Restrictive Covenants; Confidentiality. (a) All payments and benefits provided under Section 4 are conditioned on and subject to the Executive’s continuing compliance with this Agreement and any other agreements regarding non-competition and non-solicitation of employees and customers.
(b) The Executive shall retain in confidence any and all confidential information concerning the Company and its respective business which is now known or hereafter becomes known to the Executive, except as otherwise required by law and except information (i) ascertainable and easily obtained from public information, (ii) received by the Executive at any time after the Executive’s employment by the Company shall have terminated, from a third party not employed by or otherwise affiliated with the Company, or (iii) which is or becomes known to the public by any means other than a breach of this Section 15(b). Upon the termination of his employment, the Executive will not take or keep any proprietary or confidential information or documentation belonging to the Company.
Restrictive Covenants; Confidentiality. Seller agrees that he will not be an officer, director or employee or consultant of or have any direct or indirect ownership interest in, or manage, lease, develop or otherwise have any financial interest in, or receive any compensation from any business or entity competing with the Partnership within 25 miles of the Center until the later of (a) one (1) year after the Seller ceases to be a partner of Westlake or (b) five (5) years for the date of the Agreement of Limited Partnership. The foregoing shall not prohibit Seller from owning shares of capital stock constituting less than 1% of the outstanding capital stock of any corporation whose common stock is traded on a national securities exchange or on The Nasdaq Stock Market. Seller recognizes and acknowledges that the ascertainment of damages in the event of a breach of this Section 5.16 would be difficult, and agrees that AmSurg, in addition to all other remedies it may have, shall have the right to injunctive relief if there is such a breach. Notwithstanding the foregoing, the parties acknowledge and agree that Section 5.16 does not require Seller to perform ophthalmic procedures at the Center or to refer patients to the Center, and imposes no restrictions on where such procedures are performed or where referrals are made.
Restrictive Covenants; Confidentiality. (a) All payments and benefits provided under Section 4 are conditioned on and subject to the Executive’s continuing compliance with this Agreement and any other agreements regarding non-competition and non-solicitation of employees and customers, including those contained in the Company’s stock grant award agreements (collectively, the “Restrictive Covenants Agreements”).
(b) The Executive shall retain in confidence any and all confidential information concerning the Company and its respective business which is now known or hereafter becomes known to the Executive, except as otherwise required by law and except information (i) ascertainable and easily obtained from public information, (ii) received by the Executive at any time after the Executive’s employment by the Company shall have terminated, from a third party not employed by or otherwise affiliated with the Company, or (iii) which is or becomes known to the public by any means other than a breach of this Section 16(b). Upon the termination of his/her employment, the Executive will not take or keep any proprietary or confidential information or documentation belonging to the Company.
Restrictive Covenants; Confidentiality. (a) Employee acknowledges that the services rendered by him are of a special and unusual character with a unique value to the Corporation, the loss of which cannot adequately be compensated by damages in an action at law. Accordingly, because of the confidential information to be obtained by or disclosed to the Employee, and that as a material inducement to the Corporation to enter into this Employment Agreement, Employee covenants and agrees as follows:
Restrictive Covenants; Confidentiality. (a) During the Term, each Key Person will not, and will cause his Affiliates and Relatives not to, directly or indirectly, engage or participate in, or render services to (whether as owner, operator, member, stockholder, manager, consultant, strategic partner, employee or otherwise) any company, business, product or service engaged in the development, manufacturing, marketing, distribution, sale or license, in each case, in the United States, of (i) any product included in the Novitium Portfolio, (ii) any 505(b)(2) Product or (iii) any Parent Product (a “Competing Business”). For the purposes of the foregoing, no Key Person will be in breach of this Section 6.5(a) solely by reason of (i) his, his Affiliates’ and his Relatives’ ownership, together with that of his, her or its Affiliates, of five (5%) percent or less of a Competing Business’ voting capital stock if (A) such Competing Business is publicly-traded and (B) such Key Person, his Affiliates or Relatives do not control the operation or management of such Competing Business or (ii) engaging in any activity consented to in advance in writing by Parent.
(b) During the Term, each Key Person and each Company Member will not, and will cause his, her or its Affiliates and Relatives not to, directly or indirectly, solicit for employment, recruit, engage or hire, either as an employee or a consultant, any employee, consultant or independent contractor of Parent or any of its Affiliates, including, without limitation, the business as conducted by the Company and the Subsidiaries (collectively, the “Parent Entities”) who was an employee, consultant or independent contractor of the Company or its Subsidiaries as of the date of this Agreement; provided, that the foregoing restrictions shall not restrict placing general advertisements or listings for employment openings not specifically targeted at such employees, consultants or independent contractors of the Company or its Subsidiaries (“General Advertisement”).
(c) During the Term, each Key Person will not, and will cause his, her or its Affiliates and Relatives not to, directly or indirectly:
(i) interfere or attempt to interfere, in any material respect, with any transaction, agreement, prospective agreement, business opportunity or business relationship in which any Parent Entity is involved at any time during the Term; or
(ii) otherwise engage or participate in any effort or act to induce any person to discontinue a relationship with any Parent Entity; prov...
Restrictive Covenants; Confidentiality. Each Doctor agrees that he will not be a consultant to, or have any direct or indirect ownership interest in, or manage, lease, develop or otherwise have any financial interest in, or receive any compensation in the form of a facility fee or as a medical director from any business or entity competing with the LLC within seven (7) miles of the Center until the later of (a) one (1) year after the Doctor ceases to be a shareholder of Seller or (b) five (5) years after the Closing Date. The foregoing shall not prohibit the Doctors from owning shares of capital stock constituting less than 1% of the outstanding capital stock of any corporation whose common stock is traded on a national securities exchange or on The Nasdaq Stock Market. The Doctors recognize and acknowledge that the ascertainment of damages in the event of a breach of this Section 5.4 would be difficult, and agree that AmSurg, in addition to all other remedies it may have, shall have the right to injunctive relief if there is such a breach. Notwithstanding the foregoing, Section 5.4 does not prohibit the Doctors, or an entity owned by some or all of them, from owning an interest in a multi-specialty ambulatory surgery center in Littleton, Colorado, provided that the aggregate interest owned does not exceed the lesser of (a) 12% or (b) 1.5% times the number of physicians then affiliated with Seller. Notwithstanding the foregoing, the parties acknowledge and agree that Section 5.4 does not require the Doctors to perform endoscopy procedures at the Center or to refer patients to the Center, and imposes no restrictions on where such procedures are performed or where referrals are made.
Restrictive Covenants; Confidentiality. A. Employee hereby confirms that Employee is and has been in compliance with all terms and conditions of (i) the Employee Covenants and (ii) the material terms of any other individual written agreement between Employee and the Company and/or any of its affiliates (provided that Employee shall not be deemed to be in breach of the representation in this clause (ii) in respect of facts, circumstances or events known to the Company as of the date hereof). Employee and the Company hereby agree that the Employee Covenants are hereby incorporated by reference herein and shall continue to apply following the execution and delivery of this Agreement and Employee’s termination of employment in accordance with their terms. The Company, the Parent, Holdco and Employee hereby further agrees and acknowledges that the sole forfeiture, clawback and/or offset remedy with respect to the continued payment of, and retention of, the payments and benefits set forth in Section 2 hereof (other than the Time-Based Options), and continued retention of the Time-Based Options and any Shares received upon exercise of such Options is governed solely by this Section 5.A and Section 10. Employee acknowledges that the Employee Covenants include (but are not limited to) covenants related to the preservation of confidential information and noncompetition with the business of the Company and its affiliates).
(i) For payments and benefits set forth in Section 2 hereof (other than the Time-Based Options), in addition to any remedy set forth in Section 10, such payments and benefits shall be subject to forfeiture, clawback and offset, and Employee shall be required to repay any such amounts to the Company previously received by him, if Employee materially breaches Sections 3.B or 5.B of this Agreement (and fails to cure such breach, if curable, within 10 days after written notice by the Company of such breach), Employee brings a claim or suit (or threatens to bring a claim or suit) against the Company, the Parent, or Holdco or any third-party beneficiary of this Agreement with respect to a claim he released in Exhibit A (unless doing so is necessary to defend against a suit or claim brought by any such party against him), or Employee breaches the non-compete and non-solicit portions of the Employee Covenants or materially breaches the confidentiality or intellectual property covenants of the Employee Covenants;
(ii) For the 12 months of accelerated vesting of the Time-Based Options granted to E...
Restrictive Covenants; Confidentiality. Vendor acknowledges and understands that certain confidential and proprietary business or trade secrets of FSFS may become known to Subcontractor/Vendor only as a result of this agreement and Subcontractor/Vendor’s performance of service, all of which business information is of great value to FrontStreet Facility Solutions, Inc. The Subcontractor/Vendor agrees that any and all knowledge or information that may be obtained in the course of their relationship with FSFS and use with respect to the conduct and details of the business and with respect to the secret processes, formulas, machinery, etc. used by FSFS and/or its products will be forever held inviolate and be concealed from any competitor and all other persons and that he or she will not engage as employer, employee, principal, agent, or otherwise, directly or indirectly, at any time in a similar business, and that he or she will not impart the knowledge acquired to anybody or in aid of the business of any rival company or concern or individual engaged in the same or in similar lines of business. The Subcontractor/Vendor agrees that during the term of this Agreement and for a period of one (1) year from the date of termination of this Agreement, it shall not, directly or indirectly, (i) solicit or attempt to solicit, in any way, any customer of FSFS for the purpose of interfering with any services provided by or for FSFS or business relationship they may have with FSFS; or (ii) circumvent, attempt to circumvent, avoid, by-pass, or in any manner enter into any separate business or service transaction with the customers of FSFS receiving the services contemplated herein; or (iii) employ, attempt to employ or engage any employee of FSFS. The foregoing subsection (ii) shall not restrict Subcontractor/Vendor from providing services to customers of FSFS provided the same is through a facility maintenance company with no affiliation or common ownership with Subcontractor/Vendor. In the event of any breach of this provision of this Article 8 by the Subcontractor/Vendor, FSFS would be irreparably and immediately harmed and could not be made whole by monetary damages. As a result, if Subcontractor/Vendor is in breach of the terms of this Article 8 then FSFS shall be entitled to an injunction by any competent court of equity enjoining and restraining him/her and each and every other person concerned from continuance of employment, services or other acts in aid of the business of the rival company or conc...
Restrictive Covenants; Confidentiality. Each Doctor agrees that he will not be an officer, director or employee or consultant of or have any direct or indirect ownership interest in, or manage, lease, develop or otherwise have any financial interest in, or receive any compensation from any business or entity competing with the Seller within five (5) miles of the Center until the later of (a) one (1) year after the Doctor ceases to be a member of the Physician Entity or the Physician Entity ceases to be a member of Seller, whichever occurs first or (b) five (5) years after the Closing Date. The foregoing shall not prohibit the Doctors from owning the AmSurg Common Stock or shares of capital stock constituting less than 1% of the outstanding capital stock of any other corporation whose common stock is traded on a national securities exchange or on The Nasdaq Stock Market. Each Doctor recognizes and acknowledges that the ascertainment of damages in the event of a breach of this Section 5.4 would be difficult, and agree that AmSurg, in addition to all other remedies it may have, shall have the right to injunctive relief if there is such a breach. Notwithstanding the foregoing, the parties acknowledge and agree that Section 5.4 does not require the Doctors to perform endoscopy procedures at the Center or to refer patients to the Center, and imposes no restrictions on where such procedures are performed or where referrals are made.
Restrictive Covenants; Confidentiality. In consideration of the employment of Executive by Employer, and the opportunity for enhanced professional and remunerative opportunities by virtue of the terms hereof, Executive agrees as follows:
