Noncompetition, Trade Secrets, Etc a) During the term of this Agreement and for a period of one year after the termination of his employment with the Company for any reason whatsoever, Employee shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any client, customer, salesman or supplier of Company to cease to do business with or to terminate his employment with Company and shall not utilize for any such purpose any names and addresses of customers or clients of Company or any data on or relating to past, present or prospective (at the time of termination of Employee's employment) customers or clients of Company.
b) During the term of this Agreement, Employee shall not engage in (as a principal, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business operating within the United States, which is involved in business activities which are the same as the business activities carried on by Company, or being definitely planned by Company, including exploitation of the technology developed by Company or being developed by Company at the time of the termination of Employee's employment. However, nothing contained in this paragraph 11 shall prevent Employee from holding for investment no more than five percent (5%) of any class of equity securities of a company whose securities are traded on a national securities exchange.
c) During the term of this Agreement and at all times thereafter, Employee shall not use for his personal benefit, or disclosure, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than Company, any material referred to in this paragraph 11 or any confidential information regarding the business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes of or developed by Company or any names and addresses of customers or clients or any data on or relating to past, present or prospective customers or clients or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Employee or learned or acquired by Employee while in the employ of Company.
d) Any and all writings, inventions, improvements, processes, procedures and/or techniques which Employee may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term ...
Noncompetition, Trade Secrets, Etc. During the term of this Agreement and at all times thereafter, Employee shall not use for his personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other the Company, any material or information regarding the business methods, business policies, billing and collection policies and procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes under or developed by the Company or any names and addresses of customers, or any data on or relating to past, present, or prospective customers or any other confidential information relating to or dealing with the business activities of the Company, made known to Employee or learned or acquired by Employee while in the employ of the Company. Any and all writing, inventions, improvements, processes, procedures and/or techniques which Employee may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term of this Agreement, whether during working hours or at any other time and at the request or upon the suggestion of the Company which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company. Employee shall make full disclosure to the Company of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in the Company. Employee shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist the Company so that the Company can prepare and present applications for copyright or Letters Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques.
Noncompetition, Trade Secrets, Etc. Employee hereby acknowledges that, during and solely as a result of his employment by Company, Employee will have access to confidential information and business and professional contacts. In consideration of such special and unique opportunities afforded by Company to Employee as a result of Employee's employment and the other benefits referred to in Section 12 of this Agreement, Employee hereby agrees as follows:
(a) For the duration of the Restricted Period, Employee shall not directly or indirectly (A) engage in (as a principal, shareholder, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business operating within the United States (the "Restricted Area"), which is involved in or any other business activities which are the same as, similar to or in competition with the Business, or with any business activities carried on by Company, or being definitely planned by Company, at the time of the termination of Employee's employment; provided however, that nothing contained in this Section 14 shall prevent Employee from holding for investment no more than five percent (5%) of any class of equity securities of a company whose securities are publicly traded on a national securities exchange or in a national market system; or (B) induce or attempt to influence any employee, customer, independent contractor or supplier of Company to terminate employment or any other relationship with Company.
(b) During the Term of Employment, Employee shall not, directly or indirectly, disclose or otherwise communicate to any of the clients, customers or accounts of Company, its Affiliates or any Subsidiary thereof that he is considering terminating, or has decided to terminate, employment with Company. Following the termination of Employee's employment, Company shall have sole discretion to determine who may notify the clients, customers or accounts of Company of the termination of Employee's employment, and the form, substance and timing of such notification; provided, however, that Company shall not disseminate any notice of Employee's termination for any reason other than Cause which is unfavorable to Employee's professional or personal reputation or career. Company shall inform Employee of the identity of all persons or entities to be so notified and provide to Employee a copy of any written notice to such persons or entities at least ten business days prior to its dissemination to allow Employee to object to or oth...
Noncompetition, Trade Secrets, Etc. (a) Except as provided in the final sentence of this subparagraph (a), for a period of one year after the Effective Date, Executive shall not directly or indirectly induce or attempt to influence any employee of Company to terminate his or her employment with Company and shall not engage in (as a principal, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business operating within the States of Pennsylvania, Delaware, Maryland, Virginia, New Jersey, New York, Connecticut or Massachusetts, which is in the business of case-ready meat processing. However, nothing contained in this Paragraph 12 shall prevent Employee from holding for investment no more than five percent (5%) of any class of equity securities of a company whose securities are traded on a national securities exchange or on the NASDAQ National Market. The non-competition period set forth in the first sentence of this subparagraph (a) shall terminate on October 31, 2000 if the Company has not terminated the Guarantee and release the Collateral on or before such date.
(b) At all times after the Effective Date, Executive shall not use for his personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than the Company, any material referred to in Paragraph 11 above or any information not in the possession of Executive prior to the formation of the Company or not known generally in the industry regarding the proprietary business methods, policies, procedures, techniques, research or development projects or results, trade secrets, or other proprietary knowledge or processes of the Company or developed strictly by the Company for the Company or any names and addresses of customers or clients exclusive to the Company, any proprietary data on or relating to past, present or prospective customers or clients, or any other confidential proprietary information relating to or dealing with the business operations or activities of Company, made known to Executive which was learned or acquired by Executive solely while in the employ of Company.
(c) Any and all reports, plans, budgets, writings, inventions, improvements, processes, procedures and/or techniques which Executive has made, conceived, discovered or developed, either solely or jointly with any other person or persons, solely during the term of his employment with the Company and whether at the request or upo...
Noncompetition, Trade Secrets, Etc. In consideration of the employment of Executive by Company, Executive hereby agrees as follows:
11.1. For so long as Executive remains an employee of Company and, unless and to the extent waived by the Chairman of the Board, in his sole discretion, for a period of eighteen (18) months after termination of Executive's employment with Company for any reason (other than termination by Company for Cause, in which event the foregoing eighteen (18) month time period shall be twelve (12) months, unless the Chairman of the Board, in his sole discretion, elects to extend such twelve (12) month period to eighteen (18) months) (the "Restricted Period"), Executive shall not directly or indirectly (i) engage in (as a principal, shareholder, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business operating within any county within any state in the United States in which Company or any Affiliate conducts business or within any county adjoining any such county (the "Restricted Area"), which competes with Company or any Affiliate; provided, however, that nothing contained in this Section 11 shall prevent Executive from holding or owning (directly or indirectly) for passive investment no more than ten percent (10%) of any class of equity securities of a company whose securities are publicly traded on a national securities exchange or in a national market system; or (ii) induce or attempt to influence any employee, customer, independent contractor or supplier of Company or any Affiliate to terminate employment or any other relationship with Company or any Affiliate. Executive acknowledges that Company and its Affiliates intend to expand the areas in which they conduct business. The Chairman of the Board shall notify Executive in writing (i) within thirty (30) Business Days of Executive's termination whether all or any part of the Restricted Period is being waived and (ii) not less than thirty (30) Business Days prior to the end of the twelve (12) month Restricted Period for Cause, whether such period is being extended by six (6) months.
11.2. Executive shall not use for Executive's personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than Company, any "Confidential Information," which term shall mean any information regarding the business methods, business policies, policies, procedures, techniques, research or developmen...
Noncompetition, Trade Secrets, Etc. Executive hereby acknowledges that during his employment by the Company, Executive will have access to confidential information and business and professional contacts. In consideration of Executive's employment and the special and unique opportunities afforded by Company to Executive as a result of Executive's employment, the Executive hereby agrees as follows:
Noncompetition, Trade Secrets, Etc. Employee hereby acknowledges that during his employment by the Company, Employee will have access to confidential information and business and professional contacts. In consideration of Employee’s employment and the special and unique opportunities afforded by the Company to Employee as a result of Employee’s employment, the Employee hereby agrees as follows:
Noncompetition, Trade Secrets, Etc. (a) The Sellers, the Upstream Parties and Vincent DeLuca, Alfonso DeLuca, James DeLuca and Joseph DeLuca (such four indivixxxxx xxxxx xxllxxxxxxxx xxxxxrex xx xxxxxx as thx "XxXxxx Xxxividuals") hereby agree, from and after the Closing Date hereunder, as xxxxxws:
(i) Until the date which is thirty (30) months after the Closing Date, as such period may be extended as hereinafter set forth (the "Restricted Period"), (A) Sellers, the Upstream Parties, the DeLuca Individuals and/or any entity controlling, controlled by or under common xxxxxxl with any of them (collectively, the "Seller Affiliates") shall not directly or indirectly engage in (as a principal, shareholder, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business operating within Chicago, Illinois or any other place within a 50 mile radius of Chicago, Illinois (the "Restricted Area"), which is engaged in the construction or marketing of any homes or the acquisition or development of any property for any such purpose (not including the construction, marketing, acquisition or development of housing held for lease or rental); provided, however, nothing contained in this Section 7.7 shall prevent Sellers or the Seller Affiliates from holding for investment no more than five percent (5%) of any class of equity securities of a company whose securities are publicly traded on a national securities exchange or in a national market system; (B) neither Sellers, the Upstream Parties, the DeLuca Individuals, nor any Seller Affiliate shall directly or indirectly induce or attempt to influence any employee, customer, independent contractor or supplier of the Partnership or any Subsidiary to terminate employment or any other relationship with the Partnership or any Subsidiary; and (C) Sellers, the DeLuca Individuals and the Upstream Parties shall not directly or indirectly indxxx xx attempt to induce any person who was as of May 1, 2004 an employee of the Partnership or any Subsidiary to establish an employment relationship with any other person or entity. The Sellers and the DeLuca Individuals shall not, directly or indirectly, (i) compete with Buyer for x xxxiod of twelve (12) months after the Closing Date with respect to any land listed on the Partnership's proposed land acquisition schedule attached hereto as Exhibit 7.7(b), or (ii) acquire, or make any offer to acquire, any such land.
(ii) The Sellers, the DeLuca Individuals and the Upstream Parties s...
Noncompetition, Trade Secrets, Etc. (a) During the term of this Agreement and for a period of one (1) year from the date of termination, unless the Company terminated Employee or in the event of a Change of Control, Employee shall not engage in, as a principal, partner, director, officer, agent, consult or any employee, competition with Company’s software and services developed or acquired by the Company during the term of this Agreement. Due to the nature of the business conducted by Company, Employee acknowledges that the restrictions contained herein, which have no geographic limitation, are reasonable and necessary to protect the legitimate interests of Company. Nothing contained in this Paragraph 11 shall prevent Employee from: (i) holding for investment up to five percent (5%) of any class of equity securities of a company whose equity securities are traded on a national securities exchange; or (ii) working for any consumer products’ company or any channel partner of Company as an employee or consultant.
(d) Any and all writings, improvements, processes, procedures and/or techniques which Employee may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term of this Agreement, whether during working hours or at any other time and whether at the request or upon the suggestion of the Company or otherwise, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Employee shall make full disclosure to Company of all such writings, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Company.
Noncompetition, Trade Secrets, Etc. (a) Physician shall not, directly or indirectly, during the term of this Agreement and for a period of two years after its termination for any reason whatsoever (the "Time Restriction"):
(i) induce any existing or former patient of P.C. to terminate his or her relationship with P.C.; provided, however, that Physician shall not be prohibited from treating an individual who has independently determined to terminate his or her relationship with P.C. except in the circumstances otherwise prohibited under this Paragraph 13;
(ii) induce or attempt to influence any employee, independent contractor or consultant of P.C. to terminate his or her relationship with P.C.;
(iii) induce or attempt to influence any hospital, healthcare facility, professional or other person or entity that has a referring relationship with P.C., or any HMO or other health care insurer that has an arrangement for the provision of health care services with P.C., an affiliate of P.C. or a Manager, to terminate or not to renew such relationship; or
(iv) render professional services at, on behalf of or have any interest in, directly or indirectly (as proprietor, partner, stockholder, principal, agent, broker, employee, consultant, or lender), any business or facility where neurology, magnetic resonance imaging and/or pain management services are rendered (including a private physician's office) within the Restricted Area. The Restricted Area shall mean the area within a twelve (12) mile radius of the Locations and any additional site at which Physician, at any time during the term of this Agreement, rendered substantial medical services. Nothing in the foregoing subparagraph 13(a)(iv) shall be deemed, however, to prevent Physician from owning securities of any Manager. All of the restrictive covenants contained in this subparagraph 13(a) will be terminated except for subparagraph 13(a)(iii) if the following conditions have been, and in the case of clause (z), below, continue to be, satisfied:
