Protection of the Companys Business. The Executive acknowledges that in the course of his employment he will acquire knowledge of trade secrets and confidential data of the Company. Such trade secrets and confidential data may include, but are not limited to, confidential product information, provider contracts, customer lists, technical information, methods by which the Company proposes to compete with its business competitors, strategic and business plans, confidential reports prepared by business consultants which may reveal strengths and weaknesses of the Company and its competition and similar information relating to the Company. The Executive, in order to perform his obligations under this Agreement, must necessarily acquire knowledge of such trade secrets and confidential data, all of which the Executive acknowledges are not known outside the business of the Company, are known only to a limited group of its top executives and directors, are protected by strict measure to preserve secrecy, are of great value to the Company, are the result of the expenditure of large sums of money, are difficult for an outsider to duplicate, and disclosure of which would be extremely detrimental to the Company. The Executive covenants to keep all such trade secrets or confidential data secret and not to release such information to persons not authorized by the Company to receive such secrets and data, both during the term of this Agreement and at all times following its termination. The Executive acknowledges that trade secrets and confidential data need not be expressly marked as such by the Company.
Protection of the Companys Business. (a) The Executive will not disclose or use at any time, either during or after the Executive’s employment by the Company, any Confidential Information except for the exclusive benefit of the Company, as required by the Executive’s duties for the Company, or as the Company may consent to in writing. The Executive will cooperate with the Company to implement reasonable measures to maintain the secrecy of, and will use the Executive’s best efforts to prevent the unauthorized disclosure, use or reproduction of, all Confidential Information. In addition to the foregoing, the Executive will, at all times during or after the Executive’s employment by the Company, comply with such policies and procedures of the Company as may be adopted from time to time in accordance with applicable laws and regulations regarding the maintenance, protection, use and disclosure of Customer Information and will not take any action in violation of any such laws or regulations. The Executive will also comply with such additional requirements regarding Customer Information contained in any customer agreement to which the Company is a party, to the extent employee is notified of or otherwise aware of such additional requirements.
(b) The Executive will not during the Executive’s employment by the Company and for a period of twelve (12) consecutive months from the Date of Termination, whether such termination is at the initiative of the Executive or the Company (whether or not For Cause), directly or indirectly, in any manner or capacity, including without limitation as a proprietor, principal, agent, partner, officer, director, stockholder, employee, member of any association, consultant or otherwise, hire, engage or solicit any person who is then an employee of the Company or any Affiliated Organization or who was an employee of the Company or any Affiliated Organization at the time of the Date of Termination. General advertising, by newspaper or other medium, of an open employment or consulting position will not constitute solicitation for purposes of this Section as long as any person whom the Executive is otherwise precluded from hiring, engaging or soliciting under this Section is not hired to fill such open position.
(c) The Executive will not during the Executive’s employment by the Company and for a period of twelve (12) consecutive months from the Date of Termination, whether such termination is at the initiative of the Executive or the Company (whether or not For Cause), dire...
Protection of the Companys Business. For purposes of determining the geographic areas to protect the Company’s business in the Subsection 5.1 and Subsection 5.2 below, such protection shall be limited to locations within the United States (as Federal is a “National” Practice).
Protection of the Companys Business. In consideration of his employment by the Company, and recognizing the Company's concerns regarding the protection of its business, Employee agrees as follows:
Protection of the Companys Business. CONFIDENTIAL INFORMATION AND TRADE SECRETS; NON-SOLICITATION; AND
Protection of the Companys Business. Executive acknowledges that in the course of his employment he will acquire knowledge of trade secrets and confidential data of the Company. Such trade secrets and confidential data may include but are not limited to confidential product information, customer lists, technical information, methods by which the Company proposes to compete with its business competitors, secret strategic plans, confidential reports prepared by business consultants which may reveal strengths and weaknesses of the Company and its competition, and similar information relating to the Company's products, customers, strategies, and operations, which trade secrets and confidential data pertain to its operations throughout the United States and the world but maintain their situs in Indiana. In order to perform his obligations under this Agreement, Executive must necessarily learn such trade secrets and confidential data, all of which are extremely important to the Company, are not known outside the business of the Company, are known only to a limited group of its top executives and directors, are protected by strict measures to preserve secrecy, are of great value to the Company, are the result of the expenditure of money, time and effort thereby, are difficult for an outsider to duplicate, and disclosure of which would be extremely detrimental to the Company. Executive agrees to keep all such trade secrets or confidential data secret and not to release such information to persons not authorized by the Company to receive such secrets and data, both during his employment with the Company and at all times thereafter. Executive acknowledges that trade secrets and confidential data need not be expressly marked as such by the Company.
Protection of the Companys Business. The Executive acknowledges that during the course of his employment by the Company (prior to and during the Employment Term) he has and will occupy a position of trust and confidence. The Executive shall hold in a fiduciary capacity for the benefit of the Company and shall not disclose to others or use, whether directly or indirectly, any Confidential Information regarding the Company, except (i) as in good faith deemed necessary by the Executive to perform his duties hereunder, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which the Executive is a party, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such information, provided that the Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that shall have become public or known in the Company's industry other than by the Executive's unauthorized disclosure, or (v) to the Executive's spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance the Executive's tax, financial and other personal planning (each an "Exempt Person"), provided, however, that any disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach of this Section 10(a) by the Executive. The Executive shall take all reasonable steps to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Executive understands and agrees that the Executive shall acquire no rights to any such Confidential Information. "
Protection of the Companys Business. (a) The Executive recognizes that the guaranteed bonuses provided for in Section 5(b) are an integral portion of the consideration to be paid by the Company to the Executive.
(b) The Executive recognizes the Company’s legitimate interest in protecting, for a reasonable period of time following the termination of the Executive’s employment, the accounts of MMO Agencies, Inc. and the accounts of the Company with which the Executive will be associated during his employment. Accordingly, the Executive understands and agrees that for a period of two (2) years following the termination of his employment for any reason, except for termination without Cause as defined in Section 8(b) or by the Executive for Good Reason as defined in Section 8(c), he will not, directly or indirectly, (i) solicit, serve, sell to, divert, receive or otherwise handle insurance-related business with any individual, partnership, corporation or association that (A) is, or during the two-year period immediately preceding such termination, was an agent, client, customer or account of MMO Agencies, Inc. or of the Company’s with which the Executive was associated during his employment, or (B) is a person who has received a written proposal or solicitation from MMO Agencies, Inc. in the two (2) years immediately preceding such termination; or (ii) solicit, place, market, accept, aid, counsel or consult in the underwriting, renewal, discontinuance or replacement of any insurance (including self-insurance) by, or handle self-insurance programs, insurance claims, risk management services or other insurance administrative or service functions for, any account of MMO Agencies, Inc. or of the Company’s for which he performed any of the foregoing functions during the two-year period immediately preceding such termination.
(c) For purposes of Sections 9 and 10 all references to “the Company” shall be deemed to include NYMAGIC, INC. and its Subsidiaries. For the purposes of the covenants set forth in this Section 10, the words “directly or indirectly” as they modify a prohibited activity shall include acting as an agent, representative or employee of any enterprise, which so acts, and includes any direct or indirect participation in such acting enterprise as a material creditor, owner, lender, partner, limited partner, joint venture, or stockholder, except as a stockholder holding less than a one percent (1%) interest in a corporation whose shares are traded on a national securities exchange or quoted...
Protection of the Companys Business. (a) While in the employ of the Company and for the period specified in this Section 9(a) after the Executive leaves the employ of the Company for any reason, the Executive agrees that he is prohibited from soliciting an employee or representative of the Company to become an employee or representative of any other person, firm, corporation or entity, with respect to any services or products directly competitive with any services or products offered, sold, delivered or provided by the Company in the New York metropolitan area or geographic areas serviced by or assigned to the Executive. This restriction shall be in effect during the Executive's employment and for two (2) years subsequent to the Executive's termination of employment with the Company.
(b) While in the employ of the Company and for the period specified in this Section 9(b) after the Executive leaves the employ of the Company for any reason, the Executive agrees that he is prohibited from soliciting a client, customer, investment company shareholder or account of the Company to become a client, customer, investment company shareholder or account of any other person, firm, corporation or entity, with respect to any services or products directly competitive with any services or products offered, sold, delivered or provided by the Company in the New York metropolitan area or geographic areas serviced by or assigned to the Executive. This restriction shall be in effect during the Executive's employment and for ninety (90) days subsequent to the Executive's termination of employment with the Company, except that the restriction shall be in effect for six (6) months if the termination occurs prior to July 1, 2009 and is covered by Section 6(e) above.
(c) As used in this Section 9, "Company" shall include GAMCO Investors, Inc., GAMCO Asset Management Inc., Gabelli Funds, LLC, Gabelli Securities, Inc., Gabelli & Company, Inc., Teton Advisors, Inc., Gabelli Fixed Income L.L.C., Darien Associates L.L.C., Gabelli Fixed Income Distributors, Inc., Gabelli Fixed Income, Inc., Gabelli & Partners, LLC, GGCP, Inc. and their parents, subsidiaries, affiliates, divisions and successors.
Protection of the Companys Business. 1 NOTE: typically the period for severance payments corresponds to the length of the noncompete and nonsolicitation period.
