PROTECTION OF GOODWILL. You acknowledge that the Company is providing you with this Option in connection with and in consideration for your promises and covenants contained herein. Specifically, in consideration for the Option, which you acknowledge provides a material incentive for you to grow, develop and protect the goodwill and confidential and proprietary information of the Company, you agree that the Option (itself and in combination with any other awards made to you) constitutes independent and sufficient consideration for all non-competition, non-solicitation and confidentiality covenants between you and the Company, and agree and acknowledge that you will fully abide by each of such covenants. You further acknowledge that your promise to fully abide by each of the protective covenants referenced above is a material inducement for the Company to provide you with the Option.
PROTECTION OF GOODWILL. You acknowledge that the Company is providing you with this Restricted Stock Award in connection with and in consideration for your promises and covenants contained herein. Specifically, in consideration for the Restricted Stock Award, which you acknowledge provides a material incentive for you to grow, develop and protect the goodwill and confidential and proprietary information of the Company, you agree that the Restricted Stock Award (itself and in combination with any other awards made to you) constitutes independent and sufficient consideration for all non-competition, non-solicitation and confidentiality covenants between you and the Company, and agree and acknowledge that you will fully abide by each of such covenants. You further acknowledge that your promise to fully abide by each of the protective covenants referenced above is a material inducement for the Company to provide you with the Restricted Stock Award.
PROTECTION OF GOODWILL. 9.1 The Seller hereby undertakes to procure that (except as otherwise agreed in writing with the Buyer) no member of the Seller's Group will either solely or jointly with any other person (either on its own account or as the agent of any other person):-
PROTECTION OF GOODWILL. The Executive acknowledges that in the course of carrying out, performing, and fulfilling his responsibilities to the Employer, the Executive will be given access to and be entrusted with Confidential Information relating to the Employer's business. The Executive recognizes that (i) the goodwill of the Employer depends upon, among other things, its keeping the Confidential Information confidential and that unauthorized disclosure of the Confidential Information would irreparably damage the Employer; and (ii) disclosure of any Confidential Information to competitors of the Employer or to the general public would be highly detrimental to the Employer. The Executive further acknowledges that in the course of performing his obligations to the Employer he will be a representative of the Employer to many clients or other persons and, in some instances, the Employer's primary contact with such clients or other persons, and as such will be responsible for maintaining or enhancing the business and/or goodwill of the Employer with those clients or other persons.
PROTECTION OF GOODWILL. 12.1 During his employment the Executive is likely to acquire Confidential Information belonging to the Company and its Affiliates and establish personal knowledge and influence with Persons dealing with the Company and its Affiliates. In these circumstances, and in order to protect the proprietary information and goodwill of the Company and the Affiliates, the Executive undertakes that he will be bound by the following restrictions.
PROTECTION OF GOODWILL. Employee acknowledges that in the course of carrying out, performing, and fulfilling his responsibilities to Employer, Employee has and will have access to and be entrusted with Confidential Information relating to Employer's Business and Clients (hereinafter defined). Employee recognizes that (i) the goodwill of Employer depends upon, among other things, its keeping the Confidential Information confidential and that unauthorized disclosure of the Confidential Information would irreparably damage Employer, and (ii) disclosure of any Confidential Information to competitors of Employer or to the general public would be highly detrimental to Employer. Employee further acknowledges that in the course of performing his obligations to Employer, he will be a representative of Employer to many of Employer's Clients and in some instances Employer's primary contact with the Client, and as such will be responsible for maintaining or enhancing the business and goodwill of Employer with those Clients.
PROTECTION OF GOODWILL. Each Licensee at all times shall use its best efforts to act and operate in a manner consistent with good business ethics, and in a manner that will reflect favorably on the Licensed Uses and on the goodwill and reputation of Licensor and the Marks. Each Licensee’s best efforts shall include at a bare minimum, but are not limited to, the prompt performance of all of its obligations under this Agreement. Each Licensee at all times shall refrain from engaging in any illegal, unethical, unfair or deceptive practices, whether with respect to the Licensed Uses or otherwise. Licensor may immediately terminate this Agreement if either Licensee does anything which in Licensor’s opinion may tarnish or diminish the goodwill associated with the Marks and/or the goodwill or reputation of Licensor.
PROTECTION OF GOODWILL. In consideration of the Buyer entering into the sale and purchase of the Shares, the Seller agrees with the Buyer that it will not, whether on its own account, or by any of its subsidiary undertakings or through any of their respective employees or agents or through any other person, firm or company either directly or indirectly and either solely or jointly with any other person (either on its own account or as the agent of any other person) and in any capacity whatsoever: for a period of three years from the Completion Date, provide services to or be employed or otherwise engaged or interested in any business which is engaged in the provision or supply of Restricted Services (or any of them) in the Restricted Territory which competes with the CTS Business. Both parties agree that the carrying on of the ICTI Business by the Seller or any member of the Seller's Group at any time after Completion shall not be in contravention of this undertaking; for a period of three years from the Completion Date, solicit or canvass away from the Buyer any person, firm or company or other organisation (which was a customer or supplier of any of the Companies in respect of the CTS Business at any time during the twelve month period prior to Completion only for the provision of Restricted Services (or any of them)); for a period of two years from the Completion Date, solicit or entice away or endeavour to solicit or entice away from the Buyer any senior manager, director, project manager or sales staff (excluding support staff) and any key employee who would be treated as a "relevant employee" for the purposes of the Model Code contained in the Listing Rules, employed or retained by any of the Companies in relation to the CTS Business on Completion, whether or not such person would commit any breach of his contract of employment or terms of engagement by reason of his leaving the service of the Buyer PROVIDED THAT this restriction will not apply to any advertisements for recruitment made available generally through any recruitment agency or advertisement available to the public; or use any trade or domain name (including but not limited to the expressions "CTS" or "Technigal") or e-mail address used by the Group at any time during the two months immediately preceding the date of this agreement solely in relation to the CTS Business or any other name intended or likely to be confused with any such trade or domain name or e-mail address; or for a period of three years followin...
PROTECTION OF GOODWILL. The Distributor shall protect and preserve the goodwill and image of the Products and to (i) conduct business in a manner that reflects favorably at all times on the Products and the reputation of the Company, Suppliers and their Affiliates; (ii) avoid deceptive, misleading, or unethical practices that are or might be detrimental to the Company Suppliers and their Affiliates, and the Products, or the public, including any disparagement of the Company, Suppliers and their Affiliates, or the Products; (iii) make no false or misleading representations with regard to the Company, Suppliers and their Affiliates, or the Products; and (iv) refrain from publishing or employing any misleading or deceptive advertising material.
PROTECTION OF GOODWILL. 15.1 In consideration of the Executive’s employment and to protect the Employer’s goodwill, the Executive agrees that he/she will not in any capacity, directly or indirectly, including as a sole trader, partner, director, shareholder, manager, employee, agent or consultant:
