Noncompetition and Nondisclosure. Employee acknowledges that the successful development and marketing of TSC’s professional services and products require substantial time and expense. Such efforts generate for TSC valuable and proprietary information (“Confidential Information”) which gives TSC a business advantage over others who do not have such information. Confidential Information of TSC and its clients and prospects includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; methodologies; training materials; and computer software. Employee acknowledges that during the Term of Employment, he will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations which he acknowledges to be reasonably designed to protect TSC’s legitimate business interests without unnecessarily or unreasonably restricting Employee’s post-employment opportunities:
(a) Upon termination of the Term of Employment for any reason, Employee shall return all TSC property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSC’s Confidential Information;
(b) During the Term of Employment and subsequent to termination, Employee agrees to treat all such Confidential Information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee’s employment with TSC. Employee shall refrain from using or disclosing to any person, without the prior written approval of TSC’s Chief Executive Officer any Confidential Information unless at that time the information has become generally and lawfully known to TSC’s competitors;
(c) Without limiting the obligations of paragraph 8(b), Employee shall not, for a period of one year following his termination of employment for any reason, for himself or as an agent, partner or employee of any person, firm or corporation, engage in the practice of consulting or related services for any client of TSC for whom Employee performed services, or prospective TSC client to whom Employee submitted, or assisted in the submission of a proposal during the one year period preceding his termination of employment;
(d) During a one year period immediately following Employee’s termination of employment for any reason, Employee shall not induce or assist in the inducement of any TSC employee away from TSC’s emplo...
Noncompetition and Nondisclosure. (a) The Employee acknowledges that the Company has or will provide substantial training and will impart to the Employee confidential information and trade secrets
Noncompetition and Nondisclosure. The Executive agrees that as a -------------------------------- condition of his engagement he will execute simultaneously herewith and be bound by the terms of a certain Noncompetition and Nondisclosure Agreement (the "Nondisclosure Agreement") in the form attached hereto as Exhibit A, the terms of which are incorporated herein by reference.
Noncompetition and Nondisclosure. The Shareholder agrees that from the Closing Date until the end of two (2) years after the termination of the Shareholder's employment by the Surviving Corporation or Contour for any reason whatsoever (the "Noncompete Period"), the Shareholder, unless acting in accordance with Contour's prior written consent and except as an employee of, or consultant to or director of, the Surviving Corporation or of Contour, will not (directly or indirectly): (i) own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, principal, agent, representative, consultant, investor, owner, partner, manager, joint venturer or otherwise with, or permit his name to be used by or in connection with, or lease, sell or permit to use any real property or interest therein owned by the Shareholder to, any business or enterprise engaged in (or that proposes to engage in) the distribution, design, manufacture, import, sale, sourcing or marketing of medical or surgical supplies of any type or the provision of Part B Medicare billing services anywhere in the states of Tennessee, Alabama, Mississippi, Missouri or Kentucky; or (ii) disclose to anyone, or use or otherwise exploit for the Shareholder's own benefit or for the benefit of anyone other than Contour or AmeriDyne, any Confidential Information (as hereinafter defined). Notwithstanding the foregoing, the provisions of this Section 5.1 shall not be deemed to prohibit the ownership by the Shareholder of not more than five percent (5%) of any corporation having a class of securities registered pursuant to the Securities Exchange Act of 1934. For purposes hereof, "Confidential Information" means AmeriDyne's customer and supplier lists, marketing arrangements, business plans, projections, financial information, training manuals, pricing manuals, product development plans, market strategies, internal performance statistics and other competitively sensitive information concerning AmeriDyne which is material to AmeriDyne and not generally known by the public, whether or not in written or tangible form. The Shareholder acknowledges that (i) the provisions of this Section 5.1 are reasonable and necessary to protect the legitimate interest of Contour, (ii) any violation of this Section 5.1 will result in irreparable injury to Contour and AmeriDyne and that damages at law would not be reasonable or adequate compensation to Contour ...
Noncompetition and Nondisclosure. (a) Employee covenants and agrees that throughout the Employment Period and for a period of twelve (12) months thereafter, he will not, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, any business competing directly in the United States of America with the business conducted by the Company or any subsidiary of the Company during the Employment Period; provided, however, that Employee may own not more than 5% of the outstanding securities of any class of any corporation engaged in any such business, if such securities are listed on a national securities exchange or regularly traded in the Over the Counter market by a member of a national securities association.
(b) Employee covenants and agrees that, (i) throughout the Employment Period, he will not directly or indirectly solicit, entice or induce any person (collectively, "Solicit") who during the Employment Period is associated with, employed by or is a customer of the Company or any subsidiary, and (ii) for a period of twelve (12) months following the Employment Period, he will not Solicit any person who is, or within the last three months of Employee's employment by the Company was, associated with, employed by, or was a customer of the Company or any subsidiary of the Company, in each case, to leave the employ of, terminate his association or its relationship with the Company, or any subsidiary of the Company, or solicit the employment or business of any such person on his own behalf or on behalf of any other business enterprise.
(c) Employee covenants and agrees that, throughout the Employment Period and at all times thereafter, he will not use, or disclose to any third party, trade secrets or confidential information of the Company, including, but not limited to, confidential information or trade secrets belonging or relating to the Company, its subsidiaries, affiliates, customers and clients or proprietary processes or procedures of the Company, its subsidiaries, affiliates, customers and clients, or the Company's or its subsidiaries' business, business plans, investments, customers, strategies, operations, records, financial information, assets, technology, data and information that reveals the processes, methodologies, technology or know-how of the Company or its subsidiaries. Trade secrets and confidential information shall include, but shall not be limited to, all information which is known or intended to be known onl...
Noncompetition and Nondisclosure. Employee acknowledges that the successful development, marketing, sale and performance of eLoyalty’s professional services and products require substantial time and expense. Such efforts generate for eLoyalty valuable and proprietary information that gives eLoyalty a business advantage over others who do not have such information. In addition, in connection with its provision of proposals, services and products to its customers and prospective customers, eLoyalty comes into possession of valuable and proprietary information of its customers, prospective customers, suppliers and business partners. All such information, whether of eLoyalty or its customers, prospective customers, suppliers or business partners is referred to herein as “Confidential Information” and includes, but is not limited to, the following: business plans and strategies, prospective or actual opportunities, proposals, deliverables, methodologies, training materials, other intellectual property, the nature, identity and requirements of customers, clients, suppliers and business partners, computer software, financial data of any nature, and any information of others that eLoyalty is obligated, contractually or otherwise, to treat in a confidential manner, in each case in whatever form, whether oral, written, graphic, recorded, photographic, machine readable or otherwise, and whether or not marked or otherwise labeled “confidential” or specifically indicated as being confidential and/or proprietary in nature. The term “Confidential Information” also includes all notes, analyses, compilations, studies, interpretations or other materials to the extent such materials contain or are based on other Confidential Information. Employee acknowledges that during the Term of Employment, Employee will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations which Employee acknowledges to be reasonably designed to protect eLoyalty’s legitimate business interests without unnecessarily or unreasonably restricting Employee’s post-employment opportunities:
(a) Upon termination of the Term of Employment for any reason, Employee shall return all eLoyalty property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any Confidential Information.
(b) During the Term of Employment and at all times thereafter, Employee shall treat all such Confidential Information a...
Noncompetition and Nondisclosure. The nature of Employee's employment with Employer has given Employee access to trade secrets and confidential information, including information about its technology and customers. Therefore, during the one (1) year following the termination of employment without Cause or for Good Reason or for the period of the severance payment, whichever is less, Employee agrees that she will not divulge any confidential information or work directly or indirectly (as an employee, consultant, advisor or owner) for any of the following businesses or companies and their affiliates: Catalina Marketing Corporation, News America Marketing, ScanCoin Corporation, Brinks, Inc., planet U and Valassis Corporation. If within one year of the date of termination without Cause or for Good Reason or for the severance payment period, whichever is less, Employee violates this Section 8; Employee shall forfeit any remaining termination payments provided under Section 7. In addition, the Board may require that Employee forfeit to Employer any economic value realized upon exercise of options that were accelerated in connection with the Employees termination for Good Reason or without Cause.
Noncompetition and Nondisclosure. For a period of 2 years from the Closing Date and without the prior written consent of a duly authorized officer of Buyer, Seller will not (a) engage in any "ground floor" application development consulting services, DBA consulting services or other IT general consulting services (collectively, the "IT Services") for any third party customer located in the United States, which IT Services are unrelated to Seller application products, other application products resold/OEM'd by Seller, or the products of any successor to Seller's interests (including but not limited to product modifications, customizations, enhancements, interfaces, implementations, education and training on or related to Seller, third party or their successors' application products), or (b) provide general education and training services (including but not limited to Sybase/PowerBuilder, Apptivity, or Java) to third party customers located in the United States which are unrelated to Seller application products, other application products resold/OEM'd by or the products of any successor to Seller interests. The Parties agree that, notwithstanding the foregoing, Seller may provide consulting services referenced above in subsection (a) to Seller application customers, customers who purchase other application products resold/OEM'd by Seller, application customer prospects in connection with application pre-sales efforts and/or the application customers of any successors in interest to Seller or its resellers/OEMs. Seller agrees to hold in confidence any and all Confidential Information of the Business.
Noncompetition and Nondisclosure. (a) (i) The Company acknowledges that (A) the Company is one of the limited number of Persons who are intimately familiar with the Business; (B) the Company has grown and developed the Business and (C) the Business is currently conducted throughout the world.
Noncompetition and Nondisclosure. 16 SECTION 5.2. No Interference . . . . . . . . . . . . . . 17 SECTION 5.3. Tax Treatment . . . . . . . . . . . . . . . 17
