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 otherwise challenge the content of the written notice and/or its dissemination. (c) Employee shall not use for Employee'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 development projects or results, historical or projected financial information, budgets, 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 Company 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, but Confidential Information shall not include information otherwise lawfully known generally by or readily accessible to the trade or the general public. All memoranda, notes, lists, records, files, documents and other papers and other like items (and all copies, extracts and summaries thereof) made or compiled by Employee or made available to Employee concerning the business of Company shall be Company's property and shall be delivered to Company promptly upon the termination of Employee's employment with Company or at any other time on request. The foregoing provisions of this Subsection 14(c) shall apply during and after the period when Employee is an employee of Company and shall be in addition to (and not a limitation of) any legally applicable protections of Company's interest in confidential information, trade secrets and the like. At the termination of Employee's employment with Company, Employee shall return to Company all copies of Confidential Information in any medium, including computer tapes and other forms of data storage. Notwithstanding the foregoing, Employee may retain records relevant to the filing of Employee's personal income taxes and Company shall grant Employee reasonable access during normal business hours, to business records of Company relevant to Employee's discharge of Employee's duties as an officer of Company or other legitimate non-competitive business purpose. (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 when Employee is an employee of Company, whether or not during working hours and whether or not at the request or upon the suggestion of Company, which relate to or are useful in connection with the Business or with any business now or hereafter during the time of Employee's employment hereunder carried on or known by Employee to be contemplated by 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, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Company. Employee shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so that Company can prepare and present applications for copyright or Letters Patent therefor and can secure such 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 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. (e) Employee acknowledges that the restrictions contained in the foregoing Subsections (a), (b), (c) and (d), in view of the nature of the business in which Company is engaged, are reasonable and necessary in order to protect the legitimate interests of Company, that their enforcement will not impose a hardship on Employee or significantly impair Employee's ability to earn a livelihood, and that any violation thereof would result in irreparable injuries to Company. Employee therefore acknowledges that, in the event of Employee's violation of any of these restrictions, Company 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 Company may be entitled. (f) If the Restricted Period or the Restricted Area specified in Subsections (a) and (b) above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such amount or the area shall be reduced by the elimination of such portion or both such reductions shall be made so that such restrictions may be enforced for such time and in such area as is adjudged to be reasonable. If Employee violates any of the restrictions contained in the foregoing Subsections (a) or (b), the Restricted Period shall be extended by a period equal to the length of time from the commencement of any such violation until such time as such violation shall be cured by Employee to the satisfaction of Company. Company shall have the right and remedy to require Employee to account for and pay over to Company all compensation, profits, monies, accruals, increments or other benefits derived or received by Employee as the result of any transactions constituting a breach of this Section 14, and Employee shall account for and pay over such amounts to Company upon Company's request therefor. Employee hereby expressly consents to the jurisdiction of any court within the Commonwealth of Pennsylvania to enforce the provisions of this Section 14, and agrees to accept service of process by mail relating to any such proceeding. Company may supply a copy of Section 14 of this Agreement to any future or prospective employer of Employee or to any person to whom Employee has supplied information if Company determines in good faith that there is a reasonable likelihood that Employee has violated or will violate such Section.
Appears in 2 contracts
Samples: Employment Agreement (Nco Group Inc), Employment Agreement (Nco Group Inc)
Noncompetition, Trade Secrets, Etc. Employee Executive hereby acknowledges that, during and solely as a result of his employment by Company, Employee Executive has had and will have access to confidential information and business and professional contactsConfidential Information as that term is defined herein. In consideration of such special and unique opportunities afforded by Company to Employee Executive as a result of Employee's Executive’s employment and the other benefits referred to in Section 12 of within this Agreement, Employee the Executive hereby agrees as follows:
(a) For From the duration date hereof until twenty-four (24) months following the termination of Executive’s employment with Company, for any or no reason, whether initiated by Executive or Company, (“Restricted Period A”);
(i) Executive shall not, for his own benefit or the Restricted Periodbenefit of any third party, Employee shall not directly or indirectly (A) engage in (as a principal, shareholder, partner, director, officer, agent, employeeExecutive, consultant or otherwise) or be financially interested in any business operating within the United States or Canada (the "“Restricted Area"”), which is involved in provides consumer convenience services materially the same as the services Company provides to third parties, or any other business activities which are materially the same as, similar to or as and which are in direct competition with the Business, or with any business activities carried on by Company, Company or being definitely planned by Company, at the time of the termination of Employee's Executive’s employment, or any other business activities which are materially the same as the Business for any of the Company’s past, present or prospective clients, customers or accounts; provided however, that nothing contained in this Section 14 12 shall prevent Employee Executive from holding for investment no more less 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 .
(Bii) induce Induce or attempt to influence any employeeExecutive, customer, independent contractor or supplier of Company to terminate employment or any other relationship with Company.
(b) . During the Term of EmploymentRestricted Period, Employee while Executive is still employed by the Company, Executive 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 has been terminated, is considering terminating, terminating or has decided to terminate, terminate employment with Company. Following .
(b) From the date hereof until twenty-four (24) months following the termination of Employee's employmentExecutive’s employment with the Company, 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 no reason, whether initiated by Executive 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 otherwise challenge the content of the written notice and/or its dissemination.
(c) Employee “Restricted Period B”), Executive shall not use for Employee's Executive’s personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association 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 development projects or results, historical or projected financial information, budgets, 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 Company customers or clients or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Employee Executive or learned or acquired by Employee Executive while in the employ of Company, but . Confidential Information shall not include (1) information otherwise lawfully known generally by or readily accessible unrelated to the trade Company which was lawfully received by Executive free of restriction from another source having the right to so furnish such Confidential Information; or (2) information after it has become generally available to the general publicpublic or to industry competitors without breach of this Agreement by the Executive; or (3) information which at the time of disclosure to the Executive was known to the Executive to be free of restriction as evidenced by documentation from the Company which the Executive possesses, or (4) information which Company agrees in writing is free of such restrictions. All memoranda, notes, lists, records, files, documents and other papers and other like items (and all copies, extracts and summaries thereof) made or compiled by Employee Executive or made available to Employee Executive concerning the business of Company shall be Company's ’s property and shall be delivered to Company promptly upon the termination of Employee's Executive’s employment with Company or at any other time on request. The foregoing provisions of this Subsection 14(c12(b) shall apply during and for a period of two (2) years after the period when Employee Executive is an employee Executive of Company and shall be in addition to (and not a limitation of) any legally applicable protections of Company's ’s interest in confidential information, trade secrets and the like. At the termination of Employee's Executive’s employment with Company, Employee Executive shall return to Company all copies of Confidential Information in any medium, including computer tapes and other forms of data storage. Notwithstanding the foregoing, Employee may retain records relevant to the filing of Employee's personal income taxes and Company shall grant Employee reasonable access during normal business hours, to business records of Company relevant to Employee's discharge of Employee's duties as an officer of Company or other legitimate non-competitive business purpose.
(dc) Any and all writings, inventions, improvements, processes, procedures and/or techniques which Employee Executive may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time when Employee Executive is an employee Executive of Company, whether or not during working hours and whether or not at the request or upon the suggestion of Company, which relate to or are useful in connection with the Business or with any business now or hereafter during the time of Employee's employment hereunder carried on or known by Employee to be contemplated by Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Employee Executive shall make full disclosure to 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 Company. Employee Executive shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so that Company can prepare and present applications for copyright or Letters Patent therefor and can secure such 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 Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee Executive shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques.
(ed) Employee Executive acknowledges that the restrictions contained in the foregoing Subsections (a), (b), (c) and (d), in view of the nature of the business in which Company is engaged, are reasonable and necessary in order to protect the legitimate interests of Company, that their enforcement will not impose a hardship on Employee Executive or significantly impair Employee's Executive’s ability to earn a livelihood, and that any violation thereof would result in irreparable injuries to Company. Employee therefore acknowledges Executive and Company acknowledge that, in the event of Employee's violation of either party believes the other party has violated any of these restrictionsthe terms of this Agreement, Company the other party shall be entitled to obtain seek from any court of competent jurisdiction jurisdiction, without attempting arbitration, 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 Company may be entitledrelief.
(fe) If the Restricted Period Periods or the Restricted Area specified in Subsections (a) and (b) above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such amount or the area shall be reduced by the elimination of such portion or both such reductions shall be made so that such restrictions may be enforced for such time and in such area as is adjudged to be reasonable. If Employee Executive violates any of the restrictions contained in the foregoing Subsections (a) or (b)Subsections, the relevant Restricted Period shall be extended by a period equal to the length of time from the commencement of any such violation until such time as such violation shall be cured by Employee Executive to the satisfaction of Company. Company shall have the right and remedy to require Employee to account for and pay over to Company all compensation, profits, monies, accruals, increments or other benefits derived or received by Employee as the result of any transactions constituting a breach of this Section 14, and Employee shall account for and pay over such amounts to Company upon Company's request therefor. Employee Executive hereby expressly consents to the jurisdiction of any court within the Commonwealth Eastern District of Pennsylvania to enforce for the provisions purpose of this seeking a preliminary or permanent injunction as described above in Section 1412(d), and agrees to accept service of process by certified mail return receipt requested relating to any such proceeding. Company may supply a copy of Section 14 12 of this Agreement to any future or prospective employer of Employee Executive or to any person to whom Employee Executive has supplied information if Company determines in good faith that there is a reasonable likelihood that Employee Executive has violated or will violate such Section.
Appears in 2 contracts
Samples: Employment Agreement (TRM Corp), Employment Agreement (TRM Corp)
Noncompetition, Trade Secrets, Etc. Employee Chairman hereby acknowledges that, during and solely as a result of his employment by service as Chairman to the Company, Employee Chairman has had and will have access to confidential information and business and professional contactsConfidential Information as that term is defined herein. In consideration of such special and unique opportunities afforded by Company to Employee Chairman as a result of Employee's employment Chairman’s service and the other benefits referred to in Section 12 of within this Agreement, Employee the Chairman hereby agrees as follows:
(a) For From the duration date hereof until twelve (12) months following the termination of Chairman’s service to the Company, for any or no reason, whether initiated by Chairman or Company (“Restricted Period”);
(i) Chairman shall not, Employee shall not for his own benefit or the benefit of any third party, directly or indirectly (A) engage in (as a principal, shareholder, partner, director, officer, agent, employeeChairman, consultant or otherwise) or be financially interested in any business operating within the United States or Canada (the "“Restricted Area"”), which is involved in provides consumer convenience services materially the same as the services Company provides to third parties, or any other business activities which are materially the same as, similar to or as and which are in direct competition with the Business, or with any business activities carried on by Company, Company or being definitely planned by Company, at the time of the termination of Employee's employmentChairman’s service, or any other business activities which are materially the same as the Business for any of the Company’s past, present or prospective clients, customers or accounts; provided however, that nothing contained in this Section 14 10 shall prevent Employee Chairman from holding for investment no more less 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 . It is acknowledged that Chairman’s service to the Bancorp, Inc. and/or Cxxxx Bros. & Co. shall not be a violation of this subsection (Bi).
(ii) induce Induce or attempt to influence any employeeChairman, customer, independent contractor or supplier of Company to terminate employment or any other relationship with Company.
(b) . During the Term of EmploymentRestricted Period, Employee Chairman 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 has been terminated, is considering terminating, terminating or has decided to terminate, employment with terminate his service to the 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 otherwise challenge the content of the written notice and/or its dissemination.
(cb) Employee Chairman shall not use for Employee's Chairman’s personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association 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 development projects or results, historical or projected financial information, budgets, 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 Company customers or clients or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Employee Chairman or learned or acquired by Employee Chairman while in providing service to the employ of Company, but . Confidential Information shall not include (1) information otherwise lawfully known generally by or readily accessible unrelated to the trade Company which was lawfully received by Chairman free of restriction from another source having the right to so furnish such Confidential Information; or (2) information after it has become generally available to the general publicpublic or to industry competitors without breach of this Agreement by the Chairman; or (3) information which at the time of disclosure to the Chairman was known to the Chairman to be free of restriction as evidenced by documentation from the Company which the Chairman possesses, or (4) information which Company agrees in writing is free of such restrictions. All memoranda, notes, lists, records, files, documents and other papers and other like items (and all copies, extracts and summaries thereof) made or compiled by Employee Chairman or made available to Employee Chairman concerning the business of Company shall be Company's ’s property and shall be delivered to Company promptly upon the termination of Employee's employment with Chairman’s service to the Company or at any other time on request. The foregoing provisions of this Subsection 14(c10(b) shall apply during and for a period of one (1) year after Chairman continues to serve as Chairman of the period when Employee is an employee of Company and shall be in addition to (and not a limitation of) any legally applicable protections of Company's ’s interest in confidential information, trade secrets and the like. At the termination of Employee's employment with Chairman’s service to the Company, Employee Chairman shall return to Company all copies of Confidential Information in any medium, including computer tapes and other forms of data storage. Notwithstanding the foregoing, Employee may retain records relevant to the filing of Employee's personal income taxes and Company shall grant Employee reasonable access during normal business hours, to business records of Company relevant to Employee's discharge of Employee's duties as an officer of Company or other legitimate non-competitive business purpose.
(dc) Any and all writings, inventions, improvements, processes, procedures and/or techniques which Employee Chairman may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time when Employee Chairman is an employee of providing service to the Company, whether or not during working hours and whether or not at the request or upon the suggestion of Company, which relate to or are useful in connection with the Business or with any business now or hereafter during the time of Employee's employment hereunder carried on or known by Employee to be contemplated by Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Employee Chairman shall make full disclosure to 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 Company. Employee Chairman shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so that Company can prepare and present applications for copyright or Letters Patent therefor and can secure such 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 Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee Chairman shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques.
(ed) Employee Chairman acknowledges that the restrictions contained in the foregoing Subsections (a), (b), (c) and (d), in view of the nature of the business in which Company is engaged, are reasonable and necessary in order to protect the legitimate interests of Company, that their enforcement will not impose a hardship on Employee Chairman or significantly impair Employee's Chairman’s ability to earn a livelihood, and that any violation thereof would result in irreparable injuries to Company. Employee therefore acknowledges Chairman and Company acknowledge that, in the event of Employee's violation of either party believes the other party has violated any of these restrictionsthe terms of this Agreement, Company the other party shall be entitled to obtain seek from any court of competent jurisdiction jurisdiction, without attempting arbitration, 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 Company may be entitledrelief.
(fe) If the Restricted Period or the Restricted Area specified in Subsections (a) and (b) above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such amount or the area shall be reduced by the elimination of such portion or both such reductions shall be made so that such restrictions may be enforced for such time and in such area as is adjudged to be reasonable. If Employee Chairman violates any of the restrictions contained in the foregoing Subsections (a) or (b)Subsections, the relevant Restricted Period shall be extended by a period equal to the length of time from the commencement of any such violation until such time as such violation shall be cured by Employee Chairman to the satisfaction of Company. Company shall have the right and remedy to require Employee to account for and pay over to Company all compensation, profits, monies, accruals, increments or other benefits derived or received by Employee as the result of any transactions constituting a breach of this Section 14, and Employee shall account for and pay over such amounts to Company upon Company's request therefor. Employee Chairman hereby expressly consents to the jurisdiction of any court within the Commonwealth Eastern District of Pennsylvania to enforce for the provisions purpose of this seeking a preliminary or permanent injunction as described above in Section 1410(d), and agrees to accept service of process by certified mail return receipt requested relating to any such proceeding. Company may supply a copy of Section 14 10 of this Agreement to any future or prospective employer of Employee Chairman or to any person to whom Employee Chairman has supplied information if Company determines in good faith that there is a reasonable likelihood that Employee Chairman has violated or will violate such Section.
Appears in 1 contract
Samples: Retainer Agreement (TRM Corp)
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 contactsConfidential Information as that term is defined herein. 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 within this Agreement, the Employee hereby agrees as follows:
(a) For From the duration date hereof until six (6) months following the termination of the Employee's employment with Company, for any or no reason, whether initiated by Employee or Company, ("Restricted PeriodPeriod A"), Employee shall not not, for his own benefit or the benefit of any third party, 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 or Canada (the "Restricted Area"), which is involved in provides telemarketing services materially the same as the services Company provides to third parties, or any other business activities which are materially the same as, similar to or as and which are in direct competition with the Business, or with any business activities carried on by Company, Company or being definitely planned by Company, at the time of the termination of Employee's employment, or any other business activities which are materially the same as the Business for any of the Company's past, present or prospective clients, customers or accounts; provided however, that nothing contained in this Section 14 12 shall prevent Employee from holding for investment no more less 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) From the date hereof until twenty-four (24) months following the termination of Employee's employment with the Company, for any or no reason, whether initiated by Employee or Company, ("Restricted Period B) "), Employee shall not, for his own benefit or the benefit of any third party, directly or indirectly, 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 "Restricted Period B", while Employee is still employed by the Term of EmploymentCompany, 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 has been terminated, is considering terminating, terminating or has decided to terminate, 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 otherwise challenge the content of the written notice and/or its dissemination.
(c) Employee shall not use for Employee'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 development projects or results, historical or projected financial information, budgets, 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 Company 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, but . Confidential Information shall not include (1) information otherwise lawfully known generally by or readily accessible unrelated to the trade Company which was lawfully received by Employee free of restriction from another source having the right to so furnish such Confidential Information; or (2) information after it has become generally available to the general publicpublic without breach of this Agreement by the Employee; or (3) information which at the time of disclosure to the Employee was known to the Employee to be free of restriction as evidenced by documentation from the Company which the Employee possesses, or (4) information which Company agrees in writing is free of such restrictions. All memoranda, notes, lists, records, files, documents and other papers and other like items (and all copies, extracts and summaries thereof) made or compiled by Employee or made available to Employee concerning the business of Company shall be Company's property and shall be delivered to Company promptly upon the termination of Employee's employment with Company or at any other time on request. The foregoing provisions of this Subsection 14(c12(c) shall apply during and for a period of five (5) years after the period when Employee is an employee of Company and shall be in addition to (and not a limitation of) any legally applicable protections of Company's interest in confidential information, trade secrets and the like. At the termination of Employee's employment with Company, Employee shall return to Company all copies of Confidential Information in any medium, including computer tapes and other forms of data storage. Notwithstanding the foregoing, Employee may retain records relevant to the filing of Employee's personal income taxes and Company shall grant Employee reasonable access during normal business hours, to business records of Company relevant to Employee's discharge of Employee's duties as an officer of Company or other legitimate non-competitive business purpose.
(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 when Employee is an employee of Company, whether or not during working hours and whether or not at the request or upon the suggestion of Company, which relate to or are useful in connection with the Business or with -11- any business now or hereafter during the time of Employee's employment hereunder carried on or known by Employee to be contemplated by 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, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Company. Employee shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so that Company can prepare and present applications for copyright or Letters Patent therefor and can secure such 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 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.
(e) Employee acknowledges that the restrictions contained in the foregoing Subsections (a), (b), (c) and (d), in view of the nature of the business in which Company is engaged, are reasonable and necessary in order to protect the legitimate interests of Company, that their enforcement will not impose a hardship on Employee or significantly impair Employee's ability to earn a livelihood, and that any violation thereof would result in irreparable injuries to Company. Employee therefore acknowledges and Company acknowledge that, in the event of Employee's violation of either party believes the other party has violated any of these restrictionsthe terms of this Agreement, Company the other party shall be entitled to obtain seek from any court of competent jurisdiction jurisdiction, without attempting arbitration, 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 Company may be entitledrelief.
(f) If the Restricted Period Periods ("A" or "B") or the Restricted Area specified in Subsections (a) and (b) above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such amount or the area shall be reduced by the elimination of such portion or both such reductions shall be made so that such restrictions may be enforced for such time and in such area as is adjudged to be reasonable. If Employee violates any of the restrictions contained in the foregoing Subsections (a) or (b), the relevant Restricted Period shall be extended by a period equal to the length of time from the commencement of any such violation until such time as such violation shall be cured by Employee to the satisfaction of Company. Company shall have the right and remedy to require Employee to account for and pay over to Company all compensation, profits, monies, accruals, increments or other benefits derived or received by Employee as the result of any transactions constituting a breach of this Section 14, and Employee shall account for and pay over such amounts to Company upon Company's request therefor. Employee hereby expressly consents to the jurisdiction of any court within the Commonwealth Eastern District of Pennsylvania to enforce for the provisions purpose of this seeking a preliminary or permanent injunction as described above in Section 1412(e), and agrees to accept service of process by mail relating to any such proceeding. Company may supply a copy of Section 14 12 of this Agreement to any future or prospective employer of Employee or to any person to whom Employee has supplied information if Company determines in good faith that there is a reasonable likelihood that Employee has violated or will violate such Section.
(g) Any prior non-competition agreement entered into by Employee is null and void as this covenant supersedes and replaces any such agreements, including the non-competition provision of the Grant of Option.
Appears in 1 contract
Noncompetition, Trade Secrets, Etc. Employee Executive hereby acknowledges that, during and solely as a result of his employment by Company, Employee Executive has had and will have access to confidential information and business and professional contactsConfidential Information as that term is defined herein. In consideration of such special and unique opportunities afforded by Company to Employee Executive as a result of Employee's Executive’s employment and the other benefits referred to in Section 12 of within this Agreement, Employee the Executive hereby agrees as follows:
(a) For From the duration date hereof until twenty-four (24) months following the termination of Executive’s employment with Company, for any or no reason, whether initiated by Executive or Company, (“Restricted Period A”);
(i) Executive shall not, for his own benefit or the Restricted Periodbenefit of any third party, Employee shall not directly or indirectly (A) engage in (as a principal, shareholder, partner, director, officer, agent, employeeExecutive, consultant or otherwise) or be financially interested in any business operating within the United States States, the United Kingdom or Canada (the "“Restricted Area"”), which is involved in provides consumer convenience services materially the same as the services Company provides to third parties, or any other business activities which are materially the same as, similar to or as and which are in direct competition with the Business, or with any business activities carried on by Company, Company or being definitely planned by Company, at the time of the termination of Employee's Executive’s employment, or any other business activities which are materially the same as the Business for any of the Company’s past, present or prospective clients, customers or accounts; provided however, that nothing contained in this Section 14 12 shall prevent Employee Executive from holding for investment no more less 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 .
(Bii) induce Induce or attempt to influence any employeeExecutive, customer, independent contractor or supplier of Company to terminate employment or any other relationship with Company.
(b) . During the Term of EmploymentRestricted Period, Employee while Executive is still employed by the Company, Executive 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 has been terminated, is considering terminating, terminating or has decided to terminate, terminate employment with Company. Following .
(b) From the date hereof until twenty-four (24) months following the termination of Employee's employmentExecutive’s employment with the Company, 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 no reason, whether initiated by Executive 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 otherwise challenge the content of the written notice and/or its dissemination.
(c) Employee “Restricted Period B”), Executive shall not use for Employee's Executive’s personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association 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 development projects or results, historical or projected financial information, budgets, 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 Company customers or clients or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Employee Executive or learned or acquired by Employee Executive while in the employ of Company, but . Confidential Information shall not include (1) information otherwise lawfully known generally by or readily accessible unrelated to the trade Company which was lawfully received by Executive free of restriction from another source having the right to so furnish such Confidential Information; or (2) information after it has become generally available to the general publicpublic or to industry competitors without breach of this Agreement by the Executive; or (3) information which at the time of disclosure to the Executive was known to the Executive to be free of restriction as evidenced by documentation from the Company which the Executive possesses, or (4) information which Company agrees in writing is free of such restrictions. All memoranda, notes, lists, records, files, documents and other papers and other like items (and all copies, extracts and summaries thereof) made or compiled by Employee Executive or made available to Employee Executive concerning the business of Company shall be Company's ’s property and shall be delivered to Company promptly upon the termination of Employee's Executive’s employment with Company or at any other time on request. The foregoing provisions of this Subsection 14(c12(b) shall apply during and for a period of two (2) years after the period when Employee Executive is an employee Executive of Company and shall be in addition to (and not a limitation of) any legally applicable protections of Company's ’s interest in confidential information, trade secrets and the like. At the termination of Employee's Executive’s employment with Company, Employee Executive shall return to Company all copies of Confidential Information in any medium, including computer tapes and other forms of data storage. Notwithstanding the foregoing, Employee may retain records relevant to the filing of Employee's personal income taxes and Company shall grant Employee reasonable access during normal business hours, to business records of Company relevant to Employee's discharge of Employee's duties as an officer of Company or other legitimate non-competitive business purpose.
(dc) Any and all writings, inventions, improvements, processes, procedures and/or techniques which Employee Executive may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time when Employee Executive is an employee Executive of Company, whether or not during working hours and whether or not at the request or upon the suggestion of Company, which relate to or are useful in connection with the Business or with any business now or hereafter during the time of Employee's employment hereunder carried on or known by Employee to be contemplated by Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Employee Executive shall make full disclosure to 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 Company. Employee Executive shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so that Company can prepare and present applications for copyright or Letters Patent therefor and can secure such 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 Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee Executive shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques.
(ed) Employee Executive acknowledges that the restrictions contained in the foregoing Subsections (a), (b), (c) and (d), in view of the nature of the business in which Company is engaged, are reasonable and necessary in order to protect the legitimate interests of Company, that their enforcement will not impose a hardship on Employee Executive or significantly impair Employee's Executive’s ability to earn a livelihood, and that any violation thereof would result in irreparable injuries to Company. Employee therefore acknowledges Executive and Company acknowledge that, in the event of Employee's violation of either party believes the other party has violated any of these restrictionsthe terms of this Agreement, Company the other party shall be entitled to obtain seek from any court of competent jurisdiction jurisdiction, without attempting arbitration, 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 Company may be entitledrelief.
(fe) If the Restricted Period Periods or the Restricted Area specified in Subsections (a) and (b) above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such amount or the area shall be reduced by the elimination of such portion or both such reductions shall be made so that such restrictions may be enforced for such time and in such area as is adjudged to be reasonable. If Employee Executive violates any of the restrictions contained in the foregoing Subsections (a) or (b)Subsections, the relevant Restricted Period shall be extended by a period equal to the length of time from the commencement of any such violation until such time as such violation shall be cured by Employee Executive to the satisfaction of Company. Company shall have the right and remedy to require Employee to account for and pay over to Company all compensation, profits, monies, accruals, increments or other benefits derived or received by Employee as the result of any transactions constituting a breach of this Section 14, and Employee shall account for and pay over such amounts to Company upon Company's request therefor. Employee Executive hereby expressly consents to the jurisdiction of any court within the Commonwealth Eastern District of Pennsylvania to enforce for the provisions purpose of this seeking a preliminary or permanent injunction as described above in Section 1412(d), and agrees to accept service of process by certified mail return receipt requested relating to any such proceeding. Company may supply a copy of Section 14 12 of this Agreement to any future or prospective employer of Employee Executive or to any person to whom Employee Executive has supplied information if Company determines in good faith that there is a reasonable likelihood that Employee Executive has violated or will violate such Section.
Appears in 1 contract
Samples: Employment Agreement (TRM Corp)
Noncompetition, Trade Secrets, Etc. Employee Executive hereby ----------------------------------- acknowledges that, during and solely as a result of his employment by Company, Employee Executive has had and will have access to confidential information and business and professional contactsConfidential Information as that term is defined herein. In consideration of such special and unique opportunities afforded by Company to Employee Executive as a result of EmployeeExecutive's employment and the other benefits referred to in Section 12 of within this Agreement, Employee the Executive hereby agrees as follows:
: (a) For From the duration date hereof until twenty four (24) months following the termination of Executive's employment with Company, for any or no reason, whether initiated by Executive or Company, ("Restricted Period A");
(i) Executive shall not, for his own benefit or the Restricted Periodbenefit of any third party, Employee shall not directly or indirectly (A) engage in (as a principal, shareholder, partner, director, officer, agent, employeeExecutive, consultant or otherwise) or be financially interested in any business operating within the United States or Canada (the "Restricted Area"), which is involved in provides telemarketing services materially the same as the services Company provides to third parties, or any other business activities which are materially the same as, similar to or as and which are in direct competition with the Business, or with any business activities carried on by Company, Company or being definitely planned by Company, at the time of the termination of EmployeeExecutive's employment, or any other business activities which are materially the same as the Business for any of the Company's past, present or prospective clients, customers or accounts; provided however, that nothing contained in this Section 14 12 shall prevent Employee Executive from holding for investment no more less 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 .
(Bii) induce Induce or attempt to influence any employeeExecutive, customer, independent contractor or supplier of Company to terminate employment or any other relationship with Company.
(b) . During the Term of EmploymentRestricted Period, Employee while Executive is still employed by the Company, Executive 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 has been terminated, is considering terminating, terminating or has decided to terminate, 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 otherwise challenge the content of the written notice and/or its dissemination.
(c) Employee shall not use for Employee'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 development projects or results, historical or projected financial information, budgets, 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 Company 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, but Confidential Information shall not include information otherwise lawfully known generally by or readily accessible to the trade or the general public. All memoranda, notes, lists, records, files, documents and other papers and other like items (and all copies, extracts and summaries thereof) made or compiled by Employee or made available to Employee concerning the business of Company shall be Company's property and shall be delivered to Company promptly upon the termination of Employee's employment with Company or at any other time on request. The foregoing provisions of this Subsection 14(c) shall apply during and after the period when Employee is an employee of Company and shall be in addition to (and not a limitation of) any legally applicable protections of Company's interest in confidential information, trade secrets and the like. At the termination of Employee's employment with Company, Employee shall return to Company all copies of Confidential Information in any medium, including computer tapes and other forms of data storage. Notwithstanding the foregoing, Employee may retain records relevant to the filing of Employee's personal income taxes and Company shall grant Employee reasonable access during normal business hours, to business records of Company relevant to Employee's discharge of Employee's duties as an officer of Company or other legitimate non-competitive business purpose.
(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 when Employee is an employee of Company, whether or not during working hours and whether or not at the request or upon the suggestion of Company, which relate to or are useful in connection with the Business or with any business now or hereafter during the time of Employee's employment hereunder carried on or known by Employee to be contemplated by 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, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Company. Employee shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so that Company can prepare and present applications for copyright or Letters Patent therefor and can secure such 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 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.
(e) Employee acknowledges that the restrictions contained in the foregoing Subsections (a), (b), (c) and (d), in view of the nature of the business in which Company is engaged, are reasonable and necessary in order to protect the legitimate interests of Company, that their enforcement will not impose a hardship on Employee or significantly impair Employee's ability to earn a livelihood, and that any violation thereof would result in irreparable injuries to Company. Employee therefore acknowledges that, in the event of Employee's violation of any of these restrictions, Company 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 Company may be entitled.
(f) If the Restricted Period or the Restricted Area specified in Subsections (a) and (b) above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such amount or the area shall be reduced by the elimination of such portion or both such reductions shall be made so that such restrictions may be enforced for such time and in such area as is adjudged to be reasonable. If Employee violates any of the restrictions contained in the foregoing Subsections (a) or (b), the Restricted Period shall be extended by a period equal to the length of time from the commencement of any such violation until such time as such violation shall be cured by Employee to the satisfaction of Company. Company shall have the right and remedy to require Employee to account for and pay over to Company all compensation, profits, monies, accruals, increments or other benefits derived or received by Employee as the result of any transactions constituting a breach of this Section 14, and Employee shall account for and pay over such amounts to Company upon Company's request therefor. Employee hereby expressly consents to the jurisdiction of any court within the Commonwealth of Pennsylvania to enforce the provisions of this Section 14, and agrees to accept service of process by mail relating to any such proceeding. Company may supply a copy of Section 14 of this Agreement to any future or prospective employer of Employee or to any person to whom Employee has supplied information if Company determines in good faith that there is a reasonable likelihood that Employee has violated or will violate such Section.
Appears in 1 contract
