Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms of his employment under this Agreement, he will engage in no other business activities directly or indirectly, which are competitive with or which might place him in a competing position to that of the Company, or any affiliated company. (b) The Executive realizes that during the course of his employment, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companies. Therefore, during or subsequent to his employment by the Company, or by an affiliated company, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized by the Company in writing. All records, files, business plans, documents, equipment and the like, or copies thereof, relating to Company's business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's or the affiliated company's premises without its written consent, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. The restrictions and obligations of Executive set forth in this Section 11(b) shall not apply to (i) information that is or becomes generally available and known to the industry (other than as a result of a disclosure directly or indirectly by Executive); or (ii) information that was known to Executive prior to Executive's employment by the Company or its predecessor. (c) Because of his employment by the Company, Executive shall have access to trade secrets and confidential information about the Company, its business plans, its business accounts, its business opportunities, its expansion plans into other geographical areas and its methods of doing business. Executive agrees that for a period of one (1) year after termination (regardless of any longer severance payments) or expiration of his employment, he will not, directly or indirectly, compete with the Company in its then present aviation business. (d) In the event a court of competent jurisdiction finds any provision of this Section 11 to be so overbroad as to be unenforceable, then such provision shall be reduced in scope by the court, but only to the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company with the broadest protection possible against harmful competition. (e) The Company acknowledges and agrees that during the term of this Agreement, Executive may, in his discretion, engage in other business and investment activities in addition to those contemplated by this Agreement, so long as (a) such activities do not violate the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activities, the Executive devotes such time and attention to the affairs of the Company as is reasonably necessary to discharge his duties under this Employment Agreement. (f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with the Company if his ownership interest in such company does not exceed two (2%) percent of any class of its capital stock.
Appears in 2 contracts
Samples: Executive Employment Agreement (American Aircarriers Support Inc), Executive Employment Agreement (American Aircarriers Support Inc)
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms of his employment under this Agreement, he will engage in no other business activities directly or indirectly, which are competitive with or which might place him in a competing position to that of the Company, or any affiliated company.
(b) The Executive realizes that during the course of his employment, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companies. Therefore, during or subsequent to his employment by the Company, or by an affiliated company, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized by the Company in writing. All records, files, business plans, documents, equipment and the like, or copies thereof, relating to Company's business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's or the affiliated company's premises without its written consent, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. The restrictions and obligations of Executive set forth in this Section 11(b12(b) shall not apply to (i) information that is or becomes generally available and known to the industry (other than as a result of a disclosure directly or indirectly by Executive); or (ii) information that was known to Executive prior to Executive's employment by the Company or its predecessor.
(c) Because of his employment by the Company, Executive shall have access to trade secrets and confidential information about the Company, its business plans, its business accounts, its business opportunities, its expansion plans into other geographical areas and its methods of doing business. Executive agrees that for a period of one two (12) year years after termination (regardless of any longer severance payments) or expiration of his employment, he will not, directly or indirectly, compete with the Company in its then present business or anticipated lines in the aviation business. Further, for the same two (2) year period, Executive shall not hire or entice to hire any employees of Company to any other business Executive may pursue following termination or expiration of employment.
(d) In the event a court of competent jurisdiction finds any provision of this Section 11 12 to be so overbroad as to be unenforceable, then such provision shall be reduced in scope by the court, but only to the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company with the broadest protection possible against harmful competition.
(e) The Company acknowledges and agrees that during the term of this Agreement, Executive may, in his discretion, engage in other business and investment activities in addition to those contemplated by this Agreement, so long as (a) such activities do not violate the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activities, the Executive devotes such time and attention to the affairs of the Company as is reasonably necessary to discharge his duties under this Employment Agreement.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with the Company if his ownership interest in such company does not exceed two (2%) percent of any class of its capital stock.
Appears in 2 contracts
Samples: Executive Employment Agreement (American Aircarriers Support Inc), Executive Employment Agreement (American Aircarriers Support Inc)
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms of his employment under this Agreement, he will engage in no other business activities directly or indirectly, which are competitive with or which might place him in a competing position to that of the Company, or any affiliated company.
(b) The Executive realizes that during the course of his employment, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companies. Therefore, during or subsequent to his employment by the Company, or by an affiliated company, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized by the Company in writing. All records, files, business plans, documents, equipment and the like, or copies thereof, relating to Company's business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's or the affiliated company's premises without its written consent, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. The restrictions and obligations of Executive set forth in this Section 11(b) shall not apply to (i) information that is or becomes generally available and known to the industry (other than as a result of a disclosure directly or indirectly by Executive); or (ii) information that was known to Executive prior to Executive's employment by the Company or its predecessorCompany.
(c) Because of his employment by the Company, Executive shall have access to trade secrets and confidential information about the Company, its business plans, its business accounts, its business opportunities, its expansion plans into other geographical areas and its methods of doing business. Executive agrees that for a period of one two (12) year years after termination (regardless of any longer severance payments) or expiration of his employment, he will not, directly or indirectly, compete with the Company in its then present aviation business or anticipated lines of aviation business. However, the applicability of the non-compete provisions is expressly limited by paragraph 13 below.
(d) In the event a court of competent jurisdiction finds any provision of this Section 11 to be so overbroad as to be unenforceable, then such provision shall be reduced in scope by the court, but only to the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company with the broadest protection possible against harmful competition.
(e) The Company acknowledges and agrees that during the term of this Agreement, Executive may, in his discretion, engage in other business and investment activities in addition to those contemplated by this Agreement, so long as (a) such activities do not violate the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activities, the Executive devotes such time and attention to the affairs of the Company as is reasonably necessary to discharge his duties under this Employment Agreement.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with the Company if his ownership interest in such company does not exceed two (2%) percent of any class of its capital stock.
Appears in 2 contracts
Samples: Executive Employment Agreement (American Aircarriers Support Inc), Executive Employment Agreement (American Aircarriers Support Inc)
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms of his employment under this Agreement or while receiving compensation under this Agreement, he will engage in no other business activities directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Company, or any affiliated company.
(b) The Executive realizes that during the course of his employment, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companies. Therefore, during or subsequent to his employment by the Company, Company or by an affiliated companycompany or while receiving compensation under this Agreement, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized by the Chief Executive Officer of the Company in writing. All records, files, business plans, documents, equipment and the like, or copies thereof, including copies on Company computers, relating to Company's business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's or the affiliated company's premises without its the written consentconsent of the Chief Executive Officer, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. The restrictions All equipment, software and obligations of Executive set forth in this Section 11(b) shall not apply to (i) information that is or becomes generally available and known other materials provided to the industry (other than as a result of a disclosure directly or indirectly by Executive); or (ii) information that was known to Executive prior to Executive's employment by the Company or its predecessorwill remain the property of the Company and must be available to the Company at all times for servicing, security checks, and any other purposes and the Executive agrees to turn such items over to the Company, immediately upon request.
(c) Because of his employment by the Company, Executive shall will have access to trade secrets and confidential information about the Company, its business plans, its business accountsplan, its business opportunities, and its expansion plans into other geographical areas and its methods of doing business. Executive agrees that for a period of one (1) year after termination (regardless of any longer severance payments) or expiration of his employment, he will not, directly or indirectly, indirectly compete with the Company in its then present aviation businessa business that is a "Business Opportunity" of the Company or defined in Section 4 above.
(d) The Executive further agrees that after the term of his employment, he will not disclose or make use of any proprietary information owned by the Company or necessary in the operation of the Company's products or products under development.
(e) In the event a court of competent jurisdiction finds any provision of this Section 11 9 to be so overbroad over broad as to be unenforceable, then such provision shall be reduced in scope by the court, but only to the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company with the broadest protection possible against harmful competition.
(ef) The Company acknowledges and agrees that during the term Irreparable harm should be presumed if any provision of this AgreementSection 9 is breached in any way. Damages would be difficult if not impossible to ascertain, and the faithful observance of all terms of such Section is an essential condition of employment with the Company. In light of these considerations, Executive mayacknowledges that a court of competent jurisdiction should immediately enjoin any breach of this Agreement by Executive, upon the Company's request and the Company is released from the requirement of posting any bond in his discretionconnection with temporary or interlocutory injunctive relief, engage in to the extent permitted by law. Nothing herein shall be construed as prohibiting the Company from pursuing any other business and investment activities in addition remedy available to those contemplated by this Agreementthe Company for such breach or threatened breach including, so long as (a) such activities do but not violate the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activitieslimited to, the Executive devotes such time and attention to recovery of damages from the affairs of the Company as is reasonably necessary to discharge his duties under this Employment AgreementExecutive.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with the Company if his ownership interest in such company does not exceed two (2%) percent of any class of its capital stock.
Appears in 1 contract
Samples: Executive Employment Agreement (Medix Resources Inc)
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms of his employment under this Agreement, he will to engage in no other business activities or activities, directly or indirectly, which detract from the success of Company or which are competitive with or which might place him Executive in a competing position to that of the Company, or any affiliated company.
(b) The Executive realizes that during the course of his employmentemployment under this Agreement, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companies. Therefore, during or subsequent to his Executive’s employment by the Company, or by an affiliated company, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized in writing by the Company in writingCompany. All records, files, business plans, documents, equipment and the like, or copies thereof, relating to Company's ’s business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's ’s or the affiliated company's ’s premises without its written consent, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. The restrictions and obligations of Executive set forth in this Section 11(b) shall not apply to to:
(i) information that is or becomes generally available and known to the industry or general public (other than as a result of a disclosure directly or indirectly by Executive); or or,
(ii) information that was known to Executive prior to Executive's ’s employment by the Company or its predecessor.
(c) Because of his employment by the Company, Executive shall have access to trade secrets and confidential information about the Company, its business plans, its business accounts, its business opportunities, its expansion plans into other geographical areas plans, and its methods of doing business. Executive agrees that for a period of one (1) year after termination (regardless of any longer severance payments) or expiration of his employment, he Executive will not, directly or indirectly, compete with the Company in its then present aviation business, including, but without limitation, accepting employment or consulting with any company or business that competes with the Company, or its anticipated lines of business.
(d) In the event a court of competent jurisdiction finds any provision of this Section 11 to be so overbroad over-broad as to be unenforceable, then such provision shall be reduced in scope by the court, but only to the extent deemed necessary by the court court, to render the provision reasonable and enforceable, it being the Executive's ’s intention to provide the Company with the broadest protection possible against harmful competition.
(e) The Company acknowledges and agrees that during the term of this Agreement, Executive may, in his discretion, engage in other business and investment activities in addition to those contemplated by this Agreement, so long as (a) such activities do not violate the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activities, the Executive devotes such time and attention to the affairs of the Company as is reasonably necessary to discharge his duties under this Employment Agreement.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with the Company if his ownership interest in such company does not exceed two (2%) percent of any class of its capital stock.
Appears in 1 contract
Samples: Executive Employment Agreement (Digital Recorders Inc)
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms of his employment under this Agreement, he will engage in no other business activities activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Company, or any affiliated company, without the prior written consent of the Chief Executive Officer of the Company.
(b) The Executive realizes acknowledges and agrees that (i) during the course of his employment, employment Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formulaformulae, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companies, and (ii) the unauthorized use or sale of any of such confidential or proprietary information at any time would constitute unfair competition with Company. Executive promises and agrees not to engage in any unfair competition with Company either during or after the term of this Agreement. Therefore, during or and subsequent to his employment by the Company, or by an affiliated company, the Executive agrees to hold in confidence and not to not, directly or indirectly disclose or use or indirectly, disclose, use, copy or make lists of any such information, except to the extent expressly authorized by the Company in writing. All records, files, business plansdrawings, documents, equipment equipment, and the like, or copies thereof, relating to Company's business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall be and remain the sole property of the Company, or of an affiliated company, and shall not be removed (except to allow Executive to perform his responsibilities hereunder while traveling for business purposes or otherwise working away from his office) from the Company's or the affiliated company's premises without its prior written consent, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. The restrictions and obligations of Executive set forth in this Section 11(bThis paragraph 6(b) shall not apply to (i) information that is or becomes generally available and known to survive the industry (other than as a result of a disclosure directly or indirectly by Executive); or (ii) information that was known to Executive prior to Executive's employment by the Company or its predecessor.
(c) Because of his employment by the Company, Executive shall have access to trade secrets and confidential information about the Company, its business plans, its business accounts, its business opportunities, its expansion plans into other geographical areas and its methods of doing business. Executive agrees that for a period of one (1) year after termination (regardless of any longer severance payments) or expiration of his employment, he will not, directly or indirectly, compete with the Company in its then present aviation business.
(d) In the event a court of competent jurisdiction finds any provision of this Section 11 to be so overbroad as to be unenforceable, then such provision shall be reduced in scope by the court, but only to the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company with the broadest protection possible against harmful competition.
(e) The Company acknowledges and agrees that during the term of this Agreement, Executive may, in his discretion, engage in other business and investment activities in addition to those contemplated by this Agreement, so long as (a) such activities do not violate the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activities, the Executive devotes such time and attention to the affairs of the Company as is reasonably necessary to discharge his duties under this Employment Agreement.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with the Company if his ownership interest in such company does not exceed two (2%) percent of any class of its capital stock.
Appears in 1 contract
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms of his employment under this Agreement or while receiving compensation under this Agreement, he will engage in no other business activities directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Company, or any affiliated company.. See Exhibit C.
(b) The Executive realizes that during the course of his employment, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companies. Therefore, during or subsequent to his employment by the Company, Company or by an affiliated companycompany or while receiving compensation under this Agreement, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized by the Company in writing. All records, files, business plans, documents, equipment and the like, or copies thereof, relating to Company's business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's or the affiliated company's premises without its written consent, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. The restrictions and obligations Executive further agrees that after the term of Executive set forth in this Section 11(b) shall his employment, he will not apply to (i) disclose or make use of any proprietary information that is or becomes generally available and known to the industry (other than as a result of a disclosure directly or indirectly by Executive); or (ii) information that was known to Executive prior to Executive's employment owned by the Company or its predecessornecessary in the operation of the Company's products or products under development.
(c) Because of his employment by the Company, Executive shall will have access to trade secrets and confidential information about the Company, its business plans, its business accountsplan, its business opportunities, and its expansion plans into other geographical areas and its methods of doing business. Executive agrees that for a period of one (1) year after termination (regardless of any longer severance payments) or expiration of his employment, he will not, directly or indirectly, indirectly compete with the Company in its then present aviation businessa business that is a "Business Opportunity" of the Company or defined in Section 5 above.
(d) In the event a court of competent jurisdiction finds any provision of this Section 11 to be so overbroad over broad as to be unenforceable, then such provision shall be reduced in scope by the court, but only to the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company with the broadest protection possible against harmful competition.
(e) The Company acknowledges and agrees that during the term Irreparable harm should be presumed if Section 11 of this AgreementAgreement is breached in any way. Damages would be difficult if not impossible to ascertain, and the faithful observance of all terms of such Section is an essential condition of employment with the Company. In light of these considerations, Executive mayacknowledges that a court of competent jurisdiction should immediately enjoin any breach of this Agreement by Executive, upon the Company's request and the Company is released from the requirement of posting any bond in his discretionconnection with temporary or interlocutory injunctive relief, engage in to the extent permitted by law. Nothing herein shall be construed as prohibiting the Company from pursuing any other business and investment activities in addition remedy available to those contemplated by this Agreementthe Company for such breach or threatened breach including, so long as (a) such activities do but not violate the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activitieslimited to, the Executive devotes such time and attention to recovery of damages from the affairs of the Company as is reasonably necessary to discharge his duties under this Employment AgreementExecutive.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with the Company if his ownership interest in such company does not exceed two (2%) percent of any class of its capital stock.
Appears in 1 contract
Samples: Executive Employment Agreement (Medix Resources Inc)
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms of his employment under this Agreement, he will engage in no other business activities directly or indirectly, which are competitive with or which might place him in a competing position to that of the Company, or any affiliated company.
(b) The Executive realizes that during the course of his employment, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companies. Therefore, during or subsequent to his employment by the Company, or by an affiliated company, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized by the Company in writing. All records, files, business plans, documents, equipment and the like, or copies thereof, relating to Company's business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's or the affiliated company's premises without its written consent, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. The restrictions and obligations of Executive set forth in this Section 11(b12(b) shall not apply to (i) information that is or becomes generally available and known to the sports trading card industry or the fantasy game industry (other than as a result of a disclosure directly or indirectly by Executive); or (ii) information that was known to Executive prior to Executive's employment by the Company or its predecessor.
(c) Because of his employment by the Company, Executive shall will have access to trade secrets and confidential information about the Company, its business plans, its business accounts, its business opportunities, its expansion plans into other geographical areas and its methods of doing business. Executive agrees that for a period of one (1) year after termination (regardless of any longer severance payments) or expiration of his employmentemployment (except if termination is as a result of termination by Executive with cause under Section 16), he will not, directly or indirectly, compete with the Company in its then present aviation businessthe business of designing, marketing and/or distributing NASCAR merchandise, collectible NASCAR-related sports trading cards and fantasy race games within the United States.
(d) In the event a court of competent jurisdiction finds any provision of this Section 11 12 to be so overbroad as to be unenforceable, then such provision shall be reduced in scope by the court, but only to the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company with the broadest protection possible against harmful competition.
(e) The Company acknowledges and agrees that during the term of this Agreement, Executive may, in his discretion, engage in other business and investment activities in addition to those contemplated by this Agreement, so long as (a) such activities do not violate the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activities, the Executive devotes such time and attention to the affairs of the Company as is reasonably necessary to discharge his duties under this Employment Agreement.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with the Company if his ownership interest in such company does not exceed two (2%) percent of any class of its capital stock.and
Appears in 1 contract
Samples: Executive Employment Agreement (Wheels Sports Group Inc)
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms of his employment under this Agreement, he will engage in no other business activities directly or indirectly, which are competitive with or which might place him in a competing position to that of the Company, or any affiliated company.
(b) The Executive realizes that during the course of his employment, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companiesCompany. Therefore, during or subsequent to his employment by the Company, or by an affiliated company, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized by the Company in writing. All records, files, business plans, documents, equipment and the like, or copies thereof, relating to Company's business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, Company and shall not be removed from the Company's or the affiliated company's premises without its written consent, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companiesCompany. The restrictions and obligations of Executive set forth in this Section 11(b14(b) shall not apply to (i) information that is or becomes generally available and known to the aircraft spare parts industry (other than as a result of a disclosure directly or indirectly by Executive); or (ii) information that was known to Executive prior to Executive's employment by the Company or its predecessorCompany.
(c) Because of his employment by the Company, Executive shall will have access to trade secrets and confidential information about the Company, its business plans, its business accounts, its business opportunities, its expansion plans into other geographical areas and its methods of doing business. Executive agrees that for a period of one (1) year after termination (regardless of any longer severance payments) or expiration of his employment, he will not, directly or indirectly, compete with the Company in its then present aviation business.
(d) In the event this Agreement is terminated by the Executive without cause pursuant to Paragraph 16 or by the Company pursuant to a Triggering Event (hereinafter defined), then the Executive shall have the right to terminate the non-compete agreement set forth in this Paragraph 14 by releasing the Company from its obligation to pay the Executive any severance compensation or other form of compensation otherwise payable hereunder. The Executive shall make such election within 30 days of termination without cause by the Company or upon the occurrence of a Triggering Event (hereinafter defined). The Executive's obligations under the non- compete agreement and the Company's obligation to pay severance compensation shall terminate as of the effective date of the notice described above if the Executive, in his sole discretion, provides the Company such notice.
(e) In the event a court of competent jurisdiction finds any provision of this Section 11 14 to be so overbroad as to be unenforceable, then such provision shall be reduced in scope by the court, but only to the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company with the broadest protection possible against harmful competition.
(e) The Company acknowledges and agrees that during the term of this Agreement, Executive may, in his discretion, engage in other business and investment activities in addition to those contemplated by this Agreement, so long as (a) such activities do not violate the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activities, the Executive devotes such time and attention to the affairs of the Company as is reasonably necessary to discharge his duties under this Employment Agreement.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with the Company if his ownership interest in such company does not exceed two (2%) percent of any class of its capital stock.
Appears in 1 contract
Samples: Executive Employment Agreement (American Aircarriers Support Inc)
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms of his employment under this Agreement or while receiving compensation under this Agreement, he will engage in no other business activities directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Company, or any affiliated company.
(b) The Executive realizes that during the course of his employment, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companies. Therefore, during or subsequent to his employment by the Company, Company or by an affiliated companycompany or while receiving compensation under this Agreement, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized by the Chief Executive Officer of the Company in writing. All records, files, business plans, documents, equipment and the like, or copies thereof, including copies on Company computers, relating to Company's business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's or the affiliated company's premises without its the written consentconsent of the Chief Executive Officer, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. The restrictions and obligations Executive further agrees that after the term of Executive set forth in this Section 11(b) shall his employment, he will not apply to (i) disclose or make use of any proprietary information that is or becomes generally available and known to the industry (other than as a result of a disclosure directly or indirectly by Executive); or (ii) information that was known to Executive prior to Executive's employment owned by the Company or its predecessornecessary in the operation of the Company's products or products under development.
(c) Because of his employment by the Company, Executive shall will have access to trade secrets and confidential information about the Company, its business plans, its business accountsplan, its business opportunities, and its expansion plans into other geographical areas and its methods of doing business. Executive agrees that for a period of one (1) year after termination (regardless of any longer severance payments) or expiration of his employment, he will not, directly or indirectly, indirectly compete with the Company in its then present aviation businessa business that is a "Business Opportunity" of the Company or defined in Section 4 above.
(d) In the event a court of competent jurisdiction finds any provision of this Section 11 9 to be so overbroad over broad as to be unenforceable, then such provision shall be reduced in scope by the court, but only to the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company with the broadest protection possible against harmful competition.
(e) The Company acknowledges and agrees that during the term Irreparable harm should be presumed if any provision of this AgreementSection 9 is breached in any way. Damages would be difficult if not impossible to ascertain, and the faithful observance of all terms of such Section is an essential condition of employment with the Company. In light of these considerations, Executive mayacknowledges that a court of competent jurisdiction should immediately enjoin any breach of this Agreement by Executive, upon the Company's request and the Company is released from the requirement of posting any bond in his discretionconnection with temporary or interlocutory injunctive relief, engage in to the extent permitted by law. Nothing herein shall be construed as prohibiting the Company from pursuing any other business and investment activities in addition remedy available to those contemplated by this Agreementthe Company for such breach or threatened breach including, so long as (a) such activities do but not violate the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activitieslimited to, the Executive devotes such time and attention to recovery of damages from the affairs of the Company as is reasonably necessary to discharge his duties under this Employment AgreementExecutive.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with the Company if his ownership interest in such company does not exceed two (2%) percent of any class of its capital stock.
Appears in 1 contract
Samples: Executive Employment Agreement (Medix Resources Inc)
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms of his employment heremployment under this Agreement or while receiving compensation under this Agreement, he she will engage in no other business activities directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Company, or any affiliated company.
(b) The Executive realizes that during the course of his her employment, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companies. Therefore, during or subsequent to his employment by the Company, Company or by an affiliated companycompany or while receiving compensation under this Agreement, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized by the Chief Executive Officer of the Company in writing. All records, files, business plans, documents, equipment and the like, or copies thereof, including copies on Company computers, relating to Company's business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's or the affiliated company's premises without its the written consentconsent of the Chief Executive Officer, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. The restrictions and obligations Executive further agrees that after the term of Executive set forth in this Section 11(b) shall his employment, he will not apply to (i) disclose or make use of any proprietary information that is or becomes generally available and known to the industry (other than as a result of a disclosure directly or indirectly by Executive); or (ii) information that was known to Executive prior to Executive's employment owned by the Company or its predecessornecessary in the operation of the Company's products or products under development.
(c) Because of his her employment by the Company, Executive shall will have access to trade secrets and confidential information about the Company, its business plans, its business accountsplan, its business opportunities, and its expansion plans into other geographical areas and its methods of doing business. Executive agrees that for a period of one (1) year after termination (regardless of any longer severance payments) or expiration of his employment, he she will not, directly or indirectly, indirectly compete with the Company in its then present aviation businessa business that is a "Business Opportunity" of the Company or defined in Section 4 above.
(d) In the event a court of competent jurisdiction finds any provision of this Section 11 9 to be so overbroad over broad as to be unenforceable, then such provision shall be reduced in scope by the court, but only to the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company with the broadest protection possible against harmful competition.
(e) The Company acknowledges and agrees that during the term Irreparable harm should be presumed if any provision of this AgreementSection 9 is breached in any way. Damages would be difficult if not impossible to ascertain, and the faithful observance of all terms of such Section is an essential condition of employment with the Company. In light of these considerations, Executive mayacknowledges that a court of competent jurisdiction should immediately enjoin any breach of this Agreement by Executive, upon the Company's request and the Company is released from the requirement of posting any bond in his discretionconnection with temporary or interlocutory injunctive relief, engage in to the extent permitted by law. Nothing herein shall be construed as prohibiting the Company from pursuing any other business and investment activities in addition remedy available to those contemplated by this Agreementthe Company for such breach or threatened breach including, so long as (a) such activities do but not violate the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activitieslimited to, the Executive devotes such time and attention to recovery of damages from the affairs of the Company as is reasonably necessary to discharge his duties under this Employment AgreementExecutive.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with the Company if his ownership interest in such company does not exceed two (2%) percent of any class of its capital stock.
Appears in 1 contract
Samples: Executive Employment Agreement (Medix Resources Inc)
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms of his employment under this Agreement or while receiving compensation under this Agreement, he will engage in no other business activities directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Company, or any affiliated company.
(b) The Executive realizes that during the course of his employment, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companies. Therefore, during or subsequent to his employment by the Company, Company or by an affiliated companycompany or while receiving compensation under this Agreement, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized by the Chief Executive Officer of the Company in writing. All records, files, business plans, documents, equipment and the like, or copies thereof, including copies on Company computers, relating to Company's business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's or the affiliated company's premises without its the written consentconsent of the Chief Executive Officer, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. The restrictions and obligations Executive further agrees that after the term of Executive set forth in this Section 11(b) shall his employment, he will not apply to (i) disclose or make use of any proprietary information that is or becomes generally available and known to the industry (other than as a result of a disclosure directly or indirectly by Executive); or (ii) information that was known to Executive prior to Executive's employment owned by the Company or its predecessornecessary in the operation of the Company's products or products under development.
(c) Because of his employment by the Company, Executive shall will have access to trade secrets and confidential information about the Company, its business plans, its business accountsplan, its business opportunities, and its expansion plans into other geographical areas and its methods of doing business. Executive agrees that for a period of one (1) year after termination (regardless of any longer severance payments) or expiration of his employment, he will not, directly or indirectly, indirectly compete with the Company in its then present aviation businessa business that is a "Business Opportunity" of the Company or defined in Section 4 above.
(d) In the event a court of competent jurisdiction finds any provision of this Section 11 9 to be so overbroad over broad as to be unenforceable, then such provision shall be reduced in scope by the court, but only to the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company with the broadest protection possible against harmful competition.
(e) The Company acknowledges and agrees that during the term Irreparable harm should be presumed if any provision of this AgreementSection 9 isbreached in any way. Damages would be difficult if not impossible to ascertain, and the faithful observance of all terms of such Section is an essential condition of employment with the Company. In light of these considerations, Executive mayacknowledges that a court of competent jurisdiction should immediately enjoin any breach of this Agreement by Executive, upon the Company's request and the Company is released from the requirement of posting any bond in his discretionconnection with temporary or interlocutory injunctive relief, engage in to the extent permitted by law. Nothing herein shall be construed as prohibiting the Company from pursuing any other business and investment activities in addition remedy available to those contemplated by this Agreementthe Company for such breach or threatened breach including, so long as (a) such activities do but not violate the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activitieslimited to, the Executive devotes such time and attention to recovery of damages from the affairs of the Company as is reasonably necessary to discharge his duties under this Employment AgreementExecutive.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with the Company if his ownership interest in such company does not exceed two (2%) percent of any class of its capital stock.
Appears in 1 contract
Samples: Executive Employment Agreement (Medix Resources Inc)
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms of his employment under this Agreement, he will to engage in no other business activities or activities, directly or indirectly, which detract from the success of Company or which are competitive with or which might place him Executive in a competing position to that of the Company, or any affiliated company.
(b) The Executive realizes that during the course of his employmentemployment under this Agreement, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companies. Therefore, during or subsequent to his Executive’s employment by the Company, or by an affiliated company, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized in writing by the Company in writingCompany. All records, files, business plans, documents, equipment and the like, or copies thereof, relating to Company's ’s business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's ’s or the affiliated company's ’s premises without its written consent, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. The restrictions and obligations of Executive set forth in this Section 11(b11 (b) shall not apply to to:
(i) information that is or becomes generally available and known to the industry or general public (other than as a result of a disclosure directly or indirectly by Executive); or or,
(ii) information that was known to Executive prior to Executive's ’s employment by the Company or its predecessor.. DRI Corporate Administration Office of the Chairman & CFO Sterling Plaza, Box 26 5000 Xxxxxx Xxxx; Suite 1050 Dallas, TX 75225 (t)214-378-9429 - (f)200-000-0000 wxx.xxxxxx.xxx
(c) Because of his employment by the Company, Executive shall have access to trade secrets and confidential information about the Company, its business plans, its business accounts, its business opportunities, its expansion plans into other geographical areas plans, and its methods of doing business. Executive agrees that for a period of one (1) year after termination (regardless of any longer severance payments) or expiration of his employment, he Executive will not, directly or indirectly, compete with the Company in its then present aviation business, including, but without limitation, accepting employment or consulting with any company or business that competes with the Company, or its anticipated lines of business.
(d) In the event a court of competent jurisdiction finds any provision of this Section 11 to be so overbroad over-broad as to be unenforceable, then such provision shall be reduced in scope by the court, but only to the extent deemed necessary by the court court, to render the provision reasonable and enforceable, it being the Executive's ’s intention to provide the Company with the broadest protection possible against harmful competition.
(e) The Company acknowledges and agrees that during the term of this Agreement, Executive may, in his discretion, engage in other business and investment activities in addition to those contemplated by this Agreement, so long as (a) such activities do not violate the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activities, the Executive devotes such time and attention to the affairs of the Company as is reasonably necessary to discharge his duties under this Employment Agreement.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with the Company if his ownership interest in such company does not exceed two (2%) percent of any class of its capital stock.
Appears in 1 contract
Samples: Executive Employment Agreement (Digital Recorders Inc)
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms of his employment under this Agreement, he will engage in no other business activities directly or indirectly, which are competitive with or which might place him in a competing position to that of the Company, Mobitec Group or DRI, or any affiliated company.
(b) The Executive realizes that during the course of his employment, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companiescompanies including any parent (hereinafter sometimes referred to as “Confidential Information”). Therefore, during or subsequent to his employment by the Company, or by an affiliated company, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized by the Company in writing. All records, files, business plans, documents, equipment and the like, or copies thereof, relating to Company's ’s business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's ’s or the affiliated company's ’s premises without its written consent, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. Company maintains a right at all times to examine all of Executive’s computer files, e-mail messages, telephone records, and other business-related documentation. Any discovery and review of personal e-mails and files of Executive, while unintentional, will be deleted unless pertinent to any violation by Executive of any duties and obligations hereunder. Executive accepts the risks of inadvertent discovery of personal items as set forth above. The restrictions and obligations of Executive set forth in this Section 11(b9(b) shall not apply to (i) information that is or becomes generally available and known to the industry (other than as a result of a disclosure directly or indirectly by Executive); or (ii) information that was known to Executive prior to Executive's ’s employment by the Company or its predecessor.
(c) Because of his employment by the Company, Executive shall have access to trade secrets and confidential information about the CompanyCompany and/or the Mobitec Group and DRI, its their business plans, its their business accounts, its their business opportunities, its their expansion plans into other geographical areas and lines of business and its methods of doing business. Therefore,
(i) If Termination is by Company and without cause: Executive agrees that for a period of one nine (19) year months after the 90-day notice period for termination (regardless of any longer severance payments) without cause by the Company or expiration of his employment, he will not, directly or indirectly, compete in the same or similar scope of employment with the Company in its then present aviation businessbusiness or anticipated lines of business in any geographic area in which the Company competes or has planned to do business on the effective date of termination as set forth in its most recent Strategic Business Plan provided Executive is paid a severance under the provisions of Section 12(b).
(ii) If Termination is by Company and for cause: In the case of termination for cause, Executive agrees that the non-competion period shall be twelve (12) months following termination; however, the severance compensation shall be as allowed under Section 74 of the German Commercial Code equal to fifty percent (50%) of the last year’s salary (subject to mitigation) paid monthly pursuant to the regular Company payroll; subject, however, to mitigation should Executive obtain other permissible (noncompetitive) employment during said period by the amount earned by the Executive during said period regardless of when paid or to be paid.
(iii) If Termination is by Executive: In the case of Executive terminating without cause, the non-competition period shall be for a period of nine (9) months after the three (3) month notice/compensation period of Section 12(a), during which period severance compensation shall be as allowed under Section 74 of the German Commercial Code equal to fifty percent (50%) of the last year’s salary (subject to mitigation) paid monthly pursuant to the regular Company payroll; subject, however, to mitigation should Executive obtain other permissible (noncompetitive) employment during said period by the amount earned by the Executive during said period regardless of when paid or to be paid.
(iv) Further, Executive agrees that in addition to other remedies provided herein for violation of the non-competion provisions, Company shall be released from its obligation to pay any severance and to receive a contractual penalty of €50,000 for each violation.
(v) Under all cases and forms of termination: Executive agrees for the same period that he shall in no manner solicit or contact any customer, supplier, or organization with which the Company does business for the purpose of any act which might be considered competition or which may be construed to be detrimental to the business or goodwill of the Company.
(d) In the event a court of competent jurisdiction finds any provision of this Section 11 With respect to be so overbroad as to be unenforceable, then such provision shall be reduced in scope Inventions made or conceived by the court, but only to Executive since the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company time he began work with the broadest protection possible against harmful competition.
(e) The Company acknowledges and agrees that Company, whether or not during the term hours of this Agreement, Executive may, in his discretion, engage in other business and investment activities in addition to those contemplated by this Agreement, so long as (a) such activities do not violate employment or with the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activities, the Executive devotes such time and attention to the affairs use of the Company as is reasonably necessary to discharge facilities, materials, or personnel, either solely or jointly with others during his duties under this Employment Agreement.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with employment by the Company or within one year after termination of such employment if his ownership interest in such company does not exceed two (2%) percent of based on or related to Confidential Information, and without royalty or any class of its capital stock.other consideration, the following shall apply:
Appears in 1 contract
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms of his employment under this Agreement, he will engage in no other business activities directly or indirectly, which are competitive with or which might place him in a competing position to that of the Company, or any affiliated company.
(b) The Executive realizes that during the course of his employment, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companiescompanies (hereinafter sometimes referred to as “Confidential Information”). Therefore, during or subsequent to his employment by the Company, or by an affiliated company, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized by the Company in writing. All records, files, business plans, documents, equipment and the like, or copies thereof, relating to Company's ’s business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's ’s or the affiliated company's ’s premises without its written consent, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. The restrictions and obligations of Executive set forth in this Section 11(b) shall not apply to (i) information that is or becomes generally available and known to the industry (other than as a result of a disclosure directly or indirectly by Executive); or (ii) information that was known to Executive prior to Executive's ’s employment by the Company or its predecessor.
(c) Because of his employment by the Company, Executive shall have access to trade secrets and confidential information about the Company, its business plans, its business accounts, its business opportunities, its expansion plans into other geographical areas and its methods of doing business. Executive agrees that for a period of one six (16) year months after termination (regardless of any longer severance payments) or expiration of his employment, he will not, directly or indirectly, compete with the Company in its then present aviation businessbusiness or anticipated lines of business in any geographic area in which the Company competes or has planned to do business on the effective date of termination as set forth in its most recent Strategic Business Plan. Further, he agrees for the same period that he shall in no manner solicit or contact any customer or organization with which the Company does business for the purpose of any act which might be considered competition or which may be construed to be detrimental to the business or goodwill of the Company.
(d) In the event a court of competent jurisdiction finds any provision of this Section 11 With respect to be so overbroad as to be unenforceable, then such provision shall be reduced in scope Inventions made or conceived by the court, but only to Executive since the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company time he began work with the broadest protection possible against harmful competition.
(e) The Company acknowledges and agrees that Company, whether or not during the term hours of this Agreement, Executive may, in his discretion, engage in other business and investment activities in addition to those contemplated by this Agreement, so long as (a) such activities do not violate employment or with the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activities, the Executive devotes such time and attention to the affairs use of the Company as is reasonably necessary to discharge facilities, materials, or personnel, either solely or jointly with others during his duties under this Employment Agreement.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with employment by the Company or within one year after termination of such employment if his ownership interest in such company does not exceed two (2%) percent of based on or related to Confidential Information, and without royalty or any class of its capital stock.other consideration, the following shall apply:
Appears in 1 contract
Samples: Executive Employment Agreement (Digital Recorders Inc)
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms of his employment under this Agreement, he will engage in no other business activities directly or indirectly, which are competitive with or which might place him in a competing position to that of the Company, or any affiliated company.
(b) The Executive realizes that during the course of his employment, Executive will have produced and/or have access to confidential business plans, information, business opportunity 3 3 records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companies. Therefore, during or subsequent to his employment by the Company, or by an affiliated company, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized by the Company in writing. All records, files, business plans, documents, equipment and the like, or copies thereof, relating to Company's business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's or the affiliated company's premises without its written consent, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. The restrictions and obligations of Executive set forth in this Section 11(b12(b) shall not apply to (i) information that is or becomes generally available and known to the industry (other than as a result of a disclosure directly or indirectly by Executive); or (ii) information that was known to Executive prior to Executive's employment by the Company or its predecessor.
(c) Because of his employment by the Company, Executive shall have access to trade secrets and confidential information about the Company, its business plans, its business accounts, its business opportunities, its expansion plans into other geographical areas and its methods of doing business. Executive agrees that for a period of one two (12) year years after termination (regardless of any longer severance payments) or expiration of his employment, he will not, directly or indirectly, compete with the Company in its then present aviation business or anticipated lines of business.
(d) In the event a court of competent jurisdiction finds any provision of this Section 11 12 to be so overbroad as to be unenforceable, then such provision shall be reduced in scope by the court, but only to the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company with the broadest protection possible against harmful competition.
(e) The Company acknowledges and agrees that during the term of this Agreement, Executive may, in his discretion, engage in other business and investment activities in addition to those contemplated by this Agreement, so long as (a) such activities do not violate the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activities, the Executive devotes such time and attention to the affairs of the Company as is reasonably necessary to discharge his duties under this Employment Agreement.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with the Company if his ownership interest in such company does not exceed two (2%) percent of any class of its capital stock.
Appears in 1 contract
Samples: Executive Employment Agreement (American Aircarriers Support Inc)
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms of his employment under this Agreement, he will engage in no other business activities directly or indirectly, which are competitive with or which might place him his in a competing position to that of the Company, or any affiliated company.
(b) The Executive realizes that during the course of his employment, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companiescompanies (hereinafter sometimes referred to as “Confidential Information”). Therefore, during or subsequent to his employment by the Company, or by an affiliated company, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized by the Company in writing. All records, files, business plans, documents, equipment and the like, or copies thereof, relating to Company's ’s business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's ’s or the affiliated company's ’s premises without its written consent, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. During Executive’s employment, Company maintains a right at all times, which is acknowledged by Executive, to examine all of Executive’s computer files, e-mail messages and business-related documentation on Executive’s computer or laptop provided by the Company. The restrictions and obligations of Executive set forth in this Section 11(b) shall not apply to (i) information that is or becomes generally available and known to the industry (other than as a result of a disclosure directly or indirectly by Executive); or (ii) information that was known to Executive prior to Executive's ’s employment by the Company or its predecessor.
(c) Because of his employment by the Company, Executive shall have access to trade secrets and confidential information about the Company, its business plans, its business accounts, its business opportunities, its expansion plans into other geographical areas and its methods of doing business. Executive agrees that for a period of one six (16) year months after termination (regardless of any longer severance payments) or expiration of his employment, he Executive will not, directly or indirectly, in a same or similar employment compete with the Company in its then present aviation business or anticipated lines of business in any geographic area in which Company competes or has planned to do business on the effective date of termination as set forth in its most recent Strategic Business Plan. Executive further agrees that he shall not have any direct or indirect contact with any customers of the Company for the purpose of soliciting any competing business; and Executive shall not solicit any employees of the Company to terminate their employment for any reason, whether competitive or not.
(d) In the event a court of competent jurisdiction finds any provision of this Section 11 With respect to be so overbroad as to be unenforceable, then such provision shall be reduced in scope Inventions made or conceived by the court, but only to Executive since the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company time he began work with the broadest protection possible against harmful competition.
(e) The Company acknowledges and agrees that Company, whether or not during the term hours of this Agreement, Executive may, in his discretion, engage in other business and investment activities in addition to those contemplated by this Agreement, so long as (a) such activities do not violate employment or with the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activities, the Executive devotes such time and attention to the affairs use of the Company as is reasonably necessary to discharge facilities, materials, or personnel, either solely or jointly with others during his duties under this Employment Agreement.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with employment by the Company or within one year after termination of such employment if his ownership interest in such company does not exceed two (2%) percent of based on or related to Confidential Information, and without royalty or any class of its capital stock.other consideration, the following shall apply:
Appears in 1 contract
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms of his employment under this Agreement, he will engage in no other business activities directly or indirectly, which are competitive with or which might place him in a competing position to that of the Company, or any affiliated company.
(b) The Executive realizes that during the course of his employment, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companies. Therefore, during or subsequent to his employment by the Company, or by an affiliated company, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized by the Company in writing. All records, files, business plans, documents, equipment and the like, or copies thereof, relating to Company's business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's or the affiliated company's premises without its written consent, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. The restrictions and obligations of Executive set forth in this Section 11(b12(b) shall not apply to (i) information that is or becomes generally available and known to the sports trading card industry or the fantasy game industry (other than as a result of a disclosure directly or indirectly by Executive); or (ii) information that was known to Executive prior to Executive's employment by the Company or its predecessor.
(c) Because of his employment by the Company, Executive shall will have access to trade secrets and confidential information about the Company, its business plans, its business accounts, its business opportunities, its expansion plans into other geographical areas and its methods of doing business. Executive agrees that for a period of one (1) year after termination (regardless of any longer severance payments) or expiration of his employmentemployment (except if termination is as a result of termination by Executive with cause under Section 16), he will not, directly or indirectly, compete with the Company in its then present aviation businessthe business of designing, marketing and/or distributing NASCAR merchandise, collectible NASCAR-related sports trading cards, fantasy race games and related products within the United States.
(d) In the event a court of competent jurisdiction finds any provision of this Section 11 12 to be so overbroad as to be unenforceable, then such provision shall be reduced in scope by the court, but only to the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company with the broadest protection possible against harmful competition.
(e) The Company acknowledges and agrees that during the term of this Agreement, Executive may, in his discretion, engage in other business and investment activities in addition to those contemplated by this Agreement, so long as (a) such activities do not violate the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activities, the Executive devotes such time and attention to the affairs of the Company as is reasonably necessary to discharge his duties under this Employment Agreement.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with the Company if his ownership interest in such company does not exceed two (2%) percent of any class of its capital stock.
Appears in 1 contract
Samples: Executive Employment Agreement (Wheels Sports Group Inc)
Obligations of Executive During and After Employment. (a) The In consideration of the compensation to be paid to Executive hereunder, and in recognition of the confidential and proprietary nature of the intellectual property that is the basis for the revenues of the Company and its affiliated companies, the importance of confidential business information such as its business plans and customer strategies to the Company and its affiliates, and the fact the Executive will be fully aware and intimately involved in the generation of some or all of such material, the Executive agrees that during the terms of his employment under this Agreementby the Company and for a period of one (1) year after the termination of such employment, he will engage in no other business activities not, directly or indirectly, which are competitive indirectly compete with or which might place him the Company in a competing position to business that is involved in a "Business Opportunity" of the CompanyCompany or its affiliated companies, or any affiliated companyas defined in Section 5 above.
(b) The Executive realizes that during the course of his employment, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companies. Therefore, during or subsequent to his employment by the Company, Company or by an affiliated companycompany or while receiving compensation under this Agreement, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized by the Company in writing. All records, files, business plans, documents, equipment and the like, or copies thereof, relating to Company's business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's or the affiliated company's premises without its the written consentconsent of the Chairman of the Board, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. The restrictions and obligations of Executive set forth in this Section 11(b) shall not apply to (i) information that is or becomes generally available and known to the industry (other than as a result of a disclosure directly or indirectly by Executive); or (ii) information that was known to Executive prior to Executive's employment by the Company or its predecessor.
(c) Because of his employment by the Company, Executive shall have access to trade secrets and confidential information about the Company, its business plans, its business accounts, its business opportunities, its expansion plans into other geographical areas and its methods of doing business. Executive further agrees that for a period of one (1) year after termination (regardless of any longer severance payments) or expiration the term of his employment, he will not, directly not disclose or indirectly, compete with make use of any proprietary information owned by the Company or necessary in its then present aviation businessthe operation of the Company's products or products under development.
(dc) In the event a court of competent jurisdiction finds any provision of this Section 11 to be so overbroad over broad as to be unenforceable, then such provision shall be reduced in scope by the court, but only to the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company with the broadest protection possible against harmful competition.
(ed) The Company acknowledges and agrees that during the term Irreparable harm should be presumed if Section 11 of this AgreementAgreement is breached in any way. Damages would be difficult if not impossible to ascertain, and the faithful observance of all terms of such Section is an essential condition of employment with the Company. In light of these considerations, Executive mayacknowledges that a court of competent jurisdiction should immediately enjoin any breach of this Agreement by Executive, upon the Company's request and the Company is released from the requirement of posting any bond in his discretionconnection with temporary or interlocutory injunctive relief, engage in to the extent permitted by law. Nothing herein shall be construed as prohibiting the Company from pursuing any other business and investment activities in addition remedy available to those contemplated by this Agreementthe Company for such breach or threatened breach including, so long as (a) such activities do but not violate the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activitieslimited to, the Executive devotes such time and attention to recovery of damages from the affairs of the Company as is reasonably necessary to discharge his duties under this Employment AgreementExecutive.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with the Company if his ownership interest in such company does not exceed two (2%) percent of any class of its capital stock.
Appears in 1 contract
Samples: Executive Employment Agreement (Medix Resources Inc)
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms of his employment under this Agreement, he will engage in no other business activities directly or indirectly, which are competitive with or which might place him in a competing position to that of the Company, or any affiliated company.
(b) The Executive realizes that during the course of his employment, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companies. Therefore, during or subsequent to his employment by the Company, or by an affiliated company, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized by the Company in writing. All records, files, business plans, documents, equipment and the like, or copies thereof, relating to Company's business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's or the affiliated company's premises without its written consent, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. The restrictions and obligations of Executive set forth in this Section 11(b14(b) shall not apply to (i) information that is or becomes generally available and known to the equipment leasing industry (other than as a result of a disclosure directly or indirectly by Executive); or (ii) information that was known to Executive prior to Executive's employment by the Company or its predecessor, Granite Financial, LLC.
(c) Because of his employment by the Company, Executive shall will have access to trade secrets and confidential information about the Company, its business plans, its business accounts, its business opportunities, its expansion plans into other geographical areas and its methods of doing business. Executive agrees that for a period of one (1) year year(s) after termination (regardless of any longer severance payments) or expiration of his employmentemployment (except if such termination is as a result of termination by Executive with cause under Section 17 or by the Company without cause), he will not, directly or indirectly, compete with the Company in its then present aviation business.
(d) In the event a court business of competent jurisdiction finds any provision of this Section 11 to be so overbroad as to be unenforceable, then such provision shall be reduced in scope by the court, but only to the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company with the broadest protection possible against harmful competition.
(e) The Company acknowledges and agrees that during the term of this Agreement, Executive may, in his discretion, engage in other business and investment activities in addition to those contemplated by this Agreement, so long as (a) such activities do not violate the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activities, the Executive devotes such time and attention to the affairs of the Company as is reasonably necessary to discharge his duties under this Employment Agreement.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with the Company if his ownership interest in such company does not exceed two (2%) percent of any class of its capital stock.providing equipment lease financing
Appears in 1 contract
Samples: Executive Employment Agreement (Granite Financial Inc)
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms term of his employment under this Agreement, he will engage in no other business activities directly or indirectly, which are competitive with or which might place him in a competing position to that of the Company, or any affiliated company.
(b) The Executive realizes that during the course of his employment, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companies. Therefore, during or subsequent to his employment by the Company, or by an affiliated company, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized by the Company in writing. All records, files, business plans, documents, equipment and the like, or copies thereof, relating to Company's business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's or the affiliated company's premises without its written consent, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. The restrictions and obligations of Executive set forth in this Section 11(b12(b) shall not apply to (i) information that is or becomes generally available and known to the sports trading card industry or the fantasy game industry (other than as a result of a disclosure directly or indirectly by ExecutiveExecutive in violation of this Agreement); or (ii) information that was known to Executive prior to Executive's employment by the Company or its predecessor; or (iii) information that is obtained by the Executive from a third party who was not bound by a contractual, legal or fiduciary duty of confidentiality to the Company or to any other party with respect to such information.
(c) Because of his employment by the Company, Executive shall will have access to trade secrets and confidential information about the Company, its business plans, its business accounts, its business opportunities, its expansion plans into other geographical areas and its methods of doing business. Executive agrees that for a period of one (1) year after termination (regardless of any longer severance payments) or expiration of his employmentemployment (except if termination is as a result of termination by Executive with cause under Section 16), he will not, directly or indirectly, compete with the Company in its then present aviation businessthe business of designing, marketing and/or distributing NASCAR merchandise, collectible NASCAR-related sports trading cards and related products within the United States.
(d) In the event a court of competent jurisdiction finds any provision of this Section 11 to be so overbroad as to be unenforceable, then such provision shall be reduced in scope by the court, but only to the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company with the broadest protection possible against harmful competition.
(e) The Company acknowledges and agrees that during the term of this Agreement, Executive may, in his discretion, engage in other business and investment activities in addition to those contemplated by this Agreement, so long as (a) such activities do not violate the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activities, the Executive devotes such time and attention to the affairs of the Company as is reasonably necessary to discharge his duties under this Employment Agreement.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with the Company if his ownership interest in such company does not exceed two (2%) percent of any class of its capital stock.
Appears in 1 contract
Samples: Executive Employment Agreement (Wheels Sports Group Inc)
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms term of his employment under this Agreement, he will engage in no other business activities directly or indirectly, which are competitive with or which might place him in a competing position to that of the Company, or any affiliated company.
(b) The Executive realizes that during the course of his employment, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companies. Therefore, during or subsequent to his employment by the Company, or by an affiliated company, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized by the Company in writing. All records, files, business plans, documents, equipment and the like, or copies thereof, relating to Company's business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's or the affiliated company's premises without its written consent, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. The restrictions and obligations of Executive set forth in this Section 11(b12(b) shall not apply to (i) information that is or becomes generally available and known to the sports trading card industry or the fantasy game industry (other than as a result of a disclosure directly or indirectly by ExecutiveExecutive in violation of this Agreement); or (ii) information that was known to Executive prior to Executive's employment by the Company or its predecessor; or (iii) information that is obtained by the Executive from a third party who was not bound by a contractual, legal or fiduciary duty of confidentiality to the Company or to any other party with respect to such information.
(c) Because of his employment by the Company, Executive shall will have access to trade secrets and confidential information about the Company, its business plans, its business accounts, its business opportunities, its expansion plans into other geographical areas and its methods of doing business. Executive agrees that for a period of one (1) year after termination (regardless of any longer severance payments) or expiration of his employment, he will not, directly or indirectly, compete employment (except if termination is as a result of termination by Executive with the Company in its then present aviation business.
(d) In the event a court of competent jurisdiction finds any provision of this Section 11 to be so overbroad as to be unenforceable, then such provision shall be reduced in scope by the court, but only to the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company with the broadest protection possible against harmful competition.
(e) The Company acknowledges and agrees that during the term of this Agreement, Executive may, in his discretion, engage in other business and investment activities in addition to those contemplated by this Agreement, so long as (a) such activities do not violate the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activities, the Executive devotes such time and attention to the affairs of the Company as is reasonably necessary to discharge his duties under this Employment Agreement.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with the Company if his ownership interest in such company does not exceed two (2%) percent of any class of its capital stock.cause under
Appears in 1 contract
Samples: Executive Employment Agreement (Wheels Sports Group Inc)
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms of his her employment under this Agreement, he she will engage in no other business activities directly or indirectly, which are competitive with or which might place him her in a competing position to that of the Company, or any affiliated company.
(b) The Executive realizes that during the course of his her employment, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companies. Therefore, during or subsequent to his her employment by the Company, or by an affiliated company, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized by the Company in writing. All records, files, business plans, documents, equipment and the like, or copies thereof, relating to Company's business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's or the affiliated company's premises without its written consent, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. The restrictions and obligations of Executive set forth in this Section 11(b12(b) shall not apply to (i) information that is or becomes generally available and known to the industry (other than as a result of a disclosure directly or indirectly by Executive); or (ii) information that was known to Executive prior to Executive's employment by the Company or its predecessor.
(c) Because of his her employment by the Company, Executive shall have access to trade secrets and confidential information about the Company, its business plans, its business accounts, its business opportunities, its expansion plans into other geographical areas and its methods of doing business. Executive agrees that for a period of one two (12) year years after termination (regardless of any longer severance payments) or expiration of his her employment, he she will not, directly or indirectly, compete with the Company in its then present aviation business or anticipated lines of business.
(d) In the event a court of competent jurisdiction finds any provision of this Section 11 12 to be so overbroad as to be unenforceable, then such provision shall be reduced in scope by the court, but only to the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company with the broadest protection possible against harmful competition.
(e) The Company acknowledges and agrees that during the term of this Agreement, Executive may, in his discretion, engage in other business and investment activities in addition to those contemplated by this Agreement, so long as (a) such activities do not violate the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activities, the Executive devotes such time and attention to the affairs of the Company as is reasonably necessary to discharge his duties under this Employment Agreement.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with the Company if his ownership interest in such company does not exceed two (2%) percent of any class of its capital stock.
Appears in 1 contract
Samples: Executive Employment Agreement (American Aircarriers Support Inc)
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms of his employment under this Agreement or while receiving compensation under this Agreement, he will engage in no other business activities directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Company, or any affiliated company.
(b) The Executive realizes that during the course of his employment, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companies. Therefore, during or subsequent to his employment by the Company, Company or by an affiliated companycompany or while receiving compensation under this Agreement, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized by the Company in writing. All records, files, business plans, documents, equipment and the like, or copies thereof, relating to Company's business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's or the affiliated company's premises without its written consent, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. The restrictions and obligations of Executive set forth in this Section 11(b) shall not apply to (i) information that is or becomes generally available and known to the industry (other than as a result of a disclosure directly or indirectly by Executive); or (ii) information that was known to Executive prior to Executive's employment by the Company or its predecessor.
(c) Because of his employment by the Company, Executive shall will have access to trade secrets and confidential information about the Company, its business plansplan, its business hospital and supplemental staffing accounts, its business opportunities, its expansion plans into other geographical areas and its methods of doing business. Executive agrees that for a period of one (1) year after termination (regardless of any longer severance payments) or expiration of his employment, he will not, directly or indirectly, indirectly compete with the Company in its then present aviation businessthe business of supplemental staffing, home health, rehabilitation services, travel nurse and iHealth software related services within 100 miles of locations operated by the Company on the date of termination.
(d) In the event a court of competent jurisdiction finds any provision of this Section 11 to be so overbroad over broad as to be unenforceable, then such provision shall be reduced in scope by the court, but only to the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company with the broadest protection possible against harmful competition.
(e) The Company acknowledges and agrees that during the term of this Agreement, Executive may, in his discretion, engage in other business and investment activities in addition to those contemplated by this Agreement, so long as (a) such activities do not violate the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activities, the Executive devotes such time and attention to the affairs of the Company as is reasonably necessary to discharge his duties under this Employment Agreement.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with the Company if his ownership interest in such company does not exceed two (2%) percent of any class of its capital stock.
Appears in 1 contract
Samples: Executive Employment Agreement (Medix Resources Inc)
Obligations of Executive During and After Employment. (a) The Executive agrees that during the terms of his employment under this Agreement or while receiving compensation under this Agreement, he will engage in no other business activities directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Company, or any affiliated company.
(b) The Executive realizes that during the course of his employment, Executive will have produced and/or have access to confidential business plans, information, business opportunity records, notebooks, data, formula, specifications, trade secrets, customer lists, account lists and secret inventions and processes of the Company and its affiliated companies. Therefore, during or subsequent to his employment by the Company, Company or by an affiliated companycompany or while receiving compensation under this Agreement, the Executive agrees to hold in confidence and not to directly or indirectly disclose or use or copy or make lists of any such information, except to the extent authorized by the Chief Executive Officer of the Company in writing. All records, files, business plans, documents, equipment and the like, or copies thereof, including copies on Company computers, relating to Company's business, or the business of an affiliated company, which Executive shall prepare, or use, or come into contact with, shall remain the sole property of the Company, or of an affiliated company, and shall not be removed from the Company's or the affiliated company's premises without its the written consentconsent of the Chief Executive Officer, and shall be promptly returned to the Company upon termination of employment with the Company and its affiliated companies. The restrictions and obligations Executive further agrees that after the term of Executive set forth in this Section 11(b) shall his employment, he will not apply to (i) disclose or make use of any proprietary information that is or becomes generally available and known to the industry (other than as a result of a disclosure directly or indirectly by Executive); or (ii) information that was known to Executive prior to Executive's employment owned by the Company or its predecessornecessary in the operation of the Company's products or products under development.
(c) Because of his employment by the Company, Executive shall will have access to trade secrets and confidential information about the Company, its business plans, its business accountsplan, its business opportunities, and its expansion plans into other geographical areas and its methods of doing business. Executive agrees that for a period of one (1) year after termination (regardless of any longer severance payments) or expiration of his employment, he will not, directly or indirectly, indirectly compete with the Company in its then present aviation business.
a business that is a "Business Opportunity" of the Company or defined in Section 4 above. (d) In the event a court of competent jurisdiction finds any provision of this Section 11 9 to be so overbroad over broad as to be unenforceable, then such provision shall be reduced in scope by the court, but only to the extent deemed necessary by the court to render the provision reasonable and enforceable, it being the Executive's intention to provide the Company with the broadest protection possible against harmful competition.
(e) The Company acknowledges and agrees that during the term Irreparable harm should be presumed if any provision of this AgreementSection 9 is breached in any way. Damages would be difficult if not impossible to ascertain, and the faithful observance of all terms of such Section is an essential condition of employment with the Company. In light of these considerations, Executive mayacknowledges that a court of competent jurisdiction should immediately enjoin any breach of this Agreement by Executive, upon the Company's request and the Company is released from the requirement of posting any bond in his discretionconnection with temporary or interlocutory injunctive relief, engage in to the extent permitted by law. Nothing herein shall be construed as prohibiting the Company from pursuing any other business and investment activities in addition remedy available to those contemplated by this Agreementthe Company for such breach or threatened breach including, so long as (a) such activities do but not violate the terms of the noncompete provisions of paragraph 11(c) hereof, and (b) notwithstanding such activitieslimited to, the Executive devotes such time and attention to recovery of damages from the affairs of the Company as is reasonably necessary to discharge his duties under this Employment AgreementExecutive.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prohibit Executive, during the term hereof or during any period as to which paragraph 11(c) applies, from owning interests in any public company that engages in business competitive with the Company if his ownership interest in such company does not exceed two (2%) percent of any class of its capital stock.
Appears in 1 contract
Samples: Executive Employment Agreement (Medix Resources Inc)
