Common use of Noncompetition, Trade Secrets, Etc Clause in Contracts

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. 7.1 During the term of this Agreement and for a period of three (3) year after the termination of his employment with the CORPORATION for any reason whatsoever, EMPLOYEE shall not directly or indirectly induce or attempt to influence any employee of CORPORATION to terminate his employment with CORPORATION and shall not engage in (as a principal, partner, director, officer, agent, employee, consultant, or otherwise) or be financially interested in any business which is involved in business activities carried on by the CORPORATION or being definitely planned by the CORPORATION, at the time of the termination of EMPLOYEE's employment. 7.2 During the term of this Agreement and at all times thereafter, Employee 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 than the CompanyCORPORATION, 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 CORPORATION 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 CompanyCORPORATION, made known to Employee EMPLOYEE or learned or acquired by Employee EMPLOYEE while in the employ of the Company. CORPORATION. 7.3 Any and all writingwritings, inventions, improvements, processes, procedures and/or techniques which Employee 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 CORPORATION which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the CompanyCORPORATION, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the CompanyCORPORATION. Employee EMPLOYEE shall make full disclosure to the Company CORPORATION 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 CompanyCORPORATION. Employee EMPLOYEE shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist the Company CORPORATION so that the Company CORPORATION 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 CORPORATION shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee 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. 7.4 EMPLOYEE acknowledges that the restrictions contained in the foregoing subparagraphs, in view of the nature of the business in which the CORPORATION is engaged, are reasonable and necessary in order to protect the legitimate interests of the CORPORATION, and that any violation thereof would result in irreparable injuries to the CORPORATION. The EMPLOYEE therefore acknowledges that, in the event of his violation of any of these restrictions, the CORPORATION shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits, and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the CORPORATION may be entitled. 7.5 If the period of time or the area specified above shall be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months or the area shall be reduced by the elimination of such portion thereof or both so that such restrictions may be enforced in such area and for such time as if adjudged to be reasonable. If EMPLOYEE violates any of the restrictions contained in the foregoing subparagraph, the restrictive period shall not run in favor of EMPLOYEE from the time of the commencement of any such violation until such time as such violation shall be cured by EMPLOYEE to the satisfaction of the CORPORATION.

Noncompetition, Trade Secrets, Etc. 7.1 During the term of this Agreement and for a period of two (2) year after the termination of his employment with the CORPORATION for any reason whatsoever, EMPLOYEE shall not directly or indirectly induce or attempt to influence any employee of CORPORATION to terminate his employment with CORPORATION and shall not engage in (as a principal, partner, director, officer, agent, employee, consultant, or otherwise) or be financially interested in any business which is involved in business activities carried on by the CORPORATION or being definitely planned by the CORPORATION, at the time of the termination of EMPLOYEE's employment. 7.2 During the term of this Agreement and at all times thereafter, Employee 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 than the CompanyCORPORATION, 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 CORPORATION 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 CompanyCORPORATION, made known to Employee EMPLOYEE or learned or acquired by Employee EMPLOYEE while in the employ of the Company. CORPORATION. 7.3 Any and all writingwritings, inventions, improvements, processes, procedures and/or techniques which Employee 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 CORPORATION which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the CompanyCORPORATION, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the CompanyCORPORATION. Employee EMPLOYEE shall make full disclosure to the Company CORPORATION 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 CompanyCORPORATION. Employee EMPLOYEE shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist the Company CORPORATION so that the Company CORPORATION 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 CORPORATION shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee 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. 7.4 EMPLOYEE acknowledges that the restrictions contained in the foregoing subparagraphs, in view of the nature of the business in which the CORPORATION is engaged, are reasonable and necessary in order to protect the legitimate interests of the CORPORATION, and that any violation thereof would result in irreparable injuries to the CORPORATION. The EMPLOYEE therefore acknowledges that, in the event of his violation of any of these restrictions, the CORPORATION shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits, and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the CORPORATION may be entitled. 7.5 If the period of time or the area specified above shall be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months or the area shall be reduced by the elimination of such portion thereof or both so that such restrictions may be enforced in such area and for such time as if adjudged to be reasonable. If EMPLOYEE violates any of the restrictions contained in the foregoing subparagraph, the restrictive period shall not run in favor of EMPLOYEE from the time of the commencement of any such violation until such time as such violation shall be cured by EMPLOYEE to the satisfaction of the CORPORATION.