Protection of the Companys Interests. During the term of this Agreement, the Executive shall not directly or indirectly engage in competition with the Company. At no time shall the Executive divulge, furnish, or make accessible to any person any information of a confidential or proprietary nature obtained by him while in the employ of the Company except as necessary in the performance of his duties.
Protection of the Companys Interests. (a) The parties agree that as of the Effective Date, the business of the Company was the development, manufacture, licensing and sale of pharmaceutical products using drug delivery technologies (hereafter “the business of the Company”). Executive agrees that during the thirty-six (36) consecutive months immediately following the Termination Date, regardless of how, when or why the Executive’s employment ends, Executive will not in any manner or in any capacity, directly or indirectly, for himself or any other person or entity, actually or attempt to do any of the following:
(1) Perform any of the same or similar responsibilities as Executive performed for the Company on behalf of a competitor that engages in the business of the Company.
(2) Solicit, contact, divert, interfere with or take away any customer of the Company and/or any of its parents, subsidiaries or affiliates (collectively, the “Company Entities,” and individually, a “Company Entity”) that has conducted business or negotiations with any Company Entity during the twelve (12) months immediately preceding the Termination Date.
(3) Interfere with any of the suppliers of any Company Entity, including, without limitation, reducing in any material way the willingness or capability of any supplier to continue supplying any Company Entity with their present or contemplated requirements.
(4) Solicit or interfere with any Company Entity’s relationship with any of its employees or agents, or provide the names of any Company Entity’s employees or agents, to any third party.
(5) Acquire any interest in any business that markets or sells any product or product line that is competitive with any product or product line the Company sold during the twelve (12) months immediately preceding the termination of employment, except as permitted in Section 8 below.
(b) Executive further agrees that he will not engage in any of the activities listed above while employed by the Company.
(c) Executive acknowledges and agrees that his experience, knowledge and capabilities are such that he can obtain employment in unrelated pharmaceutical, chemical, nutritional, food, industrial, household, confectionery or other businesses, and that the enforcement of this Section 7 by way of injunction would not prevent Executive from earning a livelihood. Executive further agrees that if he has any question(s) regarding the scope of activities restricted by this Section 7, he will, to avoid confusion or misunderstanding, submit the qu...
Protection of the Companys Interests. 13.1 For the purposes of this clause 13, the following words shall have the following meanings:
Protection of the Companys Interests. To the fullest extent permitted by law, all rights worldwide with respect to any intellectual or other property of any nature conceived, developed, produced, created, suggested or acquired by Executive as a result of Executive’s employment with the Company (or any of its predecessors or any of its affiliates), or through the use of the Company’s (or such predecessors’ or any of its affiliates’) equipment, facilities, trade secrets or confidential information during the period commencing on the date of Executive’s employment with the Company (or such predecessor(s) or such affiliate(s)) and ending upon termination of the Employment Term shall be deemed to be a work made for hire and shall be the sole and exclusive property of the Company or such affiliate(s), as the case may be. Executive agrees to execute, acknowledge and deliver to the Company at the Company’s request, such further documents as the Company finds appropriate to evidence the Company’s or such affiliate’s rights in such property. Executive further acknowledges that in performing Executive’s duties hereunder, Executive will have access to proprietary and confidential information and to trade secrets of the Company and its affiliates. Any confidential and/or proprietary information of the Company or its affiliates shall not be used by Executive or disclosed or made available by Executive to any person except (i) as required in the course of Executive’s employment or (ii) 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 apparent jurisdiction to order Executive to divulge, disclose or make accessible such information, it being understood that Executive will promptly notify the Company of such requirement so that the Company may seek to obtain a protective order. Upon expiration or earlier termination of the Employment Term, Executive shall return to the Company (or its applicable affiliate) all such information that exists in written or other physical form (and all copies thereof) under Executive’s control, whether prepared by Executive or by others.
Protection of the Companys Interests. (a) On the Employee Resignation Date, you shall return to the Company all property of the Companies then in your possession and all property made available to you in connection with your service to any of the Companies, other than property described in Section 4(f), including, without limitation, your Company credit cards, and all records, drawings, manuals, reports, papers and documents kept or made by you in connection with your employment as a director, officer or employee of any of the Companies, including any files, memoranda, correspondence, vendor and customer lists, financial data, keys and security access cards, and any other materials or documents described in Section 6(c) below.
(b) You shall keep the terms of this Resignation Agreement and all communications with any of the Companies and its counsel regarding the same confidential.
(c) You will not, at any time, directly or indirectly divulge or disclose to any person, firm, association or corporation, or use for your own benefit, gain or otherwise, any confidential or proprietary plans, products, customer lists, trade secrets, technical or business materials, or information of any of the Companies or in the possession of any of the Companies, including any or all information or instructions, technical or otherwise, issued or proclaimed for the sole use of the Companies, or any confidential information that was disclosed to you or in any way acquired by you during your employment with any of the Companies.
(d) During the period beginning on the Director and Officer Resignation Date and ending on the date which is twelve (12) months after the Employee Resignation Date, you shall not, whether for your own account or for the account of any other individual, partnership, firm, corporation or other business organization (other than the Company), intentionally solicit, endeavor to entice away from any of the Companies, or otherwise interfere with the relationship of any of the Companies with any person with a base salary of at least Seventy-Five Thousand Dollars ($75,000) per year who is employed by or otherwise engaged to perform services for any of the Companies.
(e) If you breach in any material respect the provisions of this Section 6, you shall immediately forfeit any and all rights to future payments or benefits under Sections 3 and 4 above.
Protection of the Companys Interests. (a) As a condition of his employment, the Executive shall be required to execute the Company's standard proprietary inventions and confidentiality agreement. The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary in that, by reason of his employment hereunder, he may acquire confidential information and trade secrets concerning the operation of the Company or its affiliates or subsidiaries, the use or disclosure of which could cause the Company or its affiliates or subsidiaries substantial losses and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive covenants and agrees that he will not at any time, except in performance of his obligations hereunder, or with the prior written consent of the Board, or as otherwise required by law or in response to a lawful and valid subpoena or other legal process or other governmental or regulatory inquiry directly or indirectly disclose to any person, any confidential information that he may learn or has learned by reason of his association with the Company, or any of its predecessors, subsidiaries and affiliates. The term "confidential information" means any information not previously disclosed or otherwise available to the public or to the trade with respect to the Company's, or any of its predecessors', affiliates' or subsidiaries' products, facilities and methods, trade secrets and other intellectual property, systems, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities.
Protection of the Companys Interests. 10.1 The Company is in the business of biotechnology research to develop and market innovative therapeutic and diagnostic products in the field of cancer including without limitation the manufacture, licensing, sale and dealing in drugs and all other products and services in relation thereto, this business as it develops and changes and is added to during the period of the Appointment is/are called the "Business". The Business is not limited to any particular geographical area. A major feature of the way the Business is carried on and the nature of the Chairman's duties is the need to develop projects which due to the potential exploitation of rights therein by others, information in respect of which must be kept absolutely confidential. Further the Chairman has access to and is expected in the course of the appointment to develop trade secrets and confidential information relating to the way the Company carries on business and to the services and products developed, manufactured and sold or supplied by the Company. The cash retainer payable to the Chairman under this Agreement and the expenses which the Company pays or reimburses to or for the Chairman reflect this need, as does the information provided by the Company to the Chairman during the course of the Appointment. It is acknowledged by the Chairman that it would be improper to misappropriate the benefits of any information or relationships unfairly to the detriment of the Company and that it is reasonable for the company to require conformity with the provisions of this Clause 10 and of Clause 11 some of which provisions must continue without specific limit in time and other of which continue after the termination of the Appointment but subject to limits in time. The Company has in part relied upon provisions of this Clause 10 and of Clause 11 (as well as its rights under the general law) in deciding to employ and continue to employ the Chairman and facilitate the obtaining by him of information. The Chairman further acknowledge that in the event of a breach by him of the obligations contained in this Clause 10 and in Clause 11 damages are unlikely to be an adequate remedy for the Company.
10.2 The Chairman shall not use, divulge or communicate to any person (other than whose province it is to know the same or with proper authority) any of the trade secrets or other confidential information of the Company including in particular information relating to any Intellectual Property now or hereafter own...
Protection of the Companys Interests. 15.1 The Client agrees not to directly or indirectly solicit or entice away or employ, or endeavour to solicit or entice away or employ any Security Officer who was engaged at the Premises in connection with the provision of the Services or any officer or employee of the Company who was known to the Client in connection with the provision of the Services where such person is to be engaged by the Client or its associates in a similar capacity or not.
15.1.1 In the event of a breach of Clause 15.1, the Company reserves the right to charge an assignment and/or introducers fee equal to 20% of that individuals’ annual salary. This is akin to a recruitment agency fee or otherwise an introducers fee. This is not a penalty charge, but a realistic fee based on the costs associated with employing a replacement individual at the Company.
15.2 The Company and Client agree to protect all confidential information from wider publication or distribution, including any data, processes and procedures, codes and other knowledge learnt during the course of business.
15.3 The Company will only maintain sufficient data to perform the duties under this agreement and such data will be destroyed upon any termination of this agreement, save where regulatory requirements insist otherwise.
15.4 All obligations of confidentiality shall survive any termination of this Agreement.
15.5 The Company shall not be obliged to perform any Services or any part of them where such performance would expose any Security Officer to risk of physical injury.
15.6 The Company shall not be obliged to perform any Services where there appears a clear and apparent effort to breach Clause 15.1.
Protection of the Companys Interests. To the fullest extent permitted by law, all rights worldwide with respect to any intellectual or other property of any nature conceived, developed, produced, created, suggested or acquired by Executive as a result of Executive’s employment with the Company or any Affiliate, or through the use of the Company’s or such Affiliate’s equipment, facilities, trade secrets or confidential information during the period commencing on the date of Executive’s employment with the Company and ending upon termination of the Term of Employment shall be the sole and exclusive property of the Company and any such intellectual or other property shall be deemed to be works made for hire. Executive agrees to execute, acknowledge and deliver to the Company at the Company’s request, such further documents as the Company finds appropriate to evidence the Company’s rights in such property. In addition to the above, you agree that upon signing this Agreement you will execute an Intellectual Property Agreement in the form supplied by the Company.
Protection of the Companys Interests. In partial consideration of the payments and benefits to be paid and provided to you in accordance with Section 5 above, you hereby agree to abide by the terms and covenants included in this Section 7, which you acknowledge and agree are necessary to protect the interests of the Company and are reasonable in scope and duration. The activities described in this Section 7 shall be permitted and prohibited regardless of whether undertaken by you in an individual or representative capacity, and regardless of whether performed for your own account or for the account of any other individual, partnership, firm, corporation, or other business organization (other than the Company).
(a) You agree that during the period beginning on the Effective Date and ending on February 9, 2001 (the "Restricted Period"), you shall not, without the prior consent of the Board, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any individual, partnership, firm, corporation or other business organization or entity that competes with the Company, its subsidiaries and affiliates (collectively, the "Group") by providing any goods or services provided or under development by the Group at the Effective Date; provided, however, that this Section 7(a) shall not proscribe your ownership, directly or indirectly, of either (i) less than five percent of any securities which are listed on a national securities exchange or quoted on the automated quotation system of the National Association of Securities Dealers, Inc. or (ii) any limited partnership investment over which you have no control.
