Restrictive Covenants and Confidentiality. During the Term and for 12 months thereafter, the Executive shall not solicit, raid, entice, encourage or induce any person who at any time within one year prior to the end of the Term shall have been an associate of the Company to become employed by any person, firm or corporation, and the Executive shall not approach any such associate for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. During the Term and for 12 months thereafter, the Executive will not use, disclose or divulge, furnish or make accessible to anyone, directly or indirectly, any Protected Information in any Unauthorized manner or for any Unauthorized purpose, provided, however, that in the event that the Executive is required to disclose any Protected Information by court order or decree or in compliance with the rules and regulations of a governmental agency or in compliance with law, the Executive will provide the Company with prompt notice of such required disclosure so that the Company may seek an appropriate protective order and/or waive the Executive's compliance with the provisions of this Section 7(b) and provided, further, that if, in the absence of a protective order or the receipt of a waiver hereunder, the Executive is advised by his or her counsel that such disclosure is necessary to comply with such court order, decree, rules, regulation or law, the Executive may disclose such information without liability hereunder. During the Term and for any period afterwards for which Severance Pay is owing, the Executive shall report promptly in writing to the Senior Vice President-General Counsel of United Retail Group, Inc. any fraud of which he or she is aware, or has reasonable grounds to suspect, on the part of any officer of United Retail Group, Inc. or the Company (including the Executive) that involves United Retail Group, Inc. or the Company, whether or not the fraud is material. The Executive agrees that all processes, techniques, know-how, inventions, plans, products, and devices developed, made or invented by the Executive, alone or with others, and any copyright in connection with the Executive's employment with the Company shall become and be the sole property of the Company. Neither the Company nor the Executive shall publicly disparage the other during the Term or afterwards. The provisions of this Section 7 shall survive the terminatio...
Restrictive Covenants and Confidentiality. (a) The Executive hereby agrees that the Executive shall not, at any time during the Restricted Period, directly or indirectly engage in, have any interest in (including, without limitation, through the investment of capital or lending of money or property), or manage, operate or otherwise render any services to, any Person (whether on his own or in association with others, as a principal, director, officer, employee, agent, representative, partner, member, security holder, consultant, advisor, independent contractor, owner, investor, participant or in any other capacity) that engages in (either directly or through any subsidiary or affiliate thereof) any business or activity which is competitive with any material service or product offering that, as of the Date of Termination, the Company or any entity owned by the Company anywhere in the United States. For these purposes, “competitive” entities shall consist of businesses that are competitive with, or substantially similar to, the Company’s business as of the Date of Termination. Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in such a business; provided that such stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such business.
(b) The Executive hereby agrees that the Executive shall not, at any time during the Restricted Period, directly or indirectly, either for himself or on behalf of any other Person, recruit or otherwise solicit or induce any suppliers or customers of the Company to terminate its arrangement with the Company, or otherwise change its relationship with the Company. For these purposes, a “customer” of the Company shall be all Persons that have actually used the Company’s services or purchased its products at any time prior to the expiration of the Restricted Period.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. Any breach or violation by th...
Restrictive Covenants and Confidentiality. As a condition to the effectiveness of this Agreement, Executive will execute and deliver to the Company contemporaneously herewith Exhibit B, the Loyalty Agreement. Executive agrees to abide by the terms of the Loyalty Agreement, which are hereby incorporated by reference into this Agreement. Executive acknowledges that the provisions of the Loyalty Agreement will survive the termination of Executive’s employment and the termination of the Term for the periods set forth in the Loyalty Agreement. Notwithstanding any other provision of this Agreement, no payment shall be made or benefit provided pursuant to Section 4(c) following the date Executive first violates any of the restrictive covenants set forth in the Loyalty Agreement, and as of the first date on which Executive violates any such restrictive covenants, Executive shall pay the Company an amount equal to the sum of all payments theretofore paid to Executive pursuant to Section 4(c).
Restrictive Covenants and Confidentiality. The parties acknowledge and agree that (a) the provisions and covenants contained in Sections 7 through 9 hereof (i) are material to this Agreement, (ii) are provided for, among other things, the protection of the Company’s trade secrets, confidential and commercially-sensitive information, client and customer relationships, goodwill and reputation (which is an honest and just purpose), (iii) are reasonable in geographic and temporal scope and (iv) do not impose a greater restriction or restraint than is necessary to protect the Company’s trade secrets, confidential and commercially-sensitive information, client and customer relationships and contacts, goodwill, reputation and other legitimate business interests, (b) the Executive (i) is employed by the Company, (ii) has been and/or will be provided with confidential and commercially-sensitive information regarding the Company and its business during his or her employment and/or service with the Company, and (iii) provides special, unique and extraordinary services to the Company, (c) the provisions of Sections 7 through 9 hereof do not adversely affect the Executive’s ability to earn a living in any capacity, stifle the Executive’s ability to use his or her inherent skills and experience, or otherwise impose undue hardship or oppression on the Executive, and (d) the Executive’s continuation of employment under this Agreement, and the compensation and benefits described in this Agreement, constitute sufficient consideration for all of the Executive’s covenants contained in Sections 7 through 9 hereof.
(a) Except as permitted by the Board, during the term of the Executive’s employment and/or service with the Company and at all times thereafter, the Executive shall not divulge, furnish or make accessible to anyone or use in any way other than in the ordinary course of the business of the Company, any confidential, proprietary or secret knowledge or information of the Company or any of its affiliates, whether developed by the Executive or others, including but not limited to (i) trade secrets, (ii) confidential and proprietary plans, developments, research, processes, designs, methods or material (whether or not patented or patentable), (iii) customer and supplier lists, (iv) strategic or other business, marketing or sales plans, (v) financial data and plans and (vi) Proprietary Information. “Proprietary Information” is defined as (i) the name, address and/or contact information of any customer, supplier or a...
Restrictive Covenants and Confidentiality. (a) During Employee's employment with the Employer and for two (2) years following Employee's separation from the Employer for any reason (whether initiated by the Employer or Employee), Employee shall not directly or indirectly either: (A) with respect to a Competitive Business (defined above), solicit, divert or appropriate, or attempt to solicit, divert or appropriate, any customer, distributor or supplier, or any potential customer, or supplier of the Employer; or (B) solicit or entice, or attempt to solicit or entice, any of the Employer's employees, consultants, directors or officers to terminate her/his employment with the Employer, or join with any individual who is or was within the prior six (6) months an employee, consultant, director or officer of the Employer, in any direct or indirect capacity, or to hire, or commit to hire, as an employee or consultant any individual who is or was within the prior six (6) months an employee, consultant, officer or director of the Employer.
(b) During Employee's employment with the Employer and at all times thereafter, Employee shall not use for his personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of, any person, firm, association or company other than the Employer, any confidential information of the Employer which Employee acquires in the course of his employment, which is not otherwise lawfully known by and readily available to the general public. This confidential information includes, but is not limited to: business, development, marketing, legal and accounting methods, policies, plans, procedures, strategies and techniques; research and development projects and results; trade secrets or other knowledge or processes of or developed by the Employer; names and addresses of employees, suppliers and customers; and any data on or relating to past, present or prospective customers, including customer lists. Employee agrees that such information is confidential and constitutes the exclusive property of the Employer, and Employee agrees that, immediately upon Employee's termination, whether by Employee, or by the Employer, Employee will deliver to the Employer, all correspondence, documents, books, records, lists and other writings relating to the Employer's business, retaining no copies.
Restrictive Covenants and Confidentiality. Injunctive Relief. -----------------
a. As a condition to the performance by the Company of its obligations hereunder so long as Employee remains an employee of the Company, and for a period of two (2) years thereafter, Employee shall not, without the prior written approval of the Board of Directors of the Company, directly or indirectly through any other person, firm or corporation, whether individually or in conjunction with any other person, or as an employee, agent, representative, partner or holder of any interest in any other person, firm, corporation or other association:
(i) solicit, entice or induce any person, firm or corporation who or which presently is, within eighteen (18) months prior hereto was, or at any time during the Term shall be, a client or customer of the Company or any of its subsidiaries to become a client or customer of any other person, firm or corporation, and Employee shall not approach any such person, firm or corporation for such purpose or authorize or knowingly approve the taking of such actions by any other person; or
(ii) solicit, entice, induce or hire any person who presently is, within eighteen (18) months prior hereto was, or at any time during the term hereof shall be an employee of the Company or any of its subsidiaries to become employed by any other person, firm or corporation, and Employee shall not approach any such employee for such purpose or authorize or knowingly approve the taking of such actions by any other person; or
(iii) compete with, or encourage or assist others to compete with, or solicit orders or otherwise participate in business transactions in the electronic transcription services and health information management solutions services businesses anywhere within the United States (each, a "Competing Business"); or
(iv) lend any credit or money for the purposes of establishing or operating or assisting any Person to establish or operate a Competing Business, or otherwise give aid or advice to any other person or entity engaging in any Competing Business; or
(v) lend or allow his professional skill, knowledge or experience to be so used by any person or entity which is engaged in a Competing Business. Nothing in the foregoing shall prohibit Employee from engaging in any business that is not a Competing Business after termination of Employee's employment with the Company, or investing in the securities of any corporation (including a Competing Business) having securities listed on a national security...
Restrictive Covenants and Confidentiality. (a) The Executive agrees that he shall not:
(i) solicit, raid, entice, encourage or induce any person, firm or corporation that at any time within one year prior to the termination of this Agreement shall have been an exclusive supplier to the Company, or any of its subsidiaries or Affiliated Companies, to become a supplier to any other person, firm or corporation that derives more than 10% of its sales, directly or indirectly, from a business the same as the Business of the Company and the Executive shall not approach any such person, firm or corporation for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action; or
(ii) solicit, raid, entice, encourage or induce any person who at any time within one year prior to the termination of this Agreement shall have been an employee of the Company, or any of its subsidiaries or Affiliated Companies, to become employed by any person, firm or corporation, and
Restrictive Covenants and Confidentiality. (a) During Employee’s employment with the Employer and for two (2) years following Employee’s separation from the Employer for any reason (whether initiated by the Employer or Employee), Employee shall not:
(i) Directly or indirectly engage in any business activity (as a principal, partner, director, officer, agent, employee, consultant, owner, independent contractor or otherwise) or be financially interested in any business or commercial activity in which the Employer is engaged or with which the Employer competes or, with respect to the period following Employee’s termination of employment, Employer was engaged or with which the Employer competed at the time of or within one (1) year prior to Employee’s termination, including but not limited to the property and casualty or personal lines insurance businesses (hereinafter collectively “Competitive Businesses”) anywhere in the United States of America (including the District of Columbia, the Commonwealth of Puerto Rico and its possessions and territories), and Canada (without prior written approval of the Employer). This provision is not intended to prohibit Employee from holding or purchasing less than 1% of the stock of any public Employer.
(ii) Directly or indirectly, (i) solicit, induce or encourage any person, firm, corporation or other entity who or which is a Customer, distributor or supplier of the Employer to terminate or reduce its business or relationship with the Employer; (ii) solicit or assist any individual or entity in the solicitation of business from, or performance of work for, any Customer or Prospective Customer of the Employer; (iii) perform any work or services for any Customer of the Employer, or (iv) solicit, employ or establish a business relationship with, or encourage or assist any individual or entity to solicit, employ or establish a business
Restrictive Covenants and Confidentiality. The Employee ----------------------------------------- acknowledges and agrees that the Employee's agreement, to enter into and be bound by the provisions of this Section 9, is a material inducement to the Agreement of the Bank's agreement to enter into and be bound by the provisions of Section 10(d) and Section 12(c) hereof.
Restrictive Covenants and Confidentiality. In return for your agreeing to the terms of this Agreement, including the restrictive covenants set forth in this paragraph 1, GE Capital shall cause the Company to pay to you, or in the event of your death, your estate, a payment by wire transfer in the amount of four million, nine hundred and thirty-five thousand and eight hundred dollars ($4,935,800) (less applicable withholding taxes), at the time at which the Merger becomes effective ("the Effective Time").
