Noncompetition and Confidentiality Agreement. Sellers shall have executed and delivered to Purchaser a Noncompetition and Confidentiality Agreement substantially in the form attached hereto as SCHEDULE 6.5(A).
Noncompetition and Confidentiality Agreement. (a) During the Term and for a period of one year after such expiration, Xxxxxx will not, without the prior written consent of the Company, directly or indirectly own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as a stockholder, partner, joint venturer or otherwise with, or accept employment of any kind with, any business which, or any business or organization any part of which, competes with the businesses of the Company or any of its subsidiaries or affiliates as such businesses are now conducted or may be conducted at any time during the Term, in any geographical area in which such businesses are conducted during the term of this Agreement, provided, however, that nothing contained herein will prohibit or restrict Xxxxxx from fully performing his duties as CEO of NRC or owning shares or being a director of NRC. Notwithstanding the terms hereof, if this Agreement is terminated prior to the expiration of its then current term by the Company other than For Cause, the provisions of this Section 11 shall not be applicable to any period after such termination.
(i) Xxxxxx acknowledges that during his employment with the Company or any of its subsidiaries, he may have access to secret and confidential information, including but not limited to some or all of the following:
(A) product and business plans, budgets, sales forecasts, design plans, research and engineering data, inventions, methods, systems and processes,
(B) exploration activities, including, but not limited to, prospects, joint ventures, mining and acquisition opportunities and similar matters,
(C) customers, and
(D) trade secrets (all such information is hereinafter referred to as "Confidential Information").
(ii) Xxxxxx agrees that (except as authorized in writing by the Company or required pursuant to legal or administrative process) he will not reveal, divulge or make known to any person, firm or corporation any Confidential Information.
(iii) Xxxxxx agrees that at any time during the Term upon the request of the Board of Directors and upon the termination of this Agreement, Xxxxxx will deliver all Confidential Information together with copies thereof in his possession to the Company. In addition, if after the Term he shall discover any Confidential Information in his possession, he shall forthwith deliver the same together with all copies thereof to the Company.
(c) In the event of the breach or threatened breach of the terms a...
Noncompetition and Confidentiality Agreement. USS shall have entered into a Noncompetition and Confidentiality Agreement in form and substance satisfactory to AMI.
Noncompetition and Confidentiality Agreement. As additional consideration for Purchaser's agreement to buy the Purchased Assets, Seller and Hartman shall each execute and delivex xx Xxrchaser at Closing an agreement not to compete with Purchaser for a term of three years, commencing at the Effective Time, substantially in the form attached hereto as Exhibit A (the "Noncompetition and Confidentiality Agreement").
Noncompetition and Confidentiality Agreement. As additional consideration for Purchaser's agreement to buy the Purchased Assets, Seller, Xxxxxxx, X. Xxxxxxx and X. Xxxxxxx shall each execute and deliver to Purchaser at Closing an agreement not to compete with Purchaser for a term of three years, commencing at the Effective Time, substantially in the form attached hereto as Exhibit D (the "Noncompetition and Confidentiality Agreement").
Noncompetition and Confidentiality Agreement. (a) Provided that Employer is not in material default to Xxxxxxxx on any of its obligations under this Agreement, Xxxxxxxx agrees, during the period of his employment with Employer and for a period of two (2) years after the date of termination of Xxxxxxxx'x employment with Employer (but in the event of a Change in Control only during the period after employment termination that Xxxxxxxx is receiving liquidated damages pursuant to Section 10(f)(ii) below), not to, directly or indirectly do any of the following:
(i) induce or attempt to influence any employee of Employer to terminate his employment with Employer;
(ii) engage in (as principal, partner, director, officer, agent, employee, consultant, or otherwise) or be financially interested in or associated with any Competing Business, as defined below in this Subparagraph 9(a); provided, however, that the foregoing restriction shall not prohibit Xxxxxxxx from purchasing or holding stock or other securities of any corporation, trust, or partnership (regardless of the business of such entity) that shall have securities listed upon any recognized securities exchange or traded on a recognized market in the United States or Canada: or
(iii) at any time disclose to any one not legally entitled thereto any information of a confidential nature relative to any facet of the business of Employer, specifically including but not limited to customer lists, furniture designs, and wood cutting patterns.
Noncompetition and Confidentiality Agreement. 8.1.1. Xxxxxx will not, during the Term, and for a period of 12 months immediately following the end of the Term, directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature: establish, enter into, be employed by or for, advise, consult with or become a part of, any company, partnership, corporation or other business entity or venture, or in any way engage in business for himself or for others, in competition with the Company’s equipment rental business within a 200-mile radius of any equipment rental location owned by the Company during the Term.
8.1.2. During and after the Term, Xxxxxx shall not knowingly, without the prior consent of the Company, which consent shall not be unreasonably withheld, use for his own benefit or disclose to any person, company, partnership, corporation or business for any reason or purpose whatsoever, any confidential information of the Company, unless disclosure is required by law. For the purposes hereof, confidential information includes all correspondence, memoranda, files, manuals, books, lists, financial, operating or marketing records and customer and vendor records relating to or containing any proprietary information relating to the Company, but does not include (a) any information which is in the public domain or known to other unrelated parties in the Company’s industry other than as a result of Xxxxxx’x breach of this provision, (b) any information acquired by Xxxxxx other than in the course of his duties to the Company or (c) any and all investor and other contact lists or data lists to which Xxxxxx was a contributor at any time, provided that such information will not be provided to a competitor of the Company.
8.1.3. Because of the difficulty of measuring economic losses to the Company as a result of breach by Xxxxxx of the foregoing covenants in subsections 8.1.1 and 8.1.2, and because of the immediate and irreparable damage that might be caused to the Company for which it would have no other adequate remedy, Xxxxxx agrees that, without limiting the remedies available to the Company, the foregoing covenants may be enforced by the Company by injunctions and restraining orders.
8.1.4. The covenants in this Section 8 are intended to be severable and separate, and the unenforceability of any specific covenant shall not affect the enforceability of any other covenant.
Noncompetition and Confidentiality Agreement. As additional consideration for Purchaser's agreement to buy the Purchased Assets, Seller and the Garners shall each execute and deliver to Purchaser at Closing an agreement not to compete with Purchaser for a term of five years, commencing at the Effective Time, substantially in the form attached hereto as Exhibit A (the "Noncompetition and Confidentiality Agreement").
Noncompetition and Confidentiality Agreement. Purchaser shall have received an executed counterpart of the Noncompetition and Confidentiality Agreement from Allied Surgical Centers, Inc. and Spectrum Personnel, Inc.
Noncompetition and Confidentiality Agreement. Purchaser shall have received an executed counterpart of the Noncompetition and Confidentiality Agreement from Allied Surgical Centers, Inc. and Spectrum Personnel, Inc Amended and Restated Partnership Agreement. The Partnership, Sellers and Purchaser shall have entered into an Amended and Restated Partnership Agreement for the Partnership, to address commercially reasonable issues, such as reasonable redemption provisions, reasonable redemption prices and restrictive covenants, and with all terms of the Amended and Restated Partnership Agreement meeting with the approval of Purchaser
