Non-Solicitation; Confidentiality. 10.1 In consideration of the agreement by FLIC to make a Termination Payment to you under the circumstances described in Section “4” hereof, and regardless of whether you shall actually become entitled to receive a Termination Payment, you agree that, for a period of two (2) years after the termination of your employment by FLIC, you will not (i) on behalf of any banking organization or lender doing business in New York City or in the Counties of Nassau or Suffolk, directly or indirectly solicit the business of any person or entity which shall be a customer of the Bank on the date of such termination or facilitate or assist in the development of any business relationship between any such banking organization or lender and any such customer or (ii either directly or on behalf of any such banking organization or lender, employ, retain, or solicit the employment or retention of, any person who shall be an employee of the Bank on the date of such termination.
10.2 You agree, without limitation as to time, to keep secret and retain in confidence all confidential matters of FLIC and the Bank, whether developed by FLIC, the Bank or you, including, without limitation, “know-how,” trade secrets, customer lists, pricing policies, and operational methods, and not to disclose them to anyone outside of FLIC or the Bank except in the course of performing your duties hereunder or with the express written consent of FLIC.
10.3 If a court of competent jurisdiction determines that any covenant contained herein is unreasonable because of its term or territorial scope, or for any other reason, we agree that such court may reform the condition of such covenant so that it is reasonable under the circumstances and this covenant, as reformed, shall be enforceable.
Non-Solicitation; Confidentiality. You acknowledge that you hold a senior position at the Corporation and have received and been privy to the Corporation’s confidential information and trade secrets. You further acknowledge that the Corporation has a legitimate interest in ensuring that such confidential information and trade secrets remain confidential and are not disclosed to third parties. Thus, to avoid the actual or threatened misappropriation of such confidential information and trade secrets, and in light of the substantial benefits provided to you under this Agreement, you hereby agree to the covenants protective of the Corporation.
Non-Solicitation; Confidentiality. (a) For a period of one year from and after the NESR Closing Date, the Selling Stockholders shall not, and shall cause their directors, officers or employees (acting in their capacity as such) not to, directly or indirectly: (i) cause, solicit, induce or encourage any Senior Managers of the Company or the Subsidiaries to leave such employment for the purpose of hiring, employing or otherwise engaging any such individual, except in the event that any Senior Manager responds to any bona fide employment advertisement that is not directed at one or more of the Senior Managers; or (ii) cause, induce or encourage any client or supplier which is party to a Material Contract as of the date hereof to terminate any such Material Contract or modify it in a manner that is materially adverse to the Company or any Subsidiary.
(b) From and after the NESR Closing Date, the Selling Stockholders shall not and shall cause their directors, officers and employees not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of the Purchaser any Confidential Information (as defined below). The Selling Stockholders shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is required by applicable Law; provided, however, that in the event disclosure is required by applicable Law, the Selling Stockholders shall, to the extent reasonably possible, provide the Purchaser with prompt notice of such requirement prior to making any disclosure so that the Purchaser may seek an appropriate protective order.
(c) From the date of this Agreement until the NESR Closing Date, the Purchaser shall not and shall cause its directors, officers and employees not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of the Selling Stockholders any Confidential Information (as defined below). The Purchaser shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is required by applicable Law; provided, however, that in the event disclosure is required by applicable Law, the Purchaser shall, to the extent reasonably possible, provide the Company with prompt notice of such requir...
Non-Solicitation; Confidentiality. The following provisions replace Sections 13(a), (b) and (c) of the Agreement in their entirety.
Non-Solicitation; Confidentiality. In consideration of the benefits and protections of this Agreement, Employee agrees to the following:
(a) During the term of Employee’s employment by the Employer, and for a period of one year following the termination of Employee’s employment for any reason, Employee will not, directly or indirectly:
(i) solicit, divert, or take away, or attempt to solicit, divert, or take away from the Employer the business of any person who the Employee knows or reasonably should know is a customer or identified, prospective customer of the Employer, or cause any such person to refrain, in any respect, from conducting business with the Employer; or
(ii) solicit, request, or induce, or attempt to solicit, request, or induce any employee of the Employer or FTC to terminate employment with the Employer or FTC and accept employment with another person, firm, corporation, or other entity; provided, however, that general advertisements for employment that are not directed to the Employer’s or FTC’s employees will not violate this Section 7.
(b) The Employee will not at any time use for his own benefit, copy or make known in any manner to any person, firm, corporation or other entity the contents of any agreements (including this Agreement), memoranda, correspondence, writings, drawings, reports, charts, or other media, of or related to information, data, methods, systems, processes, concepts or technologies, used or developed by the Employee, the Employer, or FTC, including, without limitation, any and all trade secrets (as defined under Florida law), proprietary information or other confidential information acquired by the Employee in connection with the Employee’s employment with the Employer. The Employee understands and agrees that the lists of existing or prospective customers, vendors, and contractors of the Employer, as such may exist from time to time, and information concerning such customers, vendors, and contractors are valuable, special and unique assets of the Employer’s business which are entitled to protection under the provisions of this Section 7.
(c) The parties acknowledge and agree that money damages cannot fully compensate Employer in the event of Employee’s violation of the provisions of this Section 7. Thus, in the event of a breach of any of the provisions of this Section 7, Employee agrees that Employer, upon application to a court of competent jurisdiction, shall be entitled to an injunction restraining Employee from any further breach of the terms o...
Non-Solicitation; Confidentiality. (a) Executive agrees that for a period from one (1) year following Executive's termination hereunder, Executive shall not solicit, entice or contact Bank's executives for purposes of having such executives engage in direct competition with Bank.
(b) Executive acknowledges that, in the course of his employment by Bank, he will have access to confidential information, trade secrets, and unique business procedures and information which are the valuable property of Bank. Executive agrees not to disclose for any reason, directly or indirectly, any confidential, trade secret or other proprietary information, as determined by Bank in its reasonable discretion, at any time, during or after the period Executive is employed by Bank, for any purpose other than to perform his assigned duties on behalf of Bank.
Non-Solicitation; Confidentiality. (a) The parties agree to continue to abide by that certain Non-Disclosure & Confidentiality Agreement between the Seller and the Purchaser, dated July 11, 2011 (the “Confidentiality Agreement”), which will survive until the Closing, at which time the Confidentiality Agreement will terminate; provided, however, that if this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement will continue in full force and effect in accordance with its terms.
(b) After the Closing, the Seller will not and will cause its Employees and Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of the Purchaser or use or otherwise exploit for its own benefit or for the benefit of anyone other than the Purchaser, the Company Information, except to the extent compelled by law or to the extent that such Company Information (i) must be disclosed in connection with the obligations of the Seller pursuant to this Agreement or (ii) can be shown to have been in the public domain through no fault of the Seller. Notwithstanding the foregoing, in no event will this Section 5.4(a) limit or otherwise restrict the right of the Seller to disclose such Company information (i) to its and its Affiliates’ respective directors, officers, employees, consultants, agents and advisors to the extent reasonably required to facilitate the negotiation, execution, delivery or performance of this Agreement, (ii) to any Governmental Authority or arbitrator to the extent reasonably required in connection with any proceeding relating to the enforcement of this Agreement, and (iii) in connection with its indemnification obligations under this Agreement. “Company Information” means any information with respect to the Company, including methods of operation, customer lists, products, prices, fees, costs, technology, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters.
Non-Solicitation; Confidentiality. In consideration of the agreement by FLIC to make a Termination Payment to you under the circumstances described in Section “4” hereof, and regardless of whether you shall actually become entitled to receive a Termination Payment, you agree that, for a period of two (2) years after the termination of your employment by FLIC, you will not (i) on behalf of any banking organization or lender doing business in New York City or in the Counties of Nassau or Suffolk, directly or indirectly solicit the business of any person or entity which shall be a customer of the Bank on the date of such termination or facilitate or assist in the development of any business relationship between any such banking organization or lender and any such customer or (ii) either directly or on behalf of any such banking organization or lender, employ, retain, or solicit the employment or retention of, any person who shall be an employee of the Bank on the date of such termination.
Non-Solicitation; Confidentiality. You acknowledge and agree that (i) Silvercrest’s present and future business relationships with its clients, employees, vendors, suppliers, and lenders are and will continue to be of a type which normally continue unless interfered with by others, (ii) any statements or actions taken by you to induce any client, employee, vendor, supplier, or lender to terminate, reduce, or not renew any business arrangement with Silvercrest (unless Silvercrest determines that the termination, reduction, or non-renewal is in the best interest of Silvercrest) or to enter into any business arrangement within Silvercrest’s line business with any Person (as defined on the Silvercrest TRA) other than Silvercrest would cause irreparable harm to Silvercrest; (iii) the services you are to render to Silvercrest are of a special character, with a value to Silvercrest the loss of which cannot adequately be compensated by damages or an action at law; (iv) if you were to become an employee, adviser, or equity owner of a competing organization, your new obligations and the products, services, and technology of the competing organization would be so similar or related to those contemplated by this Agreement that it would be very difficult for you not to rely on or use Silvercrest’s Confidential Information. For purposes of this Section 7, any reference to Silvercrest shall be deemed to include all affiliates of Silvercrest.
Non-Solicitation; Confidentiality. (a) No Stockholder, during the time in which such Person holds any Shares and for a period of one (1) year thereafter, shall, acting alone or together, directly or indirectly induce, recruit or solicit the employment of any employee, officer or director of the Company; provided, that the foregoing shall not prohibit a Stockholder from performing, or having performed on his or its behalf, a general solicitation for employees or customers not specifically focused at the foregoing Persons through the use of media, advertisement, electronic job boards or other general, public solicitations; provided, further, the foregoing shall not prohibit STI from recruiting or soliciting any officer, director or employee of the Company who is or was a former employee or service provider of STI. This paragraph is not intended to act as nor shall it be construed as a covenant not to compete. If any Person engages in any of the foregoing activities in violation of the provisions set forth in this Section 8.07, then, in addition to any and all other rights or remedies the Company may have against such Person at law or in equity, such Person shall be accountable to, and shall hold in trust for the Company, any income, compensation or profit that such Person may derive from engaging in such activities or shall be liable to the Company for such amounts for which the Company may offset (i.e., exercise a set-off remedy) against any amounts owed to such Person, if any. If any provision set forth in this Section 8.07(a) and/or the application thereof to any Person or circumstance shall be determined by a court of competent jurisdiction to be invalid and/or unenforceable to any extent, then the remaining provisions of this Section 8.07(a) (other than those which are so determined to be invalid or unenforceable) shall be valid and enforceable to the fullest extent permitted by law. All rights and remedies provided in this Section 8.07(a) are cumulative and not exclusive of any other rights or remedies that may be available to the Company, whether provided by law, equity, statute or otherwise.
(b) Each Stockholder agrees to keep confidential, and not to disclose to any Person (other than disclosure to such Stockholder’s agents, existing or prospective lenders, accountants, legal counsel, advisors or other representatives responsible for matters relating to the Company and who need to know such information in order to perform such responsibilities for such Stockholder (“Authorized Repres...
