or results in a material breach of the terms, conditions, or provisions of or constitute a default under any Material Company Contract or other material legal instrument under which the Company is obligated.
Non-Disclosure; Non-Competition. (a) In consideration, and as a condition, of: (i) Executive’s continued employment in which the Company will provide Confidential Information (as defined below) to Executive; and (ii) Executive’s receipt and retention of the payments and benefits set forth in the Employment Agreement, Executive voluntarily agrees to the terms set forth in this Agreement.
(b) Executive agrees and acknowledges that the covenants set forth in this Agreement are reasonable in all respects and not oppressive, are necessary to protect the Confidential Information, goodwill and legitimate business interests, and will not cause Executive undue hardship. Executive further acknowledges and agrees that this Agreement, and his commitment to the covenants in this Agreement, further aligns his interests with the interests of the Company upon, and after, the Effective Date.
(c) Executive expressly promises and agrees that, between the Effective Date and the date that is twelve (12) months after termination of the Employment Agreement (such period, the “Non-Compete Period”), Executive shall not, without the prior written approval of the Company, directly or indirectly:
(i) participate in the ownership, management, operation or control of, or serve as an officer, employee, partner or director of, or contractor or consultant to, or have any financial interest in any person or entity that is primarily engaged in any business that is in competition with the Company (the “Competitive Business”), or aid or assist any such person or entity that is a Competitive Business; or
(ii) within the Market Area (as defined below), call upon any prospective acquisition candidate (on Executive’s own behalf or on behalf of any person or entity that is primarily engaged in a Competitive Business or any other acquisition) that was, to Executive’s knowledge, either called upon by the Company or for which Company made an acquisition analysis, for the purpose of acquiring such entity.
(d) It shall not be a violation of this Agreement for Executive to own an aggregate of not more than two percent (2%) of the outstanding stock of any class of any corporation that is a Competitive Business in the Market Area (as defined below) if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange; provided that Executive does not have the power, directly or indirectly, to control or direct the management or affairs of any such corpor...
Non-Disclosure; Non-Competition. As a condition to the execution of this Agreement by the Company and as additional consideration therefor, Employee shall concurrently herewith execute and deliver to the Company a Covenant Not to Compete attached hereto as Exhibit A (the "Non-Compete Agreement"), which is hereby incorporated by reference and shall be deemed an integral part hereof. The Non-Compete
Non-Disclosure; Non-Competition. (a) In consideration, and as a condition, of: (i) Executive's continued employment in which the Company will provide Confidential Information to Executive; and (ii) Executive's receipt and retention of the payments and benefits set forth in the Change of Control Agreements, Executive voluntarily agrees to the terms set forth in this Agreement.
(b) Executive agrees and acknowledges that the covenants set forth in this Agreement are reasonable in all respects and not oppressive, are necessary to protect the Confidential Information, goodwill and legitimate business interests, and will not cause Executive undue hardship. Executive further acknowledges and agrees that this Agreement, and his commitment to the covenants in this Agreement, further aligns his interests with the interests of the Company and Concho upon, and after, the Effective Date.
(c) Executive expressly promises and agrees that, between the Closing Date and the date that is 12 months after the Closing Date (such period, the "Non-Compete Period"), Executive shall not, without the prior written approval of Concho's Chairman and Chief Executive Officer or Concho's President and Chief Financial Officer (or of Concho's successors, as applicable), directly or indirectly:
(i) obtain any Oil and Gas Interests in the Market Area; or
(ii) participate in the ownership, management, operation or control of, or serve as an officer, employee, partner or director of, or contractor or consultant to, or have any financial interest in any person or entity that is primarily engaged in the Upstream Oil and Gas Business, or aid or assist any such person or entity in the conduct of the Upstream Oil and Gas Business; or
(iii) within the Market Area, call upon any prospective acquisition candidate (on Executive's own behalf or on behalf of any person or entity that is primarily engaged in the Upstream Oil and Gas Business or any other acquisition) that was, to Executive's knowledge, either called upon by Company or Concho or for which Company or Concho made an acquisition analysis, for the purpose of acquiring such entity.
(iv) As stated in Section 13 of this Agreement, Executive will disclose on Schedule A his (a) rights or interest, directly or indirectly, in lands, minerals or other oil, gas or mineral properties and (b) interest in, position in, or financial relationship with, any supplier, customer or competitor of Concho (except for an investment in publicly traded securities). Concho acknowledges that the right...
Non-Disclosure; Non-Competition. Due to the sensitive and proprietary nature of the Base C & T Technology and C & T Know-How, Axion shall enter into non-disclosure and non-competition agreements, subject to approval and review by C & T, such approval not to be unreasonably withheld or delayed, with each and every one of its management and employees.
Non-Disclosure; Non-Competition. By signing this Agreement and accepting the Award, you:
(a) shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to SSgA, the Company, any of its Subsidiaries, and their respective businesses and Clients (as defined below), including but not limited to Clients’ identities and any and all information regarding or relating to their business relationship with SSgA, the Company, or any of its Subsidiaries, which shall have been obtained by you during your employment by SSgA, the Company, or any of its Subsidiaries and which shall not be or become public knowledge (other than by acts by you or your representatives in violation hereof), and you shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. The term “Client(s)” means any person or entity that is a customer or client of SSgA, the Company, or any of its Subsidiaries.