Common use of Non-Solicitation/Confidential Information Clause in Contracts

Non-Solicitation/Confidential Information. (a) The Executive agrees that for a period of six (6) months following the Consummation Date, he will not directly or indirectly solicit, cause any other person to solicit, or assist any other person with soliciting any customer, depositor or borrower of Bank, or any potential customer, depositor or borrower of Bank contacted by Bank prior to his termination, to become a customer, depositor or borrower of another financial institution. Executive further agrees that for a period of six (6) months following the Consummation Date, he will not directly or indirectly participate in the solicitation or hiring of any employee, consultant or agent of the Bank or the Company or induce such party to cease their employment with the Bank or the Company or their successors or to accept employment or a consulting or agency position with any other person or entity. (b) At all times, both during the period of Employee’s services for the Employer and after termination of Employee’s services, the Employee will keep in strictest confidence and trust all Confidential Information (as defined below) and the Employee will not directly or indirectly use or disclose to any third-party any Confidential Information, except as may be necessary in the ordinary course of performing the Employees duties for the Employer, or disclose any Confidential Information, or permit or encourage any other person or entity to do so, without the prior written consent of the Employer except as may be necessary in the ordinary course of performing the Employee’s duties for the Employer. (c) As used herein, “Confidential Information” means any confidential or proprietary information relating to the Employer and its affiliates including, without limitation, the identity of the Employer’s customers, the identity of representatives of customers with whom the Employer has dealt, the kinds of services provided by the Employer to customers, the manner in which such services are performed or offered to be performed, the service needs of actual or prospective customers, customer preferences and policies, pricing information, business and marketing plans, financial information, budgets, compensation or personnel records, information concerning the creation, acquisition or disposition of products and services, vendors, software, data processing programs, databases, customer maintenance listings, computer software applications, research and development data, know-how, and other trade secrets. Notwithstanding the forgoing, Confidential Information does not include information which: (i) is or becomes public knowledge without breach of this Agreement; or (ii) is received by Employee from a third party without any violation of any obligation of confidentiality and without confidentiality restrictions; provided, however, that nothing in this Agreement shall prevent the Employee from participating in or disclosing documents or information in connection with any judicial or administrative investigation, inquiry or proceeding to the extent that such participation or disclosure is required under applicable law; provided further, however, that the Employee will provide the Employer with prompt notice of such request so that the Employer may seek (with the cooperation of the Employee, if so requested by the Employer), a protective order or other appropriate remedy and/or waiver in writing of compliance with the provisions of this Agreement. If a particular portion or aspect of Confidential Information becomes subject to any of the foregoing exceptions, all other portions or aspects of such information shall remain subject to all of the provisions of this Agreement.

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 at all times following Executive's Termination Date, 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) The Executive agrees that for a period of six (6) months following the Consummation Date, he will not directly participate in any way in hiring or indirectly solicit, cause any other person to solicitotherwise engaging, or assist any other person with soliciting any customer, depositor or borrower of Bank, or any potential customer, depositor or borrower of Bank contacted by Bank prior to his termination, to become a customer, depositor or borrower of another financial institution. Executive further agrees that for a period of six (6) months following the Consummation Date, he will not directly or indirectly participate in the solicitation or hiring of any employee, consultant or agent of the Bank or the Company or induce such party to cease their employment with the Bank or the Company or their successors or to accept employment or a consulting or agency position with any other person or entity. (b) At all times, both during the period of Employee’s services for the Employer and after termination of Employee’s services, the Employee will keep in strictest confidence and trust all Confidential Information (as defined below) and the Employee will not directly or indirectly use or disclose to any third-party any Confidential Information, except as may be necessary in the ordinary course of performing the Employees duties for the Employer, or disclose any Confidential Information, or permit or encourage assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time, or permanent basis, any individual who was employed by Xxxxxx during the two (2) year period immediately prior to do soExecutive's Termination Date; or (b) assist, without the prior written consent of the Employer except as may be necessary advise, or serve in the ordinary course of performing the Employee’s duties for the Employer.any capacity, representative or otherwise, any third party in any action against Xxxxxx or transaction involving Xxxxxx; or (c) As used hereindivulge, “Confidential Information” means 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 proprietary 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 Xxxxxx, information relating to the Employer audits, strategic planning, acquisition strategies, employment information, and its affiliates includingall other similar information. The restrictions contained in this subparagraph (c) apply to all information regarding Xxxxxx, without limitation, the identity regardless of the Employer’s customers, source who provided or compiled such information. Executive understands and agrees that Xxxxxx will suffer irreparable harm in the identity event that Executive breaches any of representatives of customers with whom the Employer has dealt, the kinds of services provided by the Employer to customers, the manner in which such services are performed or offered to be performed, the service needs of actual or prospective customers, customer preferences and policies, pricing information, business and marketing plans, financial information, budgets, compensation or personnel records, information concerning the creation, acquisition or disposition of products and services, vendors, software, data processing programs, databases, customer maintenance listings, computer software applications, research and development data, know-howExecutive's obligations under this Paragraph 8, and other trade secretsthat Executive's forfeiture of remaining payments under this Agreement will be inadequate to compensate Xxxxxx for such breach. Notwithstanding Accordingly, Executive agrees that, in the forgoing, Confidential Information does not include information which: (i) is event of a breach or becomes public knowledge without threatened breach by Executive of this Agreement; or (ii) is received by Employee from a third party without any violation Paragraph 8, Xxxxxx, in addition to and not in limitation of any obligation 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 confidentiality and without confidentiality restrictions; provided, however, that nothing in this Agreement shall prevent the Employee from participating in or disclosing documents or information in connection with any judicial or administrative investigation, inquiry or proceeding to the extent that such participation or disclosure is required under applicable law; provided further, however, that the Employee will provide the Employer with prompt notice of such request so that the Employer may seek (with the cooperation of the Employee, if so requested by the Employer), a protective order or other appropriate remedy and/or waiver in writing of compliance with the provisions of this Agreement. If a particular portion or aspect of Confidential Information becomes subject to any of the foregoing exceptions, all other portions or aspects of such information shall remain subject to all of the provisions of this AgreementExecutive.

Non-Solicitation/Confidential Information. For the one (a1) The Executive agrees that for a year period of six (6) months following the Consummation your Termination Date, he will you agree and acknowledge that your right to receive the severance consideration described in Section II above shall be conditioned upon you not either directly or indirectly solicitsoliciting, cause attempting to hire, recruiting, encouraging, taking away, hiring any other person employee of Cisco or inducing or otherwise causing an employee to solicit, leave his or assist any other person with soliciting any customer, depositor or borrower of Bank, or any potential customer, depositor or borrower of Bank contacted by Bank prior to his termination, to become a customer, depositor or borrower of another financial institution. Executive further agrees that for a period of six (6) months following the Consummation Date, he will not directly or indirectly participate in the solicitation or hiring of any employee, consultant or agent of the Bank or the Company or induce such party to cease their her employment with the Bank Company (regardless whether to commence employment with you or the Company with any other entity or their successors person. “Solicit for employment” shall mean, for purposes of this paragraph IX., directly or through an intermediary targeting or personally inviting or encouraging a Cisco employee to consider terminating his or her current employment to accept employment with the soliciting entity. “Solicit for employment” shall not mean posting job openings on internal or external websites, third party career, job related websites or social networking sites available for view by the public or responding to or hiring individuals who have submitted applications or inquiries through such sites provided that such applications or inquiries have not been solicited as prohibited by this. You shall not be prohibited from soliciting for employment or employing any such person after three (3) months have lapsed since such person ceased to be employed by Cisco. If you engage in any such prohibited activity, then all severance consideration to which you otherwise would be entitled under Section II, above, as applicable, thereupon shall cease. You hereby acknowledge that you are and continue to be bound by the Proprietary Information and Inventions Agreement you signed with the Company dated as of December 30, 2003 (the “Confidentiality Agreement”), and that the Confidentiality Agreement inures to the benefit of the Company to the same extent as set forth in the Agreement, and that as a consulting or agency position result of your employment with any other person or entity. (b) At the Company you have had access to the Company confidential information, that you will hold all times, both during the period of Employee’s services for the Employer and after termination of Employee’s services, the Employee will keep confidential information in strictest confidence and trust all Confidential Information (as defined below) and the Employee that you will not directly or indirectly make use or disclose to any third-party any Confidential Information, except as may be necessary in the ordinary course of performing the Employees duties for the Employer, or disclose any Confidential Information, or permit or encourage any other person or entity to do so, without the prior written consent such confidential information on behalf of the Employer except as may be necessary in the ordinary course of performing the Employee’s duties for the Employer. (c) As used herein, “Confidential Information” means any confidential or proprietary information relating anyone. You further agree that you will deliver to the Employer Company no later than the Termination Date all documents and its affiliates including, without limitation, the identity of the Employer’s customers, the identity of representatives of customers with whom the Employer has dealt, the kinds of services provided by the Employer to customers, the manner in which such services are performed or offered to be performed, the service needs of actual or prospective customers, customer preferences and policies, pricing information, business and marketing plans, financial information, budgets, compensation or personnel records, information concerning the creation, acquisition or disposition of products and services, vendors, software, data processing programs, databases, customer maintenance listings, computer software applications, research and development data, know-how, and other trade secrets. Notwithstanding the forgoing, Confidential Information does not include information which: (i) is or becomes public knowledge without breach of this Agreement; or (ii) is received by Employee from a third party without any violation of any obligation of confidentiality nature containing or pertaining to such confidential information and without confidentiality restrictions; provided, however, that nothing in this Agreement shall prevent the Employee from participating in or disclosing you have not taken with you any such documents or information in connection with data or any judicial or administrative investigation, inquiry or proceeding to the extent that such participation or disclosure is required under applicable law; provided further, however, that the Employee will provide the Employer with prompt notice of such request so that the Employer may seek (with the cooperation of the Employee, if so requested by the Employer), a protective order or other appropriate remedy and/or waiver in writing of compliance with the provisions of this Agreementreproduction thereof. If a particular portion or aspect of Confidential Information becomes subject to you violate any of the foregoing exceptions, all other portions or aspects of such information shall remain subject to all of the provisions of this the Confidentiality Agreement, then all severance consideration to which you otherwise would be entitled under Section II, above, as applicable, thereupon shall cease.