Common use of RECIPIENT COVENANTS Clause in Contracts

RECIPIENT COVENANTS. As consideration for the Deal Incentive Award to be granted or paid pursuant to this Agreement, without prior written consent of ING or Newco: (i) Recipient will keep confidential and will not disclose (except to the extent required by an order of a court having competent jurisdiction or under subpoena or its equivalent from an appropriate government agency) to any person (other than to Recipient’s spouse, attorney and financial advisor, provided each agrees to be bound by the confidentiality provisions contained in this paragraph (i)), the existence or terms of this Agreement; (ii) Recipient will not (except to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency) disclose to any third person, whether during or subsequent to Recipient’s Employment (as defined below), any trade secrets, including but not limited to customer lists, product development and related information, marketing plans and related information, sales plans and related information, premium or other pricing information, operating policies and manuals, research, methodologies, contractual forms, business plans, financial records, or other financial, commercial, business or technical information related to ING, ING US, Newco or any subsidiary or affiliate thereof, unless such information has been previously disclosed to the public by ING, ING US, Newco or any subsidiary or affiliate thereof or has become public knowledge other than by a breach of this Agreement; provided, however, that this limitation shall not apply to any such disclosure made while Recipient is employed by ING US, Newco or any subsidiary or affiliate thereof if such disclosure occurred in connection with the performance of Recipient’s job as an employee of ING US, Newco or any subsidiary or affiliate thereof, and provided, further, that should any information subject to this covenant be deemed by a court of competent jurisdiction not to be a “trade secret”, this covenant shall have no effect with respect to such information after the third anniversary of Recipient’s termination of Employment; (iii) Recipient will not, during and for a period of 12 months following Recipient’s termination of Employment, directly or indirectly induce or attempt to induce any employee or Insurance Agent (as defined below) of ING US, Newco or any subsidiary or affiliate, to be employed by or to perform services for any entity that competes with ING US, Newco or any subsidiary or affiliate; (iv) Recipient will not, during and for a period of 12 months following Recipient’s termination of Employment, directly or indirectly, induce or attempt to induce any agent or agency, broker, broker-dealer, financial planner, registered principal or representative, supplier or service provider of ING US, Newco or any subsidiary or affiliate thereof to cease providing services to ING US, Newco or any subsidiary or affiliate thereof; (v) Recipient will not, during and for a period of 12 months after Recipient’s termination of Employment, directly or indirectly, solicit or attempt to solicit the trade of any individual or entity which, at the time of such solicitation or attempted solicitation, is a customer of ING US, Newco or any subsidiary or affiliate thereof, or which ING US, Newco or any subsidiary or affiliate thereof is undertaking reasonable steps to procure as a customer at the time of or immediately preceding termination of Employment; provided, however, that this limitation shall only apply to any product or service which is in competition with a product or service of ING US, Newco or any subsidiary or affiliate thereof and to those customers or prospective customers with whom Recipient had contact during Recipient’s Employment; and (vi) Following the termination of Recipient’s Employment, Recipient shall provide assistance to and shall cooperate with ING US, Newco or any subsidiary or affiliate thereof, upon its reasonable request and without additional compensation, with respect to matters within the scope of Recipient’s duties and responsibilities during Employment, provided that any reasonable out-of-pocket expenses Recipient incurs in connection with any assistance Recipient has been requested to provide under this provision for items including, but not limited to, transportation, meals, lodging and telephone, shall be reimbursed by ING US, Newco or any subsidiary or affiliate thereof, as applicable. ING and ING US agree and acknowledge that they shall, to the maximum extent possible under the then prevailing circumstances, coordinate, or cause Newco or a subsidiary or affiliate of ING US or Newco to coordinate, any such request with Recipient’s other commitments and responsibilities to minimize the degree to which such request interferes with such commitments and responsibilities.

RECIPIENT COVENANTS. As consideration for the Deal Incentive Award to be granted or paid pursuant to this Agreement, without prior written consent of ING or Newco: (i) Recipient will keep confidential and will not disclose (except to the extent required by an order of a court having competent jurisdiction or under subpoena or its equivalent from an appropriate government agency) to any person (other than to Recipient’s spouse, attorney and financial advisor, provided each agrees to be bound by the confidentiality provisions contained in this paragraph (i)), the existence or terms of this Agreement; (ii) Recipient will not (except to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency) disclose to any third person, whether during or subsequent to Recipient’s Employment (as defined below), any trade secrets, including but not limited to customer lists, product development and related information, marketing plans and related information, sales plans and related information, premium or other pricing information, operating policies and manuals, research, methodologies, contractual forms, business plans, financial records, or other financial, commercial, business or technical information related to ING, ING US, Newco or any subsidiary subsidiary) or affiliate thereof, unless such information has been previously disclosed to the public by ING, ING US, Newco or any subsidiary or affiliate thereof or has become public knowledge other than by a breach of this Agreement; provided, however, that this limitation shall not apply to any such disclosure made while Recipient is employed by ING US, Newco or any subsidiary or affiliate thereof if such disclosure occurred in connection with the performance of Recipient’s job as an employee of ING US, Newco or any subsidiary or affiliate thereof, and provided, further, that should any information subject to this covenant be deemed by a court of or competent jurisdiction not to be a “trade secret”, this covenant shall have no effect with respect to such information after the third anniversary of Recipient’s termination of Employment; (iii) Recipient will not, during and for a period of 12 months following Recipient’s termination of Employment, directly or indirectly induce or attempt to induce any employee or Insurance Agent (as defined below) of or ING US, Newco or any subsidiary or affiliate, to be employed by or to perform services for any entity that competes with ING US, Newco or any subsidiary or affiliate; (iv) Recipient will not, during and for a period of 12 months following Recipient’s termination of or Employment, directly or indirectly, induce or attempt to induce any agent or agency, brokerBroker, broker-dealer, financial planner, registered principal or representative, supplier or service provider of ING US, Newco or any subsidiary or affiliate thereof to cease providing services to ING US, Newco or any subsidiary or affiliate thereof; (v) Recipient will not, during and for a period of 12 months after Recipient’s termination of Employment, directly or indirectly, solicit or attempt to solicit the trade of or any individual or entity which, at the time of such solicitation or attempted solicitation, is a customer of ING US, Newco or any subsidiary or affiliate thereof, or which ING US, Newco or any subsidiary or affiliate thereof is undertaking reasonable steps to procure as a customer at the time of or immediately preceding termination of Employment; provided, however, that this limitation shall only apply to any product or service which is in competition with a product or service of ING US, Newco or any subsidiary or affiliate thereof and to those customers or prospective customers with whom Recipient had contact during Recipient’s Employment; and (vi) Following the termination of or Recipient’s Employment, Recipient shall provide assistance to and shall cooperate with ING US, Newco or any subsidiary or affiliate thereof, upon its reasonable request and without additional compensation, with respect to matters within the scope of Recipient’s duties and responsibilities during Employment, provided that any reasonable out-of-pocket expenses Recipient incurs in connection with any assistance Recipient has been requested to provide under this provision for items including, but not limited to, transportation, meals, lodging and telephone, shall be reimbursed by ING US, Newco or any subsidiary or affiliate thereof, as applicable. ING and ING US agree and acknowledge that they shall, to the maximum extent possible under the then prevailing circumstances, coordinate, or cause Newco or a subsidiary or affiliate of ING US or Newco to coordinate, any such request with Recipient’s other commitments and responsibilities to minimize the degree to which such request interferes with such commitments and responsibilities.

RECIPIENT COVENANTS. As consideration for the Deal Incentive Award to be granted or paid pursuant to this Agreement, without prior written consent of ING or Newco: (i) Recipient will keep confidential and will not disclose (except to the extent required by an order of a court having competent jurisdiction or under subpoena or its equivalent from an appropriate government agency) to any person (other than to Recipient’s spouse, attorney and financial advisor, provided each agrees to be bound by the confidentiality provisions contained in this paragraph (i)), . the existence or terms of this Agreement; (ii) Recipient will not (except to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency) disclose to any third person, whether during or subsequent to Recipient’s Employment (as defined below), any trade secrets, including but not limited to customer lists, product development and related information, marketing plans and related information, sales plans and related information, premium or other pricing information, operating policies and manuals, research, methodologies, contractual forms, business plans, financial records, or other financial, commercial, business or technical information related to ING, ING US, Newco or any subsidiary or affiliate thereof, unless such information has been previously disclosed to the public by ING, ING US, Newco or any subsidiary or affiliate thereof or has become public knowledge other than by a breach of this Agreement; provided, however, that this limitation shall not apply to any such disclosure made while Recipient is employed by ING US, Newco or any subsidiary or affiliate thereof if such disclosure occurred in connection with the performance of Recipient’s job as an employee of ING US, Newco or any subsidiary or affiliate thereof, and provided, further, that should any information subject to this covenant be deemed by a court of competent jurisdiction not to be a “trade secret”, this covenant shall have no effect with respect to such information after the third anniversary of Recipient’s termination of Employment; (iii) Recipient will not, during and for a period of 12 months following Recipient’s termination of Employment, directly or indirectly induce or attempt to induce any employee or Insurance Agent (as defined below) of ING US, Newco or any subsidiary or affiliate, to be employed by or to perform services for any entity that competes with ING US, Newco or any subsidiary or affiliate;: (iv) Recipient will not, during and for a period of 12 months following Recipient’s termination of Employment, directly or indirectly, induce or attempt to induce any agent or agency, broker, broker-dealer, financial planner, registered principal or representative, supplier or service provider of ING US, Newco or any subsidiary or affiliate thereof to cease providing services to ING US, Newco or any subsidiary or affiliate thereof; (v) Recipient will not, during and for a period of 12 months after Recipient’s termination of Employment, directly or indirectly, solicit or attempt to solicit the trade of any individual or entity which, at the time of such solicitation or attempted solicitation, is a customer of or ING US, Newco or any subsidiary or affiliate thereof, or which ING US, Newco or any subsidiary or affiliate thereof is undertaking reasonable steps to procure as a customer at the time of or immediately preceding termination of Employment; provided, however, that this limitation shall only apply to any product or service which is in competition with a product or service of ING US, Newco or any subsidiary or affiliate thereof and to those customers or prospective customers with whom Recipient had contact during Recipient’s Employment; and (vi) Following the termination of Recipient’s Employment, Recipient shall provide assistance to and shall cooperate with ING US, Newco or any subsidiary or affiliate thereof, upon its reasonable request and without additional compensation, with respect to matters within the scope of Recipient’s duties and responsibilities during Employment, provided that any reasonable out-of-pocket expenses Recipient incurs in connection with any assistance Recipient has been requested to provide under this provision for items including, but not limited to, transportation, meals, lodging and telephone, shall be reimbursed by ING US, Newco or any subsidiary or affiliate thereof, as applicable. ING and ING US agree and acknowledge that they shall, to the maximum extent possible under the then prevailing circumstances, coordinate, or cause Newco or a subsidiary or affiliate of ING US or Newco to coordinate, any such request with Recipient’s other commitments and responsibilities to minimize the degree to which such request interferes with such commitments and responsibilities.

RECIPIENT COVENANTS. As consideration for the Deal Incentive Award to be granted or paid pursuant to this Agreement, without prior written consent of ING or Newco: (i) Recipient will keep confidential and will not disclose (except to the extent required by an order of a court having competent jurisdiction or under subpoena or its equivalent from an appropriate government agency) to any person (other than to Recipient’s spouse, attorney and financial advisor, provided each agrees to be bound by the confidentiality provisions contained in this paragraph (i)), the existence or terms of this Agreement; (ii) Recipient will not (except to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency) disclose to any third person, whether during or subsequent to Recipient’s 's Employment (as defined below), any trade secrets, including but not limited to customer lists, product development and related information, marketing plans and related information, sales plans and related information, premium or other pricing information, operating policies and manuals, research, methodologies, contractual forms, business plans, financial records, or other financial, commercial, business or technical information related to ING, ING US, Newco or any subsidiary or affiliate thereof, unless such information has been previously disclosed to the public by ING, ING US, Newco or any subsidiary or affiliate thereof or has become public knowledge other than by a breach of this Agreement; provided, however, that this limitation shall not apply to any such disclosure made while Recipient is employed by a member of the board of ING US, Newco or any subsidiary or affiliate thereof if such disclosure occurred in connection with the performance of Recipient’s job 's role as an employee a member of the board of directors of ING US, Newco or any subsidiary or affiliate thereof, and provided, further, that should any information subject to this covenant be deemed by a court of competent jurisdiction not to be a “trade secret”, this covenant shall have no effect with respect to such information after the third anniversary of Recipient’s 's termination of Employmentboard service with ING US; (iiiii) Recipient will not, during and for a period of 12 months following Recipient’s 's termination of Employmentboard service with ING US, directly or indirectly induce or attempt to induce any employee or Insurance Agent (as defined below) of ING US, Newco or any subsidiary or affiliate, to be employed by or to perform services for any entity that competes with ING US, Newco or any subsidiary or affiliate; (iviii) Recipient will not, during and for a period of 12 months following Recipient’s 's termination of Employmentboard service with ING US, directly or indirectly, induce or attempt to induce any agent or agency, broker, broker-dealer, financial planner, registered principal or representative, supplier or service provider of ING US, Newco or any subsidiary or affiliate thereof to cease providing services to ING US, Newco or any subsidiary or affiliate thereof; (viv) Recipient will not, during and for a period of 12 months after Recipient’s 's termination of Employmentboard service with ING US, directly or indirectly, solicit or attempt to solicit the trade of any individual or entity which, at the time of such solicitation or attempted solicitation, is a customer of ING US, Newco or any subsidiary or affiliate thereof, or which ING US, Newco or any subsidiary or affiliate thereof is undertaking reasonable steps to procure as a customer at the time of or immediately preceding termination of Employment; provided, however, that this limitation shall only apply to any product or service which is in competition with a product or service of ING US, Newco or any subsidiary or affiliate thereof and to those customers or prospective customers with whom Recipient had contact during Recipient’s Employment's board service with ING US; and (viv) Following the termination of Recipient’s Employment's board service with ING US, Recipient shall provide assistance to and shall cooperate with ING US, Newco or any subsidiary or affiliate thereof, upon its reasonable request and without additional compensation, with respect to matters within the scope of Recipient’s 's duties and responsibilities during Employmenthis tenure as a member of the board of ING US, provided that any reasonable out-of-pocket expenses Recipient incurs in connection with any assistance Recipient has been requested to provide under this provision for items including, but not limited to, transportation, meals, lodging and telephone, shall be reimbursed by ING US, Newco or any subsidiary or affiliate thereof, as applicable. ING and ING US agree and acknowledge that they shall, to the maximum extent possible under the then prevailing circumstances, coordinate, or cause Newco or a subsidiary or affiliate of ING US or Newco to coordinate, any such request with Recipient’s 's other commitments and responsibilities to minimize the degree to which such request interferes with such commitments and responsibilities.