Protectable Interests. (a) The Shareholders acknowledge and agree that the transactions contemplated by this Agreement will cause the transfer to Acquisition the historic business of the Company as a going concern. In acquiring the Company as a going concern, Acquisition will acquire the goodwill established by the Company including the goodwill associated with trade names and product reputations.
(b) After the Effective Time, Acquisition intends to continue substantial relationships developed by the Company and the Shareholders with specific customers.
(c) The Shareholders acknowledge and agree that, after the Effective Time, Acquisition shall transfer the assets of the historic business of the Company to itself in a liquidation of the Company, a reorganization of the Company described in Section 368(a)(1) of the Code or another form of transfer.
(d) The Shareholders know certain trade secrets of the Company as defined in Section 688.002(4), Fla. Stat., and valuable confidential business information that does not qualify as a trade secret in the operation of the Company's business.
(e) The Shareholders further acknowledge and agree that the provisions of this Article X are intended and shall be within the scope of Section 542.335, Fla. Stat., and shall be in addition to any restrictive covenants contained in any employment agreements between the Shareholders and Acquisition.
(f) The Shareholders acknowledge and agree that the Purchase Price was agreed to by Acquisition in reliance upon the Shareholders agreeing to and abiding by the provisions of this Article X.
(g) The Shareholders acknowledge and agree that the market for the business of the Company is world-wide and that prohibiting the Shareholders from competing with Acquisition or the Company is necessary to protect the investment made by Acquisition in Company Stock.
Protectable Interests. In addition to other business activities, the Virbac Group is engaged in the private label and contract manufacturing of (1) companion and livestock animal health products, and (2) home, lawn and garden products in North America. Among other duties, the Employee shall be responsible for directing the industrial operations of Virbac Corporation’s industrial facilities in the U.S., directing and supervising corporate departments including manufacturing, warehouse, distribution, and quality control at Virbac’s industrial sites, and will supervise and manage budget preparation and compliance, and enhancing the Virbac Group’s good-will and business relationships with customers, all for the benefit of the Virbac Group; and the Employee acknowledges that due to the nature of his/her employment, s/he will have special access to, contact with confidential, proprietary and trade secret information relating to the Virbac Group’s business operations and that of the Virbac Group’s customers and prospective customers. The Employee also acknowledges that the Virbac Group has incurred considerable expense and will invest considerable time and resources in developing and maintaining its confidential, proprietary and trade secret information, and its relationships with customers, and that such information and relationships are critical to the success of the Virbac Group’s business. In addition, any attempt on the part of the Employee to induce others to leave the Virbac Group’s employ, or any efforts by the Employee to interfere with the Virbac Group’s relationships with other employees, also would be harmful and damaging to the Virbac Group’s business.
Protectable Interests. Employee acknowledges and agrees that (1) complying with the restrictions contained in this Agreement will not prevent Employee from earning a living, and (2) such restrictions are necessary and reasonable (including, without limitation, with respect to geographic scope and duration) to protect the Company's valid interests (including, without limitation, relationships with customers, goodwill, the protection of trade secrets and other Confidential and Proprietary Information, protection from unfair competition, and other protectable interests).
Protectable Interests. The Executive acknowledges and agrees that (i) complying with the restrictions contained in this Agreement will not prevent the Executive from earning a living, and (ii) such restrictions are necessary and reasonable (including, without limitation, with respect to geographic scope and duration) to protect the Company’s legitimate business interests (including, without limitation, relationships with customers and clients, goodwill, the protection of trade secrets and other Confidential Information, protection from unfair competition, and other protectable interests).
Protectable Interests. The Company is in the business of developing, producing and commercializing products related to human joint replacement and soft tissue repair, a worldwide and highly competitive business. The Company has expended considerable time, effort and resources in the development of its trade secrets, confidential information, customer goodwill, and in recruiting and training its workforce. The success of the Company is dependent in large measure on the preservation of its trade secrets, confidential information, customer goodwill, and workforce. Executive has been and will be performing services for the Company in a confidential capacity and has acquired and will continue to acquire knowledge about the Company’s valuable confidential information, trade secrets, customers and its workforce. Executive recognizes the importance to the Company of protecting these assets. Therefore, the Company requires Executive to agree, as an indispensable part of this Agreement, to reasonable restrictions on Executive’s activities during the term of his engagement and for a reasonable period of time after the conclusion of this engagement and Executive hereby does agree to these restrictions.
Protectable Interests. In addition to other business activities, the Virbac Group is engaged in the private label and contract manufacturing of (1) companion and livestock animal health products, and (2) home, lawn and garden products in North America. Among other duties, the Employee shall be responsible for direct and coordinate all business development activities to obtain optimum efficiency and economy of operations, and maximize profits; plan and develop Virbac’s policies and goals through his subordinate administrative personnel; direct and coordinate, and enhancing the Virbac Group’s good-will and business relationships with customers, all for the benefit of the Virbac Group; and the Employee acknowledges that due to the nature of his/her employment, he/she will have special access to, contact with confidential, proprietary and trade secret information relating to the Virbac Group’s business operations and that of the Virbac Group’s customers and prospective customers. The Employee also acknowledges that the Virbac Group has incurred considerable expense and will invest considerable time and resources in developing and maintaining its confidential, proprietary and trade secret information, and its relationships with customers, and that such information and relationships are critical to the success of the Virbac Group’s business. In addition, any attempt on the part of the Employee to induce others to leave the Virbac Group’s employ, or any efforts by the Employee to interfere with the Virbac Group’s relationships with other employees, also would be harmful and damaging to the Virbac Group’s business.
Protectable Interests. You agree that as a top executive, you had full access to confidential information with regard to the operational, financial, business or other affairs of Company or its groups, subsidiaries, divisions, or parent companies including, without limitation, proprietary trade “know how” and secrets, financial information and models, customer base access and information, research and development, business, marketing, sales and acquisition plans, identity and qualifications of Company’s employees, sources of supply, pricing policies, proprietary operational methods, product specifications or technical processes. You further acknowledge and agree that the Company’s success is largely attributable to the ownership, use and development of this confidential information.
