Noncompetition Confidential Information. (a) Executive hereby covenants and agrees with BancorpSouth that beginning with the Effective Date and for a period of two years after the Termination Date (the “Noncompetition Period”), unless termination or resignation is initiated by Executive for Good Reason, Executive will not directly or indirectly, in any capacity whatsoever, for Executive or for any other person, firm, corporation, association or other entity, as a partner, stockholder or otherwise: (i) operate, develop or own any interest (other than the ownership of less than 5% of the equity securities of a publicly-traded company) in, or be employed by or consult with, any business which has engaged or engages in activities in any county in any state in which the Company or any Affiliate has an office or in any county in any state where Executive, at the Termination Date or for 12 months prior to the Termination Date, performed services for the Company or any Affiliate or drew customers (hereinafter, the “Territory”) constituting or relating to the establishment, ownership, management or operation of a bank or financial services business or other related business (including without limitation, solicitation of banking, insurance or securities products and services) (a “Competing Business”); (ii) compete with BancorpSouth or its Affiliates in the operation or development of any Competing Business; (iii) engage in any business as or act as a financial services professional (including without limitation the profession of commercial banker), or provide consultation or other such services concerning financial services, either on Executive’s own behalf or on behalf of any other person, firm or corporation in the Territory; (iv) call upon, communicate with an attempt to procure or otherwise attempt to procure, service or maintain, any financial services account with any known customer of the Company or its Affiliates; or (v) disclose at any time whether during either the Noncompetition Period or during the period Executive is employed by the Company or an Affiliate any confidential or secret information concerning (A) the business, affairs or operations of the Company or its Affiliates, or (B) any marketing, sales, advertising or other concepts or plans of the Company or its Affiliates.
(b) As used herein, “Confidential Information” means all technical and business information (including financial statements and related books and records, personnel records, customer lists, arrangements with customers a...
Noncompetition Confidential Information. As a condition to his employment by Employer, Employee shall execute and deliver to Employer a Confidential Information Agreement in the form of EXHIBIT "A" attached hereto.
Noncompetition Confidential Information. The Executive agrees that, in order to protect the Company's trade secrets in the field of engineered materials (e.g., high technology, lightweight structural materials and specialty chemicals and resins) and other products being manufactured or marketed by the Company or developed for manufacture or marketing at the time of the Executive's retirement or termination of employment, or the trade secrets of any business acquired by the Company within six months after retirement or termination of such employment if said acquisition was in the process of negotiation at the time of such retirement or termination (hereinafter collectively designated the "Company's Business"), at all times prior to his retirement or termination of employment and during so much of the two-year period following such retirement or termination that the Company, or any of its successors, assigns or affiliated companies carries on any portion of the Company's Business, the Executive shall not directly or indirectly, as a partner, substantial owner, employee, associate, consultant, agent or otherwise, engage in any activity related to or competitive with the Company's Business in any county in the State of California, or in any other state, territory or foreign country within which the Company carries on the Company's Business or in which any of its products are sold either prior or subsequent to the date hereof. The invalidity or unenforceability of any provision of this Section 11 shall not affect the validity or enforceability of any other provision of this Section 11, which shall remain in full force and effect.
Noncompetition Confidential Information. (a) To protect the trade secrets, confidential information and good will of the Company, and as a specific material inducement to Parent to enter into this Agreement and purchase the Shares contemplated hereby (which such Selling Shareholder acknowledges is conditioned on the noncompete contained herein), at all times during the period from the date hereof until three (3) years after the Closing (the "Restricted Period") and within each county in the State of California and each other state in which the Company is then doing business on the date such Selling Shareholder's employment with the Company terminates, the Principal Shareholders shall not:
(i) directly or indirectly, in any capacity, solicit for employment or identify to third parties any persons receiving wage compensation of any type (whether as an employee, consultant, or independent contractor), whether currently or at any time within the past twelve months from the date of the relevant action, from the Company, the Parent or any of their Affiliates;
(ii) directly or indirectly, in any capacity, accept for employment or contract for the services of, any persons receiving compensation of any type (whether as an employee, consultant, or independent contractor), whether currently or at any time within the past twelve months from the date of the relevant action, from the Company, the Parent or any of their Affiliates, unless such Principal Shareholder delivers to the Parent the reasonable placement fee of $50,000 for each such person retained;
(iii) directly or indirectly, in any capacity assist, whether for pay or otherwise, any company, corporation, organization, entity, person, partnership or individual to do that which such Person could not do directly under Subparagraphs (i) and/or (ii) above;
(iv) directly or indirectly, in any capacity engage, whether for pay or otherwise, in the same business, or any business similar to, or competitive with, the business currently conducted by the Company; provided, however, this Subparagraph (iv) shall solely apply to Michxxx Xxxxx; xx
(v) directly or indirectly, in any capacity assist, whether for pay or otherwise, other than the Parent, or any of their Affiliates, any company, corporation, organization, entity, person, partnership or individual to engage in the same business, or any business similar to or competitive with, the business conducted by the Company, provided, however, this Subparagraph (v) shall solely apply to Michxxx Xxxxx.
(b) At all time...
Noncompetition Confidential Information a. At all times while a Person is a Member (and for three (3) years after such Person is no longer a Member) neither such Person nor any Affiliate of such Person may (1) engage, directly or indirectly, in the Business, (2) contact, solicit, or direct any Person to contact or solicit, any of the customers of the Company for the purpose of providing any services that are the same or similar to those offered by the Company, or (3) solicit, or accept if offered to it with or without solicitation, the services of any individual who is an Officer or employee of the Company at the time of such solicitation or acceptance or has been an employee of the Company within the one year prior to such solicitation or
Noncompetition Confidential Information. For so long as this Agreement shall remain in effect and for a period one year thereafter:
(a) Dealer shall not, directly or indirectly, be involved as owner, partner, shareholder, joint venturer, director, employee, or otherwise, in the conduct of any business that competes with AquaCell in the territory.
(b) Dealer shall not solicit business from any of AquaCell's customers, except on behalf and for the benefit of AquaCell nor shall Dealer solicit any of Aquacell's employees or other sales representatives for the purpose of being employed by Dealer or by any party in which Dealer is an owner or employee. JCW:______ BGC_______
(c) Dealer acknowledges that certain information of AquaCell, such as AquaCell's sales manuals, price lists, customer lists and similar materials, are AquaCell's trade secrets and shall be and remain AquaCell's sole and exclusive confidential property. Dealer shall not disclose any such information to others. Dealer shall not use such confidential information in any way except in furtherance of its services on AquaCell's behalf.
(d) Dealer acknowledges that in the event of its breach, or threatened breach, of any of the provisions of Paragraphs 7(a), (b) and (c) hereof, AquaCell's remedy at law would be inadequate, and that the damages flowing from such breach would not be readily susceptible of being measured in monetary terms. Accordingly, upon Dealer's violation or threatened violation of any of the foregoing provisions, AquaCell shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach.
Noncompetition Confidential Information. From the Closing Date until the end of the fifth (5th) year following the Closing Date (the "Noncompete Period"), Seller and its Affiliates will not (directly or indirectly) participate in, 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 its name to be used by or in connection with, or Knowingly lease, sell or permit to use any real property or interest therein majority owned by Seller to, any business or enterprise engaged in providing (i) book and publication printing, pre-press, digital imaging or retouching services, (ii) any pre-press, digital imaging or re-touching services for Kero Road Accounts, McGraw Hill, Newsweek or any other "Active Account" (as defined below), or (iii) any pre-press, digital imaging or retouching services to be performed in the New York metropolitan area as controlled or directed by any advertising agency in the New York metropolitan area (the "PROSCRIBED BUSINESS" and such agreement not to compete with the Proscribed
Noncompetition Confidential Information. (a) NONCOMPETITION. Seller hereby covenants and agrees with Buyer that, at all times until the earlier of (i) three years following the Closing Date and (ii) the date on which Buyer ceases to exist (the "NONCOMPETITION PERIOD"), Seller shall not in any manner, directly or indirectly (including through entities controlled by Seller), engage in the business of the development, marketing, sale, distribution, service or support of enterprise search, knowledge management or related applications to corporations directly or through distribution partners (the "BUSINESS") (i) in any state of the United States or (ii) in any country in which Buyer currently conducts business; provided, however, that in the event of a Change of Control of Seller, this Section 14.1 shall not prohibit the party obtaining control of Seller from engaging in the Business provided that the Business either (x) existed as of such change of Control or (y) is independently developed by such party wholly separate and independent from Seller after such Change of Control. For purposes of this section, "ENGAGING IN" means actively investing in (and shall not include passively investing in any company that makes bona fide investments), soliciting customers for, owning stock or any other equity interest in, lending money to, guaranteeing the debts or obligations of, permitting one's name to be used in connection with, licensing technology or intellectual property rights or otherwise materially engaging in, either individually or in a partnership or in conjunction with any other person or entity. Subject to the foregoing, the sale, distribution and support of any Excluded Assets shall not, by itself, be deemed to be engaging in the Business or otherwise a breach of this Section 14.1. For purposes of this Section 14.1, a "CHANGE OF CONTROL" means any of the following: (1) any sale or transfer of all or substantially all of the assets of Seller; (2) any merger consolidation or other business reorganization in which the holders of Seller's outstanding voting securities immediately prior to such transaction do not hold, immediately following such transaction, securities representing 50% or more of the combined voting power of the outstanding securities of the surviving entity; (3) the acquisition by any person (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), of beneficial ownership (within the meaning of Rule 13d-3 or any...
Noncompetition Confidential Information a. You agree that for a period of one year following your termination of employment you will not participate in the management of, or maintain any interest in, any organization which offers services or products similar to those offered by the Company or its subsidiaries without the prior written approval of the Board of Directors of the Company. This subparagraph shall not apply if termination of your employment is effected by the Company without cause.
b. Upon termination of your employment, you agree not to take or retain any records, papers, files or other documents (including copies thereof) and shall not disclose to any person or entity any confidential information of any kind relating to the business, financial or other affairs of the Company or its affiliates without the prior written approval of the Board of Directors of the Company.
Noncompetition Confidential Information. At all times while a Person is a Member, neither such Person nor any Affiliate of such Person may (1) engage, directly or indirectly, in the Business, (2) contact, solicit, or direct any Person to contact or solicit, any of the customers of the Company for the purpose of providing any services that are the same or similar to those offered by the Company (and the restriction in this clause (2) will continue for eighteen (18) months after such Person is no longer a Member), or (3) solicit, or accept if offered to it with or without solicitation, the services of any individual who is an Officer or employee of the Company at the time of such solicitation or acceptance or has been an employee of the Company within the one year prior to such solicitation or acceptance (and the restriction in this clause (3) will continue for eighteen (18) months after such Person is no longer a Member). The provisions of this Section 3.2.a. shall not apply to Members in the event of dissolution or liquidation of the Company.
