Non Disclosure Non Competition Non Solicitation. The Company covenants and agrees that it will provide to the Employee all Confidential Information (as defined below) of the Company reasonably necessary to permit the Employee to fulfill his duties and responsibilities hereunder. The Employee acknowledges that, as a consequence of his employment by the Company, the Employee will be furnished and have access to substantially all Confidential Information of the Company. The Employee further acknowledges that (i) any public disclosure of the Confidential Information will have an adverse effect on the Company and its business, (ii) the Company will suffer irreparable injury if the Employee breaches any of the terms of this Section 7, (iii) the Company will be at a substantial competitive disadvantage if it fails to acquire and maintain exclusive ownership of the Confidential Information or the Employee fails to abide by the restrictions provided for in this Section 7, (iv) the scope of the protective restrictions provided for in this Section 7 are reasonable when taking into account the Employee’s access to Confidential Information and the importance of such Confidential Information to the Company, (v) the compensation being paid to the Employee pursuant to this Agreement and the post-employment rights of the Employee hereunder are sufficient inducement for the Employee to agree to the terms hereof, (vi) the provisions of this Section 7 are reasonable and necessary to protect the business of the Company, to prevent the improper use or disclosure of the Confidential Information and to provide the Company with exclusive ownership of all such Confidential Information, and (vii) the terms of this Section 7 preclude the Employee from engaging in the conduct of the business of the Company for a reasonable period.
Non Disclosure Non Competition Non Solicitation. (a) Non-Disclosure Agreement. Seller acknowledges, for itself and each of its Affiliates, that it has and may have access to Confidential Information and that such Confidential Information does and will constitute valuable, special and unique property of Purchaser. At no time will Seller, and at no time will Seller allow its Affiliates or its Representatives to, (i) use any Confidential Information in any manner adverse to the business interests of Purchaser, or (ii) disclose any such Confidential Information to any Person for any reason or purpose whatsoever. Upon the request of Purchaser, Seller will, and will cause its Affiliates and Representatives to, deliver to Purchaser all letters, notes, computer disks, software, notebooks, reports and other materials which contain Confidential Information and which are in the possession or under the control of Seller, Affiliate or Representative.
Non Disclosure Non Competition Non Solicitation. AND NON-DISPARAGEMENT
Non Disclosure Non Competition Non Solicitation. (a) Non-Disclosure Agreement. Sellers acknowledge that the Confidential Information obtained or possessed by them will be the property of Purchaser and the Companies from and after the Closing Date. Therefore, Sellers each agree that they will not (i) disclose to any person, either directly or indirectly, any Confidential Information, unless and solely to the extent that such Confidential Information is required to be disclosed by law or pursuant to a final judicial order or decree, (ii) use for its own account or use, cause, facilitate or allow any third party to use Confidential Information in any way, or (iii) remove any Confidential Information or any copy, summary or compilation of any kind of any Confidential Information from the premises of any Company or the premises of any Company's customers following the Closing Date. Sellers further agree to deliver to Purchaser all memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to any Company or the conduct of any Company's business that they may possess or have under control at the Closing Date.
Non Disclosure Non Competition Non Solicitation. (a) Non-Disclosure Agreement. From the Signing Date through the Closing Date, Seller agrees that Seller will not (i) disclose to any person, either directly or indirectly, any Confidential Information, unless and solely to the extent that such Confidential Information is required to be disclosed by law or pursuant to a final judicial order or decree, (ii) use for his own account or cause, facilitate or allow any third party to use Confidential Information in any way. The Seller further agrees that, on or prior to the Closing Date, the Seller shall deliver to Companies all memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the Heath Group Entities or the conduct of the business of the Heath Group Entities that the Seller may possess or have under their control. Notwithstanding the foregoing, Seller shall be permitted to use Confidential Information for the purpose of winding up the affairs of JLH following the Closing.
Non Disclosure Non Competition Non Solicitation. The Employee and Company are parties to the Proprietary Information, Invention Assignment, and Restrictive Covenant Agreement dated June 16, 2018, and Intellectual Property Rights Ownership Clarification and Assignment Agreement dated August 26, 2019, true and correct copies of which are attached hereto under Exhibit A (collectively the “IP Agreements”). The Parties hereto agree and acknowledge that the IP Agreements are not affected by this Agreement, will continue if full force and effect during the Consulting Period, will survive the execution and delivery of this Agreement, and remains in full force and effect until the expiration of the term stated therein.
Non Disclosure Non Competition Non Solicitation. (a) Non-Disclosure Agreement. Donnell acknowledges that the Confidential Information obtained or possessed by him will be the property of the Purchaser and the Company from and after the Closing Date. Therefore, Donnell agrees that he will not (i) disclose to any person, either directly or indirectly, any Confidential Information, unless and solely to the extent that such Confidential Information is required to be disclosed by law or pursuant to a final judicial order or decree, (ii) use for his own account or cause, facilitate or allow any third party to use Confidential Information in any way, or (iii) remove any Confidential Information or any copy, summary or compilation of any kind of any Confidential Information from the premises of the Company or the premises of the Company's customers following the Closing Date. Donnell further agrees to deliver to Purchaser all memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the Company or the conduct of the Company's business that he may possess or have under his control at the Closing Date.
Non Disclosure Non Competition Non Solicitation. AND NON-DISPARAGEMENT
5.1 Confidentiality and Non-Disclosure
Non Disclosure Non Competition Non Solicitation. As a condition of the Company providing Employee with the severance benefits in accordance with Section 2 of the Agreement, Employee agrees to be bound by the following restrictive covenants:
Non Disclosure Non Competition Non Solicitation
