Noncompetition and Confidentiality. (a) The parties recognize that the employment of Executive with the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged in the non-hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of the Company.
(b) From the date hereof, Executive shall hold in secrecy for the Company all trade secrets and other confidential information relating to the business and affairs of the Company that have come or may have come to his attention during his employment with the Company, including information concerning costs, profits, markets, sales, business development plans, lists of clients or customers, lists of acquisition targets and other information about such acquisition targets and other information of a similar nature (such categories of information being referred to herein as “Confidential Information”). Executive shall not use for his own benefit or disclose to any person any Confidential Information other than in the ordinary course of the Company’s business or in response to a court order, unless such use or disclosure has the prior written authorization of the Company. Executive shall deliver to the Company, upon request, al...
Noncompetition and Confidentiality. In the event the Executive becomes entitled to receive Severance Benefits as provided in Section 2.3 herein, the following shall apply:
Noncompetition and Confidentiality. In the event of a Change in Control, as provided in Article 1 paragraph (f) herein, the following shall apply:
Noncompetition and Confidentiality. (a) Executive shall devote her full time and attention to the performance of her employment under this Agreement. Upon any termination of Executive’s employment hereunder pursuant to Section 8(b) of this Agreement (other than a termination which occurs after the effective date of a Change in Control), Executive agrees not to compete with the Employer or any subsidiary of the Employer for a period of one (1) year following such termination in any city, town or county in which Executive’s normal business office is located or in which the Employer or any subsidiary of the Employer has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board of Directors. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Employer or any subsidiary of the Employer.
(b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Employer is a valuable, special and unique asset of the business of the Employer. Executive will not, during or after the term of her employment, disclose any knowledge of the past, present, planned or considered business activities of the Employer to any person, firm, corporation, or other entity for any reason or purpose whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Employer.
(c) Nothing contained in this Agreement shall be deemed to prevent or limit the right of Executive to invest in any entity which conducts business similar to that of the Employer, solely as a passive or minority investor.
Noncompetition and Confidentiality. Except with the prior written consent of HEC duly authorized by its Board of Directors after the date of a Change of Control, during the period commencing on the date of this Agreement and ending on the date that is 36 months after the date of Executive's termination of employment with HEC or an affiliate (the "Restricted Period"), Executive agrees not to compete with HEC or its affiliates for any acquisition, prospect or project that HEC, at any time during the three-year period prior to Executive's termination, was pursuing (other than any acquisition, prospect or project pertaining to properties sold by HEC during the three-year period prior to the date hereof), as evidenced by (i) HEC's or an affiliate's expenditure of funds, (ii) a recommendation by HEC's or an affiliate's personnel for an expenditure of funds (other than nominal administrative expenditures), or (iii) inclusion or proposal for inclusion in HEC's or an affiliate's capital expenditure budget, and Executive shall hold in strict confidence and shall not, directly or indirectly, disclose or reveal to any person, or use for his own personal benefit or for the benefit of anyone else, any trade secrets, confidential dealings, or other confidential or proprietary information of any kind, nature, or description (whether or not acquired, learned, obtained, or developed by Executive alone or in conjunction with others) belonging to or concerning HEC or any of its affiliates, except (i) with the prior written consent of HEC duly authorized by its Board of Directors after the date of a Change of Control, (ii) for information (x) that becomes generally available to the public other than as a result of unauthorized disclosure by Executive or his affiliates or (y) that becomes available to Executive on a nonconfidential basis from a source other than HEC or its affiliates who is not bound by a duty of confidentiality, or other contractual, legal, or fiduciary obligation, to HEC, or (iii) as required by applicable law or legal process. HEC agrees that after the date of Executive's termination of employment with HEC or an affiliate, Executive may engage directly or indirectly in the oil and gas business and may apply Executive's knowledge, experience and opinions to those activities.
Noncompetition and Confidentiality. By and in consideration of the salary, benefits and other consideration, contained in this Agreement, the adequacy and receipt of which is hereby acknowledged, the Executive agrees that:
Noncompetition and Confidentiality. By and in consideration of the Noncompete Stipend and Salary and other benefits to be provided by the Company hereunder, the Executive agrees that:
Noncompetition and Confidentiality. In connection with his employment by the Company, the Employee has previously executed the Noncompetition and Confidentiality Agreement attached hereto as EXHIBIT A, the terms and conditions of which are incorporated herein by reference. The Noncompetition and Confidentiality Agreement shall survive the termination of this Agreement and shall remain in full force and effect for so long as is provided by its own terms and as is permitted by law.
Noncompetition and Confidentiality. 10.1. Each Member covenants with the Company and each other Member that on the Transfer of the Member’s Membership Interest, whether voluntary, involuntary, by operation of law, or by reason of any provision of this Agreement, the Member will not, directly or indirectly, through an Affiliate or otherwise, in the following geographic area: _______________[list counties], or elsewhere where the Company conducts its business, for a period of _____________[list number of years] years following the date of the Transfer;
(a) engage in any business in any way similar to or competitive with the business of the Company;
(b) enter into any agreement or understanding, written or oral, relating to the services of any employee of the Company;
(c) solicit the business of, enter into any agreement, written or oral, or otherwise deal with any customers of the Company, who were customers at the time of the Transfer; or
(d) use or disclose in any manner any Confidential Information.
Noncompetition and Confidentiality. In consideration for providing the severance pay in Sec.8, the Executive agrees as follows:
(a) The Executive shall not at any time, either during the term of his employment with the Company or after the termination of such employment for whatever reason,
(i) Disclose to anyone (except to the extent necessary as a benefit to the Company in the performance of his duties and with prior written authorization by the Company) any trade secrets or confidential information, or
(ii) Solicit or seek to employ any employee of the Company to leave the employ of such Company, or
(iii) Solicit, recruit, or otherwise attempt to persuade the members or providers of the Company to leave such Company and do business with competing organizations. For purposes of (ii) and (iii) of this subsection, publication of an advertisement or notice in a publication of general solicitation shall not constitute solicitation or recruitment.
(b) During the term of such employment, whatever it may be, and for a period of two years following termination of such employment under Sec.9(b) or for a period of six months following a termination of employment under Sec.9(c) (the "Non-Competition Period"), the Executive agrees that he shall not, directly or indirectly, on his own behalf, or as a member of any partnership, or as an officer, director, shareholder, agent, consultant, or employee of any other corporation or entity, compete with the Company or be engaged in, loan money or credit to, own any interest in, be employed by or otherwise participate in any other business which competes with the Company in (i) Ohio or (ii) any other geographic location (A) where the Company conducted business during the term of the Executive's employment by the Company or (B) where the Company, with the Executive's knowledge, had taken documented steps toward expanding into during the term of the Executive's employment by the Company. The foregoing shall not be construed to prohibit the Executive from owning, directly or indirectly, less than 5% of the securities of any class of any company listed on a national securities exchange or traded in the over-the-counter securities market which is not in direct competition with the Company.
(i) If the Executive's employment with the company ceases under Section 9(a) or Section 9(d), then the Executive agrees that, for a period of two years following the leaving of the Company, he will not solicit any customer of the Company or any employee of the Company. The parties...
