Trade Secrets. Executive acknowledges that his employment position with the Company is one of trust and confidence. Executive further understands and acknowledges that, during the course of Executive’s employment with the Company, Executive will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to the Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their business and which Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainable, and which are discoverable only with substantial effort, and which thus are the confidential and the exclusive Property of the Company and its subsidiaries (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in Section 7, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows: 7.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services; 7.1.2 During the period of Executive’s employment with the Company and for sixty (60) months immediately following the termination of such employment, Executive will not disclose or reveal to any person, firm or corporation other than in connection with the business of the Company and its subsidiaries or as may be required by law, any Trade Secret used or useable by the Company or any of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available; 7.1.3 Upon the termination of Executive’s employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and any additional personal property; 7.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934; 7.1.5 During the term of the Agreement and, for a period of eighteen (18) months immediately following the termination of the Executive’s employment with the Company, Executive will not: 7.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company; 7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or 7.1.6 Executive will not during the period of his employment with the Company and, subject to the provisions hereof for a period of eighteen (18) months immediately following the termination of Executive’s employment with the Company, 7.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7; 7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7; 7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or 7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the Companies.
Appears in 5 contracts
Samples: Employment Agreement (China Green Agriculture, Inc.), Employment Agreement (China Green Agriculture, Inc.), Employment Agreement (China Green Agriculture, Inc.)
Trade Secrets. The Executive acknowledges that his employment position with the Company is one of trust he has had, and confidence. Executive further understands and acknowledges thatwill have, during the course of Executive’s employment with the Company, Executive will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to information of the Company, or its subsidiaries, Employers (including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategiesprospective confidential know-how, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their marketing plans, business plans, financial and which Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainablepricing information, and which are discoverable only with substantial effortinformation regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospects, and which thus are the confidential and the exclusive Property assets of the Company Employers that is unique, valuable and its subsidiaries not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to third parties. act on the part of the Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in that constitutes a breach of this Section 7, generally known or available to the public; (ii) is known to the Executive would not be entrusted with any of at the time such Trade Secrets. Accordinglyinformation was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless other than an employee or agent of the reasonEmployers, who is not under any obligation of confidentiality to the Employers or an Affiliate; (iv) as follows:
7.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 During the period of Executive’s employment is disclosed with the Company and for sixty written approval of the Employers; or (60v) months immediately following the termination is required to be disclosed or provided by law, court order, order of such employmentany regulatory agency having jurisdiction or similar compulsion, Executive will not disclose including pursuant to or reveal to any person, firm or corporation other than in connection with any legal proceeding involving the business of the Company and its subsidiaries or as may parties hereto; provided however, that such disclosure shall be required by law, any Trade Secret used or useable by the Company or any of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard limited to the financial, business, extent so required or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence filescompelled; and any additional personal property;
7.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; providedprovided further, however, that nothing contained herein if the Executive is required to disclose such confidential information, he shall be construed give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to limit or prevent any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the purchase or beneficial ownership by Executive of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement andEmployers, for a period of eighteen (18) months immediately following at the termination of his employment or at any other time at the Executive’s employment with the Company, Executive will not:
7.1.5.1 solicit or accept competing business from any customer of any request of the Companies Employers, without retaining any copies, all documents and other materials in his possession relating, directly or any person or entity known by Executive to be or have beenindirectly, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive will not during the period of his employment with the Company and, subject to the provisions hereof for a period of eighteen (18) months immediately following the termination of Executive’s employment with the Company,
7.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the CompaniesTrade Secrets.
Appears in 5 contracts
Samples: Employment Agreement (Porter Bancorp, Inc.), Employment Agreement (Porter Bancorp, Inc.), Employment Agreement (Emclaire Financial Corp)
Trade Secrets. Executive acknowledges that his employment position with the Company is one of trust and confidence. Executive further understands and Employee acknowledges that, during in the course of Executive’s employment performing the duties described herein, he shall have access to and may be entrusted with certain information pertaining to the present and contemplated business activities of the Company. Employee acknowledges that this information is of great value and necessary for Employee to perform his services effectively, and that the disclosure of such information to any other party would be detrimental to the interests of the Company, Executive will which information includes, but may not be entrusted with access to certain confidential informationlimited to, specialized knowledge all files, records, documents, training and trade secrets which belong to operational manuals, research, policies, plans, systems, lists, charts, names, addresses and telephone numbers of clients of the Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their business and which Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainable, and which are discoverable only with substantial effort, and which thus are the confidential and the exclusive Property of the Company and its subsidiaries (hereinafter “Trade Secrets”). Executive covenants and agrees information relating to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in Section 7, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:
7.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 During the period of Executive’s employment with the Company and for sixty (60) months immediately following the termination of such employment, Executive will not disclose or reveal to any person, firm or corporation other than in connection with the business of the Company and its subsidiaries Company, whether said information was generated by a third party or as may be required by law, any Trade Secret used or useable by the Company or any , and similar items relating to the business of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that whether prepared by Employee during the term of this Agreement or otherwise coming into his possession ("Trade Secrets"). Employee acknowledges and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection agrees with the business Company that such Trade Secrets are the sole proprietary information of the Companies or Company and shall be treated by Employee as may be required by applicable law, any confidential information received by him during the course of his employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s employment with the Company, Executive will return to and that none of said Trade Secrets or the facts contained therein shall be transmitted verbally or in writing by Employee except in the ordinary course of conducting business for the Company. Employee covenants and agrees with the Company all documentsthat he will not, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and any additional personal property;
7.1.4 During during the term of this Agreement, disclose such Trade Secrets to any person or entity, nor use the Agreement andTrade Secrets other than as may reasonably be required in the normal course of employment under this Agreement; and that he will not, for a period of three (3) months immediately following the after termination of the Executive’s employment with the Companythis Agreement, Executive will not: compete, disclose or participate as a shareholder, director, officer, partner (limited or general), trustee, holder make use of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies such Trade Secrets without the prior written consent of the Company, which may be withheld in . Employee agrees that the Company’s sole discretion; provided, however, that nothing contained herein Trade Secrets shall be construed to limit or prevent remain the purchase or beneficial ownership by Executive of less than five percent of any security registered under Section 12 or 15 exclusive property of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement and, for a period of eighteen (18) months immediately following the termination of the Executive’s employment with the Company, Executive will not:
7.1.5.1 solicit Company and shall not be copied or accept competing business from reproduced in any customer of any of the Companies or any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies manner whatsoever without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies Company and shall be returned to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive will not during the period of his employment with the Company and, subject to the provisions hereof for a period of eighteen (18) months immediately following the upon termination of Executive’s employment with the Company,
7.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the CompaniesAgreement.
Appears in 4 contracts
Samples: Employment Agreement (Micropac Industries Inc), Employment Agreement (Micropac Industries Inc), Employment Agreement (Micropac Industries Inc)
Trade Secrets. Executive Employee acknowledges that his employment position with the Company MLI is one of trust and confidence. Executive The Employee further understands and acknowledges that, during the course of Executive’s the Employee's employment with MLI, the Company, Executive Employee will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to the CompanyMLI, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their business and which Executive the Employee acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainable, and which are discoverable only with substantial effort, and which thus are the confidential and the exclusive Property of the Company MLI and its subsidiaries (hereinafter “Trade Secrets”). Executive The Employee covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive The Employee further acknowledges that, absent the protections afforded the Company MLI and its subsidiaries in Section 7this paragraph, Executive the Employee would not be entrusted with any of such Trade Secrets. Accordingly, Executive the Employee agrees and covenants (which agreement and covenant shall survive the termination of this Agreement Agreement, regardless of the reason) as follows:
7.1.1 Executive 7.1.1. The Employee will at no time take any action or make any statement that will disparage or discredit the CompanyMLI, any of its subsidiaries or their products or services;.
7.1.2 7.1.2. During the period of Executive’s the Employee's employment with the Company MLI and for sixty (60) 60 months immediately following the termination of such employment, Executive the Employee will not disclose or reveal to any person, firm or corporation other than in connection with the business of the Company MLI and its subsidiaries or as may be required by law, any Trade Secret used or useable by the Company MLI or any of its subsidiaries, divisions or Affiliates affiliated companies (collectively the “Companies”) in connection with their respective businesses, known to Executive Employee as a result of his employment by the CompanyMLI, or other relationship with the Companies, and which is not otherwise publicly available. Executive Employee further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;.
7.1.3 7.1.3. Upon the termination of Executive’s the Employee's employment with MLI, the Company, Executive Employee will return to the Company MLI all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive the Employee hereby acknowledges are the sole and exclusive property of the Companies or any one of them.
7.1.4. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and any additional personal property;
7.1.4 During the term of the Agreement and, subject to the provisions of Subsection 7.1.6 hereof, for a period of three (3) 36 months immediately following the termination of the Executive’s Employee's employment with the CompanyMLI, Executive Employee will not: :
7.1.4.1. solicit or accept competing business from any customer of any of the Companies or any person or entity known by the Employee to be or have been, during the term of the Employee's employment with MLI, a customer or Prospective Customer (as hereinafter defined) of any of the Companies without the prior written consent of MLI;
7.1.4.2. encourage, request or advise any such customer or prospective customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.4.3. compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the CompanyMLI, which may be withheld in the Company’s MLI's sole discretion; provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive Employee of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;.
7.1.5 During the term of the Agreement and, for a period of eighteen (18) months immediately following the termination of the Executive’s employment with the Company, Executive will not:
7.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive 7.1.4.4. The Employee will not during the period of his employment with the Company MLI and, subject to the provisions hereof for a period of eighteen (18) 36 months immediately following the termination of Executive’s Employee's employment with the CompanyMLI,
7.1.6.1 7.1.4.4.1. conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7hereunder;
7.1.6.2 7.1.4.4.2. encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s the Employee's violation of the covenants contained in this Section 7hereunder;
7.1.6.3 7.1.4.4.3. assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the Companies.
Appears in 3 contracts
Samples: Employment Agreement (Medlink International, Inc.), Employment Agreement (Medlink International, Inc.), Employment Agreement (Medlink International, Inc.)
Trade Secrets. Executive acknowledges that his employment position with During the term of Employee's employment, the Company is one ------------- will provide Employee access to, and Employee will have access to and become familiar with, various Trade Secrets. Employee acknowledges and agrees that the Trade Secrets (a) are secret and not known in the Company's industry; (b) are entrusted to Employee after being informed of trust their confidential and confidence. Executive further understands secret status by the Company or its Affiliates and acknowledges that, during because of the course of Executive’s employment fiduciary position occupied by Employee with the Company, Executive will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to the Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their business and which Executive acknowledges ; (c) have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time Company and effort, which are not readily ascertainable, its Affiliates for and which are discoverable only with substantial effort, and which thus are the confidential and the exclusive Property on behalf of the Company and its subsidiaries Affiliates through substantial expenditures of time, effort and money and are used in their businesses; (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent the protections afforded d) give the Company and its subsidiaries in Section 7, Executive would Affiliates an advantage over competitors who do not be entrusted with any know or use the Trade Secrets; (e) are of such value and nature as to make it reasonable and necessary to protect and preserve the confidentiality and secrecy of the Trade Secrets. Accordingly; and (f) are valuable, Executive agrees special and covenants (which agreement and covenant shall survive the termination unique assets of this Agreement regardless of the reason) as follows:
7.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 During the period of Executive’s employment with the Company and for sixty (60) months immediately following its Affiliates, the termination disclosure of such employment, Executive which could cause substantial injury and loss of profits and goodwill to the Company and its Affiliates. Employee will not use in any way or disclose any of the Trade Secrets, directly or reveal indirectly, either during the term of Employee's employment or at any time thereafter, except as required in the course of Employee's employment. All files, records, documents, information, data and similar items relating to any person, firm or corporation other than in connection with the business of the Company and its subsidiaries Affiliates, whether prepared by Employee or as may be required by lawotherwise coming into Employee's possession, any Trade Secret used or useable by will remain the Company or any of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive Company and its Affiliates and will not be removed from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and any additional personal property;
7.1.4 During the term premises of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in Company and its Affiliates under any business competing directly with the Companies circumstances without the prior written consent of the Company, which may be withheld President of the Company (except in the Company’s sole discretion; provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive ordinary course of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement and, for a business during Employee's period of eighteen (18) months immediately following employment), and in any event will be promptly delivered to the Company upon termination of the Executive’s employment with the Company, Executive will not:
7.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive will not during the period of his Employee's employment with the Company andand its Affiliates. Employee agrees that upon Employee's receipt of any subpoena, subject process or other request to produce or divulge, directly or indirectly, any Trade Secrets to any entity, agency, tribunal or person, Employee will timely notify and promptly hand deliver a copy of the subpoena, process or other request to the provisions hereof for a period President of eighteen (18) months immediately following the termination of Executive’s employment with the Company,
7.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the Companies.
Appears in 3 contracts
Samples: Employment Agreement (Pillowtex Corp), Employment Agreement (Pillowtex Corp), Employment Agreement (Pillowtex Corp)
Trade Secrets. Executive Employee acknowledges that his employment position with the Company CMG is one of trust and confidence. Executive Employee further understands and acknowledges that, during the course of Executive’s Employee's employment with the CompanyCMG, Executive Employee will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to the Company, or its subsidiaries, including, CMG including but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their business and which Executive Employee acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainable, and which are discoverable only with substantial effort, and which thus are the confidential and the exclusive Property of the Company and its subsidiaries CMG (hereinafter “Trade Secrets”). Executive Employee covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive Employee further acknowledges that, absent the protections afforded the Company and its subsidiaries CMG in Section 7, Executive Employee would not be entrusted with any of such Trade Secrets. Accordingly, Executive Employee agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:
7.1.1 Executive Employee will at no time take any action or make any statement that will disparage or discredit the CompanyCMG, any of its subsidiaries or their products or services;
7.1.2 During the period of Executive’s Employee's employment with the Company CMG and for sixty twenty-four (6024) months immediately following the termination of such employment, Executive Employee will not disclose or reveal to any person, firm or corporation other than in connection with the business of the Company and its subsidiaries CMG or as may be required by law, any Trade Secret used or useable by the Company CMG or any of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive Employee as a result of his employment by the CompanyCMG, or other relationship with the Companies, and which is not otherwise publicly available. Executive Employee further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s Employee's employment with the CompanyCMG, Executive Employee will return to the Company CMG all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive Employee hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive Employee from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and any additional personal property;
7.1.4 During the term of the Agreement and, for a period of three twenty-four (324) months immediately following the termination of the Executive’s Employee's employment with the CompanyCMG, Executive will Employee shall not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the CompanyCMG, which may be withheld in the CompanyCMG’s sole discretion; provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive Employee of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement and, for a period of eighteen twenty-four (1824) months immediately following the termination of the Executive’s Employee's employment with the CompanyCMG, Executive Employee will not:
7.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive Employee to be or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the CompanyCMG;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive Employee will not during the period of his employment with the Company CMG and, subject to the provisions hereof for a period of eighteen twenty-four (1824) months immediately following the termination of Executive’s Employee's employment with the CompanyCMG,
7.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s Employee's violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive Employee as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the Companies. Employee shall not be deemed to hire any such person so long as Employee did not directly or indirectly engage in or encourage such hiring.
Appears in 3 contracts
Samples: Employment Agreement (CMG Holdings Group, Inc.), Employment Agreement (CMG Holdings Group, Inc.), Employment Agreement (CMG Holdings Group, Inc.)
Trade Secrets. Executive Employee acknowledges that his employment position with the Company MLI is one of trust and confidence. Executive The Employee further understands and acknowledges that, during the course of Executive’s the Employee's employment with MLI, the Company, Executive Employee will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to the CompanyMLI, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their business and which Executive the Employee acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainable, and which are discoverable only with substantial effort, and which thus are the confidential and the exclusive Property of the Company MLI and its subsidiaries (hereinafter “"Trade Secrets”"). Executive The Employee covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive The Employee further acknowledges that, absent the protections afforded the Company MLI and its subsidiaries in Section 7this paragraph, Executive the Employee would not be entrusted with any of such Trade Secrets. Accordingly, Executive the Employee agrees and covenants (which agreement and covenant shall survive the termination of this Agreement Agreement, regardless of the reason) as follows:
7.1.1 Executive 7.1.1. The Employee will at no time take any action or make any statement that will disparage or discredit the CompanyMLI, any of its subsidiaries or their products or services;.
7.1.2 7.1.2. During the period of Executive’s the Employee's employment with the Company MLI and for sixty (60) 60 months immediately following the termination of such employment, Executive the Employee will not disclose or reveal to any person, firm or corporation other than in connection with the business of the Company MLI and its subsidiaries or as may be required by law, any Trade Secret used or useable by the Company MLI or any of its subsidiaries, divisions or Affiliates affiliated companies (collectively the “"Companies”") in connection with their respective businesses, known to Executive Employee as a result of his employment by the CompanyMLI, or other relationship with the Companies, and which is not otherwise publicly available. Executive Employee further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;.
7.1.3 7.1.3. Upon the termination of Executive’s the Employee's employment with MLI, the Company, Executive Employee will return to the Company MLI all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive the Employee hereby acknowledges are the sole and exclusive property of the Companies or any one of them.
7.1.4. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and any additional personal property;
7.1.4 During the term of the Agreement and, subject to the provisions of Subsection 7.1.6 hereof, for a period of three (3) 36 months immediately following the termination of the Executive’s Employee's employment with the CompanyMLI, Executive Employee will not: :
7.1.4.1. solicit or accept competing business from any customer of any of the Companies or any person or entity known by the Employee to be or have been, during the term of the Employee's employment with MLI, a customer or Prospective Customer (as hereinafter defined) of any of the Companies without the prior written consent of MLI;
7.1.4.2. encourage, request or advise any such customer or prospective customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.4.3. compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the CompanyMLI, which may be withheld in the Company’s MLI's sole discretion; provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive Employee of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;.
7.1.5 During the term of the Agreement and, for a period of eighteen (18) months immediately following the termination of the Executive’s employment with the Company, Executive will not:
7.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive 7.1.4.4. The Employee will not during the period of his employment with the Company MLI and, subject to the provisions hereof for a period of eighteen (18) 36 months immediately following the termination of Executive’s Employee's employment with the CompanyMLI,
7.1.6.1 7.1.4.4.1. conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7hereunder;
7.1.6.2 7.1.4.4.2. encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s the Employee's violation of the covenants contained in this Section 7hereunder;
7.1.6.3 7.1.4.4.3. assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the Companies.
Appears in 3 contracts
Samples: Employment Agreement (Medlink International, Inc.), Employment Agreement (Medlink International, Inc.), Employment Agreement (Medlink International, Inc.)
Trade Secrets. The Executive acknowledges that his employment position with the Company is one of trust he has had, and confidence. Executive further understands and acknowledges thatwill have, during the course of Executive’s employment with the Company, Executive will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to information of the Company, or its subsidiaries, Employers (including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategiesprospective confidential know-how, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their marketing plans, business plans, financial and which Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainablepricing information, and which are discoverable only with substantial effortinformation regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospects and assets of the Employers that is unique, valuable and not generally known outside the Employers, and that was obtained from the Employers or which thus are the confidential and the exclusive Property was learned as a result of the Company and its subsidiaries performance of services by the Executive on behalf of the Employers (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to third parties. act on the part of the Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in that constitutes a breach of this Section 7, generally known or available to the public; (ii) is known to the Executive would not be entrusted with any of at the time such Trade Secrets. Accordinglyinformation was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless other than an employee or agent of the reasonEmployers, who is not under any obligation of confidentiality to the Employers or an affiliate thereof; (iv) as follows:
7.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 During the period of Executive’s employment is disclosed with the Company and for sixty written approval of the Employers; or (60v) months immediately following the termination is required to be disclosed or provided by law, court order, order of such employmentany regulatory agency having jurisdiction or similar compulsion, Executive will not disclose including pursuant to or reveal to any person, firm or corporation other than in connection with any legal proceeding involving the business of the Company and its subsidiaries or as may parties hereto; provided however, that such disclosure shall be required by law, any Trade Secret used or useable by the Company or any of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard limited to the financial, business, extent so required or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence filescompelled; and any additional personal property;
7.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; providedprovided further, however, that nothing contained herein if the Executive is required to disclose such confidential information, he shall be construed give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to limit or prevent any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the purchase or beneficial ownership by Executive of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement andEmployers, for a period of eighteen (18) months immediately following at the termination of his employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, to any Trade Secrets. Nothing contained in this Agreement limits the Executive’s employment ability to file a charge or complaint with the CompanyEqual Employment Opportunity Commission, Executive will not:
7.1.5.1 solicit or accept competing business from any customer the Federal Deposit Insurance Corporation, the Board of any Governors of the Companies Federal Reserve System or any person other federal, state or entity known by Executive to be local governmental agency or have been, during commission that has jurisdiction over the preceding 18 months, a customer Employers or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or respective subsidiaries (the “Government Agencies”). The Executive further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Employers or any of their respective subsidiaries. In the event that the Executive is required by law to disclose any Trade Secret, the Executive will: (A) if and to the extent permitted by such law provide the Employers with prompt notice of such requirement prior to the disclosure so that the Employers may waive the requirements of this Agreement or seek an appropriate protective order at the Employers’ sole expense; and (B) use commercially reasonable efforts to obtain assurances that any Trade Secret disclosed will be accorded confidential treatment substantially on the same basis as provided in this Agreement. If, in the absence of a waiver or protective order, the Executive is nonetheless, in the opinion of his counsel, required to disclose any Trade Secret, disclosure may be made only as to that portion of the Companies; or
7.1.6 Trade Secret that counsel advises the Executive will not during the period of his employment with the Company andis required to be disclosed. In addition, subject pursuant to the provisions hereof Defend Trade Secrets Act of 2016, 18 U.S.C. §1833(b), the Executive understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a period Trade Secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of eighteen reporting or investigating a suspected violation of law; or (18ii) months immediately following is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the termination of employer's Trade Secrets to the attorney and use the Trade Secret information in the court proceeding if the individual (y) files any document containing the Trade Secret under seal; and (z) does not disclose the Trade Secret, except pursuant to court order. This Agreement does not limit the Executive’s employment with the Company,
7.1.6.1 conspire with any person employed by any of the Companies with respect right to receive an award for information provided to any of the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the CompaniesGovernment Agencies.
Appears in 2 contracts
Samples: Employment Agreement (Uscb Financial Holdings, Inc.), Employment Agreement (Uscb Financial Holdings, Inc.)
Trade Secrets. The Executive acknowledges that his employment position with the Company is one of trust he has had, and confidence. Executive further understands and acknowledges thatwill have, during the course of Executive’s employment with the Company, Executive will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to information of the Company, or its subsidiaries, Employers (including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategiesprospective confidential know-how, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their marketing plans, business plans, financial and which Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainablepricing information, and which are discoverable only with substantial effortinformation regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospects, and which thus are the confidential and the exclusive Property assets of the Company Employers that is unique, valuable and its subsidiaries not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to act on the part of the Executive that constitutes a breach of this Section 8, generally known or available to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third parties. Executive further acknowledges thatparty, absent the protections afforded the Company and its subsidiaries in Section 7, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless other than an employee or agent of the reason) as follows:
7.1.1 Executive will at no time take Employers, who is not under any action or make any statement that will disparage or discredit obligation of confidentiality to the Company, any of its subsidiaries Employers or their products or services;
7.1.2 During the period of Executive’s employment affiliates; (iv) is disclosed with the Company and for sixty written approval of the Employers; or (60v) months immediately following the termination is required to be disclosed or provided by law, court order, order of such employmentany regulatory agency having jurisdiction or similar compulsion, Executive will not disclose including pursuant to or reveal to any person, firm or corporation other than in connection with any legal proceeding involving the business of the Company and its subsidiaries or as may parties hereto; provided however, that such disclosure shall be required by law, any Trade Secret used or useable by the Company or any of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard limited to the financial, business, extent so required or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence filescompelled; and any additional personal property;
7.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; providedprovided further, however, that nothing contained herein if the Executive is required to disclose such confidential information, he shall be construed give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to limit or prevent any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the purchase or beneficial ownership by Executive of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement andEmployers, for a period of eighteen (18) months immediately following at the termination of his employment or at any other time at the Executive’s employment with the Company, Executive will not:
7.1.5.1 solicit or accept competing business from any customer of any request of the Companies Employers, without retaining any copies, all documents and other materials in his possession relating, directly or any person or entity known by Executive to be or have beenindirectly, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive will not during the period of his employment with the Company and, subject to the provisions hereof for a period of eighteen (18) months immediately following the termination of Executive’s employment with the Company,
7.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the CompaniesTrade Secrets.
Appears in 2 contracts
Samples: Employment Agreement (Limestone Bancorp, Inc.), Employment Agreement (Limestone Bancorp, Inc.)
Trade Secrets. Executive acknowledges that his employment position with the Company is one of trust and confidence. Executive further understands and acknowledges that, during the course of Executive’s 's employment with the Company, Executive will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to the Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their business and which Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainable, and which are discoverable only with substantial effort, and which thus are the confidential and the exclusive Property property of the Company and its subsidiaries (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in Section 78, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:
7.1.1 8.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 8.1.2 During the period of Executive’s 's employment with the Company and for sixty (60) 60 months immediately following the termination of such employment, Executive will not disclose or reveal to any person, firm or corporation other than in connection with the business of the Company and its subsidiaries or as may be required by law, any Trade Secret used or useable by the Company or any of its subsidiaries, divisions or Affiliates (collectively collectively, the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 8.1.3 Upon the termination of Executive’s 's employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodexRolodex, his personal correspondence files; and any additional personal property;
7.1.4 8.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s 's employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934publicly traded security;
7.1.5 8.1.5 During the term of the Agreement and, for a period of eighteen (18) months immediately following the termination of the Executive’s 's employment with the Company, Executive will not:
7.1.5.1 8.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive to be or have been, during the preceding 18 eighteen (18) months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 8.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 8.1.6 Executive will not during the period of his employment with the Company and, subject to the provisions hereof for a period of eighteen (18) months immediately following the termination of Executive’s 's employment with the Company,
7.1.6.1 8.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 78;
7.1.6.2 8.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s 's violation of the covenants contained in this Section 78;
7.1.6.3 8.1.6.3 assist any entity to solicit the employment of any employee Executive of any of the Companies; or
7.1.6.4 8.1.6.4 employ or hire any employee Executive of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurerco-venturer, or otherwise encourage or induce them to terminate their employment with any of the Companies.
Appears in 2 contracts
Samples: Employment Agreement (Thompson Designs Inc), Employment Agreement (Islet Sciences, Inc)
Trade Secrets. Executive acknowledges that his employment position with the Company is one of trust and confidence. Executive further understands and acknowledges that, during the course of Executive’s 's employment with the Company, Executive will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to the Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their business and which Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainable, and which are discoverable only with substantial effort, and which thus are the confidential and the exclusive Property of the Company and its subsidiaries (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in Section 7, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:
7.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 During the period of Executive’s 's employment with the Company and for sixty (60) months immediately following the termination of such employment, Executive will not disclose or reveal to any person, firm or corporation other than in connection with the business of the Company and its subsidiaries or as may be required by law, any Trade Secret used or useable by the Company or any of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s 's employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and any additional personal property;
7.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s 's employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement and, for a period of eighteen (18) months immediately following the termination of the Executive’s 's employment with the Company, Executive will not:
7.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive will not during the period of his employment with the Company and, subject to the provisions hereof for a period of eighteen (18) months immediately following the termination of Executive’s 's employment with the Company,
7.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s 's violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the Companies.
Appears in 2 contracts
Samples: Employment Agreement (China Green Agriculture, Inc.), Employment Agreement (China Green Agriculture, Inc.)
Trade Secrets. Executive acknowledges that his employment position with the Company is one of trust (a) Except as and confidence. Executive further understands and acknowledges that, during the course of Executive’s employment with the Company, Executive will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to the Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used extent permitted in the operation of their business and which Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainable, and which are discoverable only with substantial effort, and which thus are the confidential Manufacturing Agreement and the exclusive Property of Galenic Side Letter, Seller shall and shall cause its Affiliates (other than the Company and the Retained Subsidiaries) to, in each case within three months after Closing with respect to items as to which Seller has knowledge (with respect to the existence and possession thereof by Seller or its subsidiaries Affiliates) as of Closing (hereinafter “Trade Secrets”or thereafter upon request by the Company with respect to specifically identified items as to which Seller does not have such knowledge as of Closing). Executive covenants , return to the Company any and agrees to use his best efforts and utmost diligence to protect those all Trade Secrets from disclosure that exist in tangible form in their possession which are proprietary to third parties. Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in Section 7, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:
7.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 During the period of Executive’s employment with the Company and for sixty (60) months immediately following the termination of such employment, Executive will not disclose or reveal to any person, firm or corporation other than in connection with the business of the Company and its subsidiaries or as may be required by law, any Trade Secret used or useable by the Company or any of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the CompaniesRetained Subsidiaries, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement derive economic and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business competitive value by virtue of the Companies fact that such Trade Secrets are not generally known in the public or as may be required the cosmetics industry. Without limiting the foregoing, and by applicable lawway of example only, any information received by him during the course of his employment with regard such items include (if and to the financialextent in the possession of Seller or its Affiliates) laboratory notebooks, businessresearch and development reports and information, or other affairs of the Companiesmarketing reports, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s employment with the Company, Executive will return to the Company all documentsproprietary pricing information, customer lists, customer contact lists and related non-public information, product samplesformulations, presentation materialsmolds, drawing specificationsand documents describing proprietary processes.
(b) The parties hereto acknowledge that Buyer believes that certain products manufactured and marketed by Seller and its Affiliates under the "Galenic" trade name are similar to certain Products, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole may utilize certain Trade Secrets and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and any additional personal property;
7.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent Intellectual Property Rights of the Company. Although Seller disagrees with such belief, which the parties agree that: (i) to the extent there are any Trade Secrets or Intellectual Property Rights of the Company used in the manufacture of such "Galenic" branded products, such use shall not form the basis of any breach of any representation, warranty or covenant contained in Article V of this Agreement; (ii) Seller makes no representation or warranty regarding the ownership of the Trade Secrets or Intellectual Property Rights that may be withheld embodied in its "Galenic" branded products other than as provided in the Company’s sole discretionGalenic Side Letter; provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement and, for a period of eighteen and (18iii) months immediately following the termination of the Executive’s employment with the Company, Executive will not:
7.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive will not during the period of his employment with the Company and, subject to the provisions hereof for a period of eighteen (18) months immediately following the termination of Executive’s employment with the Company,
7.1.6.1 conspire with any person employed by any of the Companies with respect to any representation or warranty of Seller regarding any Products, the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the Companies"Galenic" branded products shall not be deemed "Products".
Appears in 1 contract
Samples: Stock Purchase Agreement (Physicians Formula Holdings, Inc.)
Trade Secrets. Executive acknowledges that his employment position with During the term of Employee's employment, the Company is one will provide Employee access to, and Employee will have access to and become familiar with, various Trade Secrets. Employee acknowledges and agrees that the Trade Secrets (a) are secret and not known in the Company's industry; (b) are entrusted to Employee after being informed of trust their confidential and confidence. Executive further understands secret status by the Company or its Affiliates and acknowledges that, during because of the course of Executive’s employment fiduciary position occupied by Employee with the Company, Executive will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to the Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their business and which Executive acknowledges ; (c) have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time Company and effort, which are not readily ascertainable, its Affiliates for and which are discoverable only with substantial effort, and which thus are the confidential and the exclusive Property on behalf of the Company and its subsidiaries Affiliates through substantial expenditures of time, effort and money and are used in their businesses; (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent the protections afforded d) give the Company and its subsidiaries in Section 7, Executive would Affiliates an advantage over competitors who do not be entrusted with any know or use the Trade Secrets; (e) are of such value and nature as to make it reasonable and necessary to protect and preserve the confidentiality and secrecy of the Trade Secrets. Accordingly; and (f) are valuable, Executive agrees special and covenants (which agreement and covenant shall survive the termination unique assets of this Agreement regardless of the reason) as follows:
7.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 During the period of Executive’s employment with the Company and for sixty (60) months immediately following its Affiliates, the termination disclosure of such employment, Executive which could cause substantial injury and loss of profits and goodwill to the Company and its Affiliates. Employee will not use in any way or disclose any of the Trade Secrets, directly or reveal indirectly, either during the term of Employee's employment or at any time thereafter, except as required in the course of Employee's employment. All files, records, documents, information, data and similar items relating to any person, firm or corporation other than in connection with the business of the Company and its subsidiaries Affiliates, whether prepared by Employee or as may be required by lawotherwise coming into Employee's possession, any Trade Secret used or useable by will remain the Company or any of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive Company and its Affiliates and will not be removed from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and any additional personal property;
7.1.4 During the term premises of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in Company and its Affiliates under any business competing directly with the Companies circumstances without the prior written consent of the Company, which may be withheld President of the Company (except in the Company’s sole discretion; provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive ordinary course of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement and, for a business during Employee's period of eighteen (18) months immediately following employment), and in any event will be promptly delivered to the Company upon termination of the Executive’s employment with the Company, Executive will not:
7.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive will not during the period of his Employee's employment with the Company andand its Affiliates. Employee agrees that upon Employee's receipt of any subpoena, subject process or other request to produce or divulge, directly or indirectly, any Trade Secrets to any entity, agency, tribunal or person, Employee will timely notify and promptly hand deliver a copy of the subpoena, process or other request to the provisions hereof for a period President of eighteen (18) months immediately following the termination of Executive’s employment with the Company,
7.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the Companies.
Appears in 1 contract
Trade Secrets. The Executive acknowledges that his employment position with the Company is one of trust he has had, and confidence. Executive further understands and acknowledges thatwill have, during the course of Executive’s employment with the Company, Executive will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to information of the Company, or its subsidiaries, Employers (including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategiesprospective confidential know-how, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their marketing plans, business plans, financial and which Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainablepricing information, and which are discoverable only with substantial effortinformation regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospects, and which thus are the confidential and the exclusive Property assets of the Company Employers that is unique, valuable and its subsidiaries (hereinafter “Trade Secrets”). Executive covenants not generally known outside the Employers, and agrees to use his best efforts and utmost diligence to protect those Trade Secrets that was obtained from disclosure to third parties. Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in Section 7, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (Employers or which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:
7.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 During the period of Executive’s employment with the Company and for sixty (60) months immediately following the termination of such employment, Executive will not disclose or reveal to any person, firm or corporation other than in connection with the business of the Company and its subsidiaries or as may be required by law, any Trade Secret used or useable by the Company or any of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive was learned as a result of his employment the performance of services by the CompanyExecutive on behalf of the Employers ("Trade Secrets"). Trade Secrets shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to act on the part of the Executive that constitutes a breach of this Section 7, generally known or available to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, other relationship than an employee or agent of the Employers, who is not under any obligation of confidentiality to the Employers or an affiliate; (iv) is disclosed with the Companieswritten approval of the Employers; or (v) is required to be disclosed or provided by law, and which is not otherwise publicly available. Executive further agrees that during the term court order, order of this Agreement and at all times thereafterany regulatory agency having jurisdiction or similar compulsion, he will keep confidential and not disclose including pursuant to or reveal to any person, firm or corporation other than in connection with any legal proceeding involving the business of the Companies or as may parties hereto; provided however, that such disclosure shall be required by applicable law, any information received by him during the course of his employment with regard limited to the financial, business, extent so required or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence filescompelled; and any additional personal property;
7.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; providedprovided further, however, that nothing contained herein if the Executive is required to disclose such confidential information, he shall be construed give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to limit or prevent any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the purchase or beneficial ownership by Executive of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement andEmployers, for a period of eighteen (18) months immediately following at the termination of his employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, to any Trade Secrets. Nothing contained in this Agreement limits the Executive’s employment ability to file a charge or complaint with the CompanyEqual Employment Opportunity Commission, Executive will not:
7.1.5.1 solicit or accept competing business from any customer the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Indiana Department of any Financial Institutions, the Board of Governors of the Companies Federal Reserve System or any person other federal, state or entity known by local governmental agency or commission that has jurisdiction over the Company or the Bank (the “Government Agencies”). The Executive further understands that this Agreement does not limit his/her ability to be or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or communicate with any of the Companies; or
7.1.6 Executive will not during the period of his employment with Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and, subject to and/or the provisions hereof for a period of eighteen (18) months immediately following Bank. This Agreement does not limit the termination of Executive’s employment with the Company,
7.1.6.1 conspire with any person employed by any of the Companies with respect right to receive an award for information provided to any of the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the CompaniesGovernment Agencies.
Appears in 1 contract
Samples: Change in Control Agreement (Mutualfirst Financial Inc)
Trade Secrets. Executive acknowledges that his her employment position with the Company is one of trust and confidence. Executive further understands and acknowledges that, during the course of Executive’s 's employment with the Company, Executive will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to the Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their business and which Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainable, and which are discoverable only with substantial effort, and which thus are the confidential and the exclusive Property of the Company and its subsidiaries (hereinafter “Trade Secrets”). Executive covenants and agrees to use his her best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in Section 7, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:
7.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 During the period of Executive’s 's employment with the Company and for sixty (60) 24 months immediately following the termination of such employment, Executive will not disclose or reveal to any person, firm or corporation other than in connection with the business of the Company and its subsidiaries or as may be required by law, any Trade Secret used or useable by the Company or any of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of his her employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his her employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s 's employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his her personal entitlements and obligations, his her rolodex, his her personal correspondence files; and any additional personal property;
7.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s 's employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employeeExecutive, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement and, for a period of eighteen (18) months immediately following the termination of the Executive’s 's employment with the Company, Executive will not:
7.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive will not during the period of his her employment with the Company and, subject to the provisions hereof for a period of eighteen (18) months immediately following the termination of Executive’s 's employment with the Company,
7.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s 's violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee Executive of any of the Companies; or
7.1.6.4 employ or hire any employee Executive of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the Companies.
Appears in 1 contract
Samples: Executive Employment Agreement (Kingtone Wirelessinfo Solution Holding LTD)
Trade Secrets. Executive acknowledges that his employment position with the Company is one of trust and confidence. Executive further understands and acknowledges that, during the course of Executive’s 's employment with the Company, Executive will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to the Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their business and which Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainable, and which are discoverable only with substantial effort, and which thus are the confidential and the exclusive Property property of the Company and its subsidiaries (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in this Section 79, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:
7.1.1 9.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 9.1.2 During the period of Executive’s employment with the Company Term and for sixty twelve (6012) months immediately following the termination of such employment, Executive will not disclose or reveal to any person, firm or corporation other than in connection with the business of the Company and its subsidiaries or as may be required by law, any Trade Secret used or useable by the Company or any of its subsidiaries, divisions or Affiliates affiliates (collectively collectively, the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the CompaniesCompany, and which is not otherwise publicly available. Executive further agrees that during the term Term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard to the financial, business, or other affairs of the CompaniesPage: 10 Company, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 9.1.3 Upon the termination of Executive’s 's employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and any additional personal property;
7.1.4 9.1.4 During the term Term of the Agreement and, for a period of three thirty (330) months days immediately following the termination of the Executive’s 's employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies Company without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement and, for a period of eighteen (18) months immediately following the termination of the Executive’s employment with the Company, Executive will not:
7.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive will not during the period of his employment with the Company and, subject to the provisions hereof for a period of eighteen (18) months immediately following the termination of Executive’s employment with the Company,
7.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the Companies.
Appears in 1 contract
Trade Secrets. 5.1 The Executive acknowledges that his employment position with he has heretofore acquired and hereafter anticipates acquiring detailed knowledge of the Company Company's business and affairs. In view of the nature of the services which the Executive is one capable of trust and confidence. Executive further understands and acknowledges that, during the course of Executive’s employment with performing for the Company, the Executive also acknowledges that those services will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong have peculiar value to the Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all the loss of which are regularly used in the operation of their business and which Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainable, and which are discoverable only with substantial effort, and which thus are the confidential and the exclusive Property of the Company and its subsidiaries (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in Section 7, Executive would cannot be entrusted with any of such Trade Secrets. Accordingly, adequately compensated by monetary damages.
5.2 The Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:
7.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 During the period of Executive’s employment with the Company and for sixty (60) months immediately following the termination of such employment, Executive will not disclose or reveal to any person, firm or corporation other than in connection with the business of the Company and its subsidiaries or as may be required by law, any Trade Secret used or useable by the Company or any of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further therefore agrees that he shall not, during the term of this Agreement and at all times his employment hereunder or thereafter, he will keep confidential and not disclose or reveal divulge to any person, firm or corporation other than third party information obtained in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard including, without limita- tion, any information concerning the Company's business, operations, affairs, rates, investors, customers, geological data, well logs, well locations, acreage, reserves of gas or oil, finances, plans or policies to the financialextent the same are not already matters of public knowledge.
5.3 All such information shall be regarded as secret, businessconfiden- tial, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s employment with the Company, Executive will return and proprietary to the Company all documentsand shall be used by the Executive for no other purpose than to pursue the Company's business and affairs.
5.4 In view of his unique skills and knowledge, customer liststhe Executive shall not, customer informationwithout the Company's express prior written consent, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and any additional personal property;
7.1.4 During during the term hereof or, unless otherwise agreed to in writing by the Board of the Agreement andDirectors, for a period of three time equal to six (36) months immediately following the termination expiration of the Executive’s employment this Agreement, engage in any business (as proprietor, officer, director or share- holder) which is competitive with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion's gas and oil business; provided, however, that nothing contained herein the foregoing provision shall be construed to limit or prevent not prohibit the purchase or beneficial ownership by Executive of from investing in a publicly held company in which he owns less than five one percent of any security registered under Section 12 or 15 (1%) of the Securities Exchange Act equity.
5.5 If the Executive competes with the Company in violation of 1934;
7.1.5 During the term Section 5.4 hereof or discloses or threatens to disclose any of the Agreement and, for a period of eighteen (18) months immediately following the termination of the Executive’s employment with information described in Section 5.2 concerning the Company, Executive will not:
7.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive Company shall be deemed to be subject to irreparable injury and shall be entitled to immediate injunctive or have beenother similar equitable relief to restrain the Executive from so competing with the Company or from so disclosing its proprietary information to a third party, during the preceding 18 months, a customer or Prospective Customer of including any of the Companies without the prior written consent competitor of the Company;
7.1.5.2 encourage, request or advise . The foregoing relief shall be in addition to any such customer or Prospective Customer of any of the Companies other remedies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive will not during the period of his employment with which the Company and, subject to the provisions hereof for a period of eighteen (18) months immediately following the termination of Executive’s employment with the Company,
7.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the Companiesmay be entitled under law.
Appears in 1 contract
Samples: Employment Agreement (Alamco Inc)
Trade Secrets. Executive acknowledges that his her employment position with the Company is one of trust and confidence. Executive further understands and acknowledges that, during the course of Executive’s employment with the Company, Executive will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to the Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their business and which Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainable, and which are discoverable only with substantial effort, and which thus are the confidential and the exclusive Property of the Company and its subsidiaries (hereinafter “Trade Secrets”). Executive covenants and agrees to use his her best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in Section 7, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:
7.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 During the period of Executive’s employment with the Company and for sixty (60) months immediately following the termination of such employment, Executive will not disclose or reveal to any person, firm or corporation other than in connection with the business of the Company and its subsidiaries or as may be required by law, any Trade Secret used or useable by the Company or any of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of his her employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he she will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him she during the course of his her employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his her personal entitlements and obligations, his her rolodex, his her personal correspondence files; and any additional personal property;
7.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement and, for a period of eighteen (18) months immediately following the termination of the Executive’s employment with the Company, Executive will not:
7.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive will not during the period of his her employment with the Company and, subject to the provisions hereof for a period of eighteen (18) months immediately following the termination of Executive’s employment with the Company,
7.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the Companies.
Appears in 1 contract
Samples: Employment Agreement (China Green Agriculture, Inc.)
Trade Secrets. Executive Distributor hereby acknowledges and agrees that his employment position with the Company is one of trust and confidence. Executive further understands and acknowledges that, during the course of Executive’s employment with the Company, Executive will be entrusted with access to MTI owns certain confidential information, specialized knowledge and trade secrets and other confidential and/or proprietary information and intellectual property which belong constitute valuable property rights, which MTI has developed through a substantial expenditure of time and money, which are and will continue to be utilized in MTI's business and which are not generally known to the Company, or its subsidiaries, includingtrade. This proprietary information expressly includes, but is not limited to, their methods the list of operation names of the distributors, dealers, customers and developing customer basesuppliers of MTI, its manner the identities of cultivating customer relationskey personnel of the distributors, its practices dealers, customers and preferencessuppliers of MTI, current and future market strategiesother information concerning the Products, formulasfinances, patterns, patents, devices, secret inventions, personnel contractors processes, compilations of pricing information, recordsproduction schedules and other types of proprietary information relating to MTI's operations. In recognition of these facts, Distributor hereby agrees that the Distributor, both during and after the term of this Agreement:
(a) Will not use or disclose, directly or indirectly, and customer listswill keep secret and confidential, all trade secrets and proprietary INITIAL: ____________ ____________ REVISION DATE: 12/6/96 THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
(b) Will not, directly or indirectly, either on Distributor's own behalf or on behalf of which are regularly used in the operation any other person or entity, solicit or attempt to solicit any employee, contractor, dealer or distributor of MTI to leave their business and which Executive acknowledges have been acquiredemployment, learned and developed by them only through the expenditure of substantial sums of moneycontractor, time and effort, which are not readily ascertainable, and which are discoverable only dealer or distributor relationship with substantial effort, and which thus are the confidential and the exclusive Property of the Company and its subsidiaries MTI;
(hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in Section 7, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall survive c) Upon the termination of this Agreement regardless or at anytime at MTI's request, Distributor shall return all documents or materials which have been furnished to Distributor by MTI in connection with this Agreement; and
(d) All uses by Distributor of MTI's name or any trademarks or tradenames (or any other marks or names closely resembling the reasonsame) as follows:
7.1.1 Executive will at no time take now and hereafter owned by MTI or its affiliates shall be subject to prior written approval by MTI. Distributor is not authorized to use MTI's names or trademarks in connection with any action or make any statement that will disparage or discredit the Company, any aspect of its subsidiaries or their products or services;
7.1.2 During the period of Executive’s employment with the Company and for sixty (60) months immediately following the termination of such employment, Executive will not disclose or reveal to any person, firm or corporation business other than in connection with the business sales, marketing and advertising of the Company and its subsidiaries or as may be required by law, any Trade Secret used or useable by the Company or any of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and any additional personal property;
7.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement and, for a period of eighteen (18) months immediately following the termination of the Executive’s employment with the Company, Executive will not:
7.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive will not during the period of his employment with the Company and, subject to the provisions hereof for a period of eighteen (18) months immediately following the termination of Executive’s employment with the Company,
7.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the CompaniesProducts.
Appears in 1 contract
Samples: Products Distribution Agreement (Motorvac Technologies Inc)
Trade Secrets. The Executive acknowledges that his employment position with the Company is one of trust he has had, and confidence. Executive further understands and acknowledges thatwill have, during the course of Executive’s employment with the Company, Executive will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to information of the Company, or its subsidiaries, Employers (including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategiesprospective confidential know-how, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their marketing plans, business plans, financial and which Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainablepricing information, and which are discoverable only with substantial effortinformation regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospects, and which thus are the confidential and the exclusive Property assets of the Company Employers that is unique, valuable and its subsidiaries not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure shall not include any information that:
(i) is now, or hereafter becomes, through no act or failure to third parties. act on the part of the Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in that constitutes a breach of this Section 7, generally known or available to the public; (ii) is known to the Executive would not be entrusted with any of at the time such Trade Secrets. Accordinglyinformation was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless other than an employee or agent of the reasonEmployers, who is not under any obligation of confidentiality to the Employers or an Affiliate; (iv) as follows:
7.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 During the period of Executive’s employment is disclosed with the Company and for sixty written approval of the Employers; or (60v) months immediately following the termination is required to be disclosed or provided by law, court order, order of such employmentany regulatory agency having jurisdiction or similar compulsion, Executive will not disclose including pursuant to or reveal to any person, firm or corporation other than in connection with any legal proceeding involving the business of the Company and its subsidiaries or as may parties hereto; provided however, that such disclosure shall be required by law, any Trade Secret used or useable by the Company or any of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard limited to the financial, business, extent so required or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence filescompelled; and any additional personal property;
7.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; providedprovided further, however, that nothing contained herein if the Executive is required to disclose such confidential information, he shall be construed give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to limit or prevent any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the purchase or beneficial ownership by Executive of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement andEmployers, for a period of eighteen (18) months immediately following at the termination of his employment or at any other time at the Executive’s employment with the Company, Executive will not:
7.1.5.1 solicit or accept competing business from any customer of any request of the Companies Employers, without retaining any copies, all documents and other materials in his possession relating, directly or any person or entity known by Executive to be or have beenindirectly, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive will not during the period of his employment with the Company and, subject to the provisions hereof for a period of eighteen (18) months immediately following the termination of Executive’s employment with the Company,
7.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the CompaniesTrade Secrets.
Appears in 1 contract
Trade Secrets. Executive During the term of Employee's employment, the ------------- Company will provide Employee access to, and Employee will have access to and become familiar with, various Trade Secrets. Employee acknowledges and agrees that his employment position with the Trade Secrets (a) are secret and not known in the Company's industry; (b) are entrusted to Employee after being informed of their confidential and secret status by the Company is one or its Affiliates and because of trust and confidence. Executive further understands and acknowledges that, during the course of Executive’s employment fiduciary position occupied by Employee with the Company, Executive will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to the Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their business and which Executive acknowledges ; (c) have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time Company and effort, which are not readily ascertainable, its Affiliates for and which are discoverable only with substantial effort, and which thus are the confidential and the exclusive Property on behalf of the Company and its subsidiaries Affiliates through substantial expenditures of time, effort and money and are used in their businesses; (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent the protections afforded d) give the Company and its subsidiaries in Section 7, Executive would Affiliates an advantage over competitors who do not be entrusted with any know or use the Trade Secrets; (e) are of such value and nature as to make it reasonable and necessary to protect and preserve the confidentiality and secrecy of the Trade Secrets. Accordingly; and (f) are valuable, Executive agrees special and covenants (which agreement and covenant shall survive the termination unique assets of this Agreement regardless of the reason) as follows:
7.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 During the period of Executive’s employment with the Company and for sixty (60) months immediately following its Affiliates, the termination disclosure of such employment, Executive which could cause substantial injury and loss of profits and goodwill to the Company and its Affiliates. Employee will not use in any way or disclose any of the Trade Secrets, directly or reveal indirectly, either during the term of Employee's employment or at any time thereafter, except as required in the course of Employee's employment. All files, records, documents, information, data and similar items relating to any person, firm or corporation other than in connection with the business of the Company and its subsidiaries Affiliates, whether prepared by Employee or as may be required by lawotherwise coming into Employee's possession, any Trade Secret used or useable by will remain the Company or any of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive Company and its Affiliates and will not be removed from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and any additional personal property;
7.1.4 During the term premises of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in Company and its Affiliates under any business competing directly with the Companies circumstances without the prior written consent of the Company, which may be withheld President of the Company (except in the Company’s sole discretion; provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive ordinary course of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement and, for a business during Employee's period of eighteen (18) months immediately following employment), and in any event will be promptly delivered to the Company upon termination of the Executive’s employment with the Company, Executive will not:
7.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive will not during the period of his Employee's employment with the Company andand its Affiliates. Employee agrees that upon Employee's receipt of any subpoena, subject process or other request to produce or divulge, directly or indirectly, any Trade Secrets to any entity, agency, tribunal or person, Employee will timely notify and promptly hand deliver a copy of the subpoena, process or other request to the provisions hereof for a period President of eighteen (18) months immediately following the termination of Executive’s employment with the Company,
7.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the Companies.
Appears in 1 contract
Trade Secrets. Executive acknowledges that his employment position with the Company WMGC is one of trust and confidence. The Executive further understands and acknowledges that, during the course of the Executive’s 's employment with WMGC, the Company, Executive will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to the CompanyWMGC, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their business and which the Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainable, and which are discoverable only with substantial effort, and which thus are the confidential and the exclusive Property of the Company WMGC and its subsidiaries (hereinafter “"Trade Secrets”"). The Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. The Executive further acknowledges that, absent the protections afforded the Company WMGC and its subsidiaries in Section 7this paragraph, the Executive would not be entrusted with any of such Trade Secrets. Accordingly, the Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement Agreement, regardless of the reason) as follows:
7.1.1 : The Executive will at no time take any action or make any statement that will disparage or discredit the CompanyWMGC, any of its subsidiaries or their products or services;
7.1.2 . During the period of the Executive’s 's employment with the Company WMGC and for sixty (60) 60 months immediately following the termination of such employment, the Executive will not disclose or reveal to any person, firm or corporation other than in connection with the business of the Company WMGC and its subsidiaries or as may be required by law, any Trade Secret used or useable by the Company WMGC or any of its subsidiaries, divisions or Affiliates affiliated companies (collectively the “"Companies”") in connection with their respective businesses, known to Executive as a result of his employment by the CompanyWMGC, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 . Upon the termination of the Executive’s 's employment with WMGC, the Company, Executive will return to the Company WMGC all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which the Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and any additional personal property;
7.1.4 During the term of the Agreement and, subject to the provisions of Subsection 7.1.6 hereof, for a period of three (3) 36 months immediately following the termination of the Executive’s 's employment with the CompanyWMGC, Executive will not: solicit or accept competing business from any customer of any of the Companies or any person or entity known by the Executive to be or have been, during the term of the Executive's employment with WMGC, a customer or Prospective Customer (as hereinafter defined) of any of the Companies without the prior written consent of WMGC; encourage, request or advise any such customer or prospective customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the CompanyWMGC, which may be withheld in the Company’s WMGC's sole discretion; provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement and, for a period of eighteen (18) months immediately following the termination of the Executive’s employment with the Company, Executive will not:
7.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 . The Executive will not during the period of his employment with the Company WMGC and, subject to the provisions hereof for a period of eighteen (18) 36 months immediately following the termination of Executive’s 's employment with the Company,
7.1.6.1 WMGC, conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7;
7.1.6.2 hereunder; encourage, induce or solicit any person employed by any of the Companies to facilitate the Executive’s 's violation of the covenants contained in this Section 7;
7.1.6.3 hereunder; assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 or employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the Companies. The Executive expressly acknowledges that all of the provisions of this Section 7 of this Agreement have been bargained for and the Executive's agreement hereto is an integral part of the consideration to be rendered by the Executive which justify the rate and extent of the compensation provided for hereunder. The Executive acknowledges and agrees that a violation of any one of the covenants contained in this Section 7 shall cause irreparable injury to WMGC, that the remedy at law for such a violation would be inadequate and that WMGC shall thus be entitled to injunctive relief to enforce that covenant.
Appears in 1 contract
Trade Secrets. Executive acknowledges that his employment position with the Company is one of trust and confidence. Executive further understands and acknowledges that, during the course of Executive’s 's employment with the Company, Executive will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to the Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their business and which Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainable, and which are discoverable only with substantial effort, and which thus are the confidential and the exclusive Property property of the Company and its subsidiaries (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in Section 78, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:
7.1.1 8.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 8.1.2 During the period of Executive’s 's employment with the Company and for sixty (60) 60 months immediately following the termination of such employment, Executive will not disclose or reveal to any person, firm or corporation other than in connection with the business of the Company and its subsidiaries or as may be required by law, any Trade Secret used or useable by the Company or any of its subsidiaries, divisions or Affiliates (collectively collectively, the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him her during the course of his employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 8.1.3 Upon the termination of Executive’s 's employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodexRolodex, his personal correspondence files; and any additional personal property;
7.1.4 8.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s 's employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934publicly traded security;
7.1.5 8.1.5 During the term of the Agreement and, for a period of eighteen (18) months immediately following the termination of the Executive’s 's employment with the Company, Executive will not:
7.1.5.1 8.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive to be or have been, during the preceding 18 eighteen (18) months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 8.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 8.1.6 Executive will not during the period of his employment with the Company and, subject to the provisions hereof for a period of eighteen (18) months immediately following the termination of Executive’s 's employment with the Company,
7.1.6.1 8.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 78;
7.1.6.2 8.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s 's violation of the covenants contained in this Section 78;
7.1.6.3 8.1.6.3 assist any entity to solicit the employment of any employee Executive of any of the Companies; or
7.1.6.4 8.1.6.4 employ or hire any employee Executive of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurerco-venturer, or otherwise encourage or induce them to terminate their employment with any of the Companies.
Appears in 1 contract
Trade Secrets. Executive Distributor hereby acknowledges and agrees that his employment position with the Company is one of trust and confidence. Executive further understands and acknowledges that, during the course of Executive’s employment with the Company, Executive will be entrusted with access to ------------- MTI owns certain confidential information, specialized knowledge and trade secrets and other confidential and/or proprietary information and intellectual property which belong constitute valuable property rights, which MTI has developed through a substantial expenditure of time and money, which are and will continue to be utilized in MTI's business and which are not generally known to the Company, or its subsidiaries, includingtrade. This proprietary information expressly includes, but is not limited to, their methods the list of operation names of the distributors, dealers, customers and developing customer basesuppliers of MTI, its manner the identities of cultivating customer relationskey personnel of the distributors, its practices dealers, customers and preferencessuppliers of MTI, current and future market strategiesother information concerning the Products, formulasfinances, patterns, patents, devices, secret inventions, personnel contractors processes, compilations of pricing information, recordsproduction schedules and other types of proprietary information relating to MTI's operations. In recognition of these facts, Distributor hereby agrees that the Distributor, both during and after the term of this Agreement: INITIAL: _____ _____ THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
(a) Will not use or disclose, directly or indirectly, and customer listswill keep secret and confidential, all trade secrets and proprietary information of which are regularly used in the operation MTI, including but not limited to those items specifically mentioned above;
(b) Will not, directly or indirectly, either on Distributor's own behalf or on behalf of any other person or entity, solicit or attempt to solicit any employee, contractor, dealer or distributor of MTI to leave their business and which Executive acknowledges have been acquiredemployment, learned and developed by them only through the expenditure of substantial sums of moneycontractor, time and effort, which are not readily ascertainable, and which are discoverable only dealer or distributor relationship with substantial effort, and which thus are the confidential and the exclusive Property of the Company and its subsidiaries MTI;
(hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in Section 7, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall survive c) Upon the termination of this Agreement regardless or at anytime at MTI's request, Distributor shall return all documents or materials which have been furnished to Distributor by MTI in connection with this Agreement; and
(d) All uses by Distributor of MTI's name or any trademarks or tradenames (or any other marks or names closely resembling the reasonsame) as follows:
7.1.1 Executive will at no time take now and hereafter owned by MTI or its affiliates shall be subject to prior written approval by MTI. Distributor is not authorized to use MTI's names or trademarks in connection with any action or make any statement that will disparage or discredit the Company, any aspect of its subsidiaries or their products or services;
7.1.2 During the period of Executive’s employment with the Company and for sixty (60) months immediately following the termination of such employment, Executive will not disclose or reveal to any person, firm or corporation business other than in connection with the business sales, marketing and advertising of the Company and its subsidiaries or as may be required by law, any Trade Secret used or useable by the Company or any of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and any additional personal property;
7.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement and, for a period of eighteen (18) months immediately following the termination of the Executive’s employment with the Company, Executive will not:
7.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive will not during the period of his employment with the Company and, subject to the provisions hereof for a period of eighteen (18) months immediately following the termination of Executive’s employment with the Company,
7.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the CompaniesProducts.
Appears in 1 contract
Samples: Products Distribution Agreement (Motorvac Technologies Inc)
Trade Secrets. Executive acknowledges that his employment position with the Company is one of trust The Parties acknowledge and confidence. Executive further understands and acknowledges agree that, during the course consulting relationship hereunder, the Company will provide and make available to Neustadt, and Neustadt will have access to and become familiar with, various trade secrets and proprietary and confidential information of Executive’s employment with the Company, Executive will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to the Company's direct and indirect subsidiaries (the "Subsidiaries"), or its subsidiariesand their affiliates, includingincluding processes, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventions, processescomputer programs, compilations of information, records, and sales procedures, customer requirements, pricing techniques, customer lists, all identity of employees, methods of doing business, and other confidential information (collectively, "Trade Secrets") which are owned by the Company, the Subsidiaries, and/or their affiliates and regularly used in the operation of their business and which Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainablebusiness, and as to which are discoverable only with substantial effort, and which thus are the confidential and the exclusive Property of the Company and its subsidiaries (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in Section 7, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:
7.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, the Subsidiaries, and/or their affiliates take precautions to prevent dissemination to persons other than certain directors, officers, partners, managers, members, and employees. Neustadt acknowledges and agrees that the Trade Secrets (a) are secret and not known in the industry; (b) give the Company, the Subsidiaries, and/or their affiliates an advantage over competitors who do not know or use the Trade Secrets; (c) are of such value and nature as to make it reasonable and necessary to protect and preserve the confidentiality and secrecy of the Trade Secrets; and (d) are valuable and special and unique assets of the Company, the Subsidiaries, and/or their affiliates, the disclosure of which could cause substantial injury and loss of profits and goodwill to the Company, the Subsidiaries and/or their affiliates. Neustadt may not use in any way or disclose any of its subsidiaries the Trade Secrets, directly or their products indirectly, during the consulting relationship or services;
7.1.2 During the period of Executive’s employment with the Company and for sixty at any time thereafter, except (60i) months immediately following the termination of such employment, Executive will not disclose or reveal to any person, firm or corporation other than as required in connection with the business of the Company and its subsidiaries a judicial or as may be required by law, any Trade Secret used administrative proceeding or useable by the Company or any of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businessesrendering the consulting services described in paragraph 1 above, known to Executive or (ii) if the information becomes public knowledge other than as a result of his employment an unauthorized disclosure by the CompanyNeustadt. All files, or other relationship with the Companiesrecords, documents, information, data, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials similar items relating to the business of any of the CompaniesCompany, which Executive hereby acknowledges are whether prepared by Neustadt or otherwise coming into his possession, will remain the sole and exclusive property of the Companies Company, and in any event must be promptly delivered to the Company upon the expiration or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and any additional personal property;
7.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s employment with consulting relationship under this Agreement. Neustadt agrees upon his receipt of any subpoena, process, or other request to produce or divulge, directly or indirectly, any Trade Secrets to any entity, agency, tribunal, or person, Neustadt shall timely notify and promptly hand deliver a copy of the subpoena, process or other request to the Company. For this purpose, Executive will not: compete, or participate as a shareholder, director, officer, partner Neustadt irrevocably nominates and appoints the Company (limited or generalincluding any attorney retained by the Company), trusteeas his true and lawful attorney-in-fact, holder of a beneficial interestto act in Neustadt's name, employee, agent of or representative in place and stead to perform any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; provided, however, act that nothing contained herein shall be construed Neustadt might perform to limit or prevent the purchase or beneficial ownership by Executive of less than five percent defend and protect against any disclosure of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement and, for a period of eighteen (18) months immediately following the termination of the Executive’s employment with the Company, Executive will not:
7.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive will not during the period of his employment with the Company and, subject to the provisions hereof for a period of eighteen (18) months immediately following the termination of Executive’s employment with the Company,
7.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the CompaniesTrade Secret.
Appears in 1 contract
Trade Secrets. Executive It is understood that during the course of his employment hereunder and for all time thereafter, the Employee will have access to and become familiar with certain proprietary and confidential information of the Company which is not generally known to the public (the "Trade Secrets’’), which includes, by way of illustration and not by way of limitation:
(a) Lists containing the names of past, present and prospective customers, employees, principals, clients and suppliers;
(b) The past, present and prospective methods, procedures and techniques utilized in identifying prospective markets, subscribers, customers, clients and suppliers, and in soliciting the business thereof;
(c) The past, present and prospective methods, procedures and techniques used in the operation of the Company’s business, including marketing plans and objectives and the methods, procedures and techniques utilized in selling, pricing, applying and delivering the Company’s products and services; and
(d) Compilations of data, information, databases, computer programs, publications, reports, maps, surveys, contracts and records which are owned or developed by the Company and/or which are used in the operation of the business of the Company, including, without limitation, electronically stored information. Employee acknowledges that the Trade Secrets give the Company an advantage over its competitors, and that the same is not available to or known by the Company’s competitors or the general public. Employee further acknowledges that the Company has devoted substantial time, money, and effort in the development of the Trade Secrets and in maintaining the proprietary and confidential nature thereof. Employee further acknowledges his employment position with the Company is one of the highest trust and confidenceconfidence by reason of Employee’s knowledge of, access to, and contact with the Trade Secrets. Executive further understands Employee agrees to use his best efforts and acknowledges exercise utmost diligence to protect and safeguard the Trade Secrets. Employee covenants that, during the term of this Agreement and for all time thereafter regardless of which party terminates this Agreement he will not disclose, disseminate or distribute to another, nor induce any other person to disclose, disseminate or distribute, any Trade Secrets of the Company, directly or indirectly, either for Employee’s own benefit or for the benefit of another, whether or not acquired, learned, obtained or developed by Employee alone or in conjunction with others, nor will Employee use or cause to be used any Trade Secrets in any way except as is required in the course of Executive’s his employment with the Company, Executive will be entrusted with access . Employee acknowledges and covenants that all Trade Secrets relating to certain confidential information, specialized knowledge and trade secrets which belong to the business of the Company, whether prepared by Employee or its subsidiariesotherwise coming into his possession, shall remain the exclusive property of the Company, shall not be copied or otherwise reproduced in whole or in part, and shall not be removed from the premises of the Company, under any circumstances whatsoever without the prior written consent of the Company. Employee further covenants that all Company equipment, machinery, computer hardware and software, and all other memoranda, data, information, notes, records, drawings or other documents made, compiled, acquired or received by Employee during the term of this Agreement which are in his possession or under his control at the termination of his employment hereunder, concerning any Company activity, including, but not limited to, their methods information, databases, computer programs, reports, maps, surveys, contracts, lists of operation customers and developing customer baseclients, its manner lists of cultivating customer relationssuppliers, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventionsdata, processes, compilations of information, records, techniques and customer lists, all of which are regularly applications developed and/or used in the operation of their business and which Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainable, and which are discoverable only with substantial effort, and which thus are the confidential and the exclusive Property of the Company and its subsidiaries (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in Section 7, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:
7.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 During the period of Executive’s employment with the Company and for sixty (60) months immediately following the termination of such employment, Executive will not disclose or reveal to any person, firm or corporation other than in connection with the business of the Company and its subsidiaries or as may be required by law, any Trade Secret used or useable by the Company or any of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companiesmanagement techniques, names of suppliers and customers, marketing and sales techniques, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement product and at service pricing information, shall together with all times thereaftercopies, he will keep confidential and not disclose or reveal to any personbe delivered, firm or corporation other than in connection with the business of the Companies or as may be required by applicable lawgood condition, any information received by him during the course of his employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies immediately upon Employee’s termination (whether or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and any additional personal property;
7.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s employment with not so requested by the Company, Executive will not: compete), or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in at any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in time upon the Company’s sole discretion; provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement and, for a period of eighteen (18) months immediately following the termination of the Executive’s employment with the Company, Executive will not:
7.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive will not during the period of his employment with the Company and, subject to the provisions hereof for a period of eighteen (18) months immediately following the termination of Executive’s employment with the Company,
7.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the Companiesrequest.
Appears in 1 contract
Trade Secrets. Executive Employee acknowledges that his employment position with the Company is one of trust and confidence. Executive further understands and acknowledges that, during the course of Executive’s employment with the Company, Executive will be entrusted with he has had access to certain confidential information, specialized knowledge and become familiar with various trade secrets which belong to the Companyand proprietary and confidential information of Riverbed, or its subsidiariessubsidiaries and affiliates, including, but not limited to, their methods of operation and developing customer baseprocesses, its manner of cultivating customer relations, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventions, processescomputer programs, compilations of information, records, and sales procedures, customer decision makers, customer requirements, pricing techniques, customer lists, all methods of doing business and other confidential information (collectively, referred to as “Trade Secrets”), which are owned by Riverbed, its subsidiaries and/or affiliates and regularly used in the operation of their business and which Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainableits business, and as to which Riverbed, its subsidiaries and/or affiliates take precautions to prevent dissemination to persons other than certain directors, officers and employees. Employee acknowledges and agrees that the Trade Secrets (1) are discoverable only with substantial effort, secret and which thus not known in the industry; (2) give Riverbed or its subsidiaries and/or affiliates an advantage over competitors who do not know or use the Trade Secrets; (3) are of such value and nature as to make it reasonable and necessary to protect and preserve the confidential confidentiality and the exclusive Property secrecy of the Company Trade Secrets; and (4) are valuable and special and unique assets of Riverbed or its subsidiaries (hereinafter “and/or affiliates, the disclosure of which could cause substantial injury and loss of profits and goodwill to Riverbed or its subsidiaries and/or affiliates. Employee may not use in any way or disclose any of the Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent directly or indirectly, at any time in the protections afforded the Company and its subsidiaries in Section 7future, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless of the reason) except as follows:
7.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 During the period of Executive’s employment with the Company and for sixty (60) months immediately following the termination of such employment, Executive will not disclose or reveal to any person, firm or corporation other than required in connection with a judicial or administrative proceeding, or if the business of the Company and its subsidiaries or as may be required by law, any Trade Secret used or useable by the Company or any of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive information becomes public knowledge other than as a result of his employment an unauthorized disclosure by the CompanyEmployee. All files, or other relationship with the Companiesrecords, documents, information, data, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials similar items relating to the business of any of Riverbed, whether prepared by Employee or otherwise coming into his possession, will remain the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies Riverbed, and in any event must be promptly delivered to Riverbed upon execution of this Agreement. Employee agrees that upon his receipt of any subpoena, process, or other request to produce or divulge, directly or indirectly, any one of them. Nothing in this Agreement Trade Secrets to any entity, agency, tribunal, or person, Employee shall prohibit Executive from retaining, at all times any document relating to his personal entitlements timely notify and obligations, his rolodex, his personal correspondence files; and any additional personal property;
7.1.4 During the term promptly hand deliver a copy of the Agreement andsubpoena, for a period of three process or other request to Riverbed. For this purpose, Employee irrevocably nominates and appoints Riverbed (3including any attorney retained by Riverbed) months immediately following the termination of the Executiveas his true and lawful attorney-in-fact, to act in Employee’s employment with the Companyname, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in place and stead to perform any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; provided, however, act that nothing contained herein shall be construed Employee might perform to limit or prevent the purchase or beneficial ownership by Executive of less than five percent defend and protect against any disclosure of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement and, for a period of eighteen (18) months immediately following the termination of the Executive’s employment with the Company, Executive will not:
7.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive will not during the period of his employment with the Company and, subject to the provisions hereof for a period of eighteen (18) months immediately following the termination of Executive’s employment with the Company,
7.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the CompaniesTrade Secret.
Appears in 1 contract
Samples: General Release Agreement (Riverbed Technology, Inc.)
Trade Secrets. The Executive acknowledges that his employment position with the Company is one of trust she has had, and confidence. Executive further understands and acknowledges thatwill have, during the course of Executive’s employment with the Company, Executive will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to information of the Company, or its subsidiaries, Employers (including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategiesprospective confidential know-how, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their marketing plans, business plans, financial and which Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainablepricing information, and which are discoverable only with substantial effortinformation regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospects, and which thus are the confidential and the exclusive Property assets of the Company Employers that is unique, valuable and its subsidiaries (hereinafter “Trade Secrets”). Executive covenants not generally known outside the Employers, and agrees to use his best efforts and utmost diligence to protect those Trade Secrets that was obtained from disclosure to third parties. Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in Section 7, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (Employers or which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:
7.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 During the period of Executive’s employment with the Company and for sixty (60) months immediately following the termination of such employment, Executive will not disclose or reveal to any person, firm or corporation other than in connection with the business of the Company and its subsidiaries or as may be required by law, any Trade Secret used or useable by the Company or any of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive was learned as a result of his employment the performance of services by the CompanyExecutive on behalf of the Employers ("Trade Secrets"). Trade Secrets shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to act on the part of the Executive that constitutes a breach of this Section 7, generally known or available to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, other relationship than an employee or agent of the Employers, who is not under any obligation of confidentiality to the Employers or an affiliate; (iv) is disclosed with the Companieswritten approval of the Employers; or (v) is required to be disclosed or provided by law, and which is not otherwise publicly available. Executive further agrees that during the term court order, order of this Agreement and at all times thereafterany regulatory agency having jurisdiction or similar compulsion, he will keep confidential and not disclose including pursuant to or reveal to any person, firm or corporation other than in connection with any legal proceeding involving the business of the Companies or as may parties hereto; provided however, that such disclosure shall be required by applicable law, any information received by him during the course of his employment with regard limited to the financial, business, extent so required or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence filescompelled; and any additional personal property;
7.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; providedprovided further, however, that nothing contained herein if the Executive is required to disclose such confidential information, she shall be construed give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to limit or prevent any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the purchase or beneficial ownership by Executive of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement andEmployers, for a period of eighteen (18) months immediately following at the termination of her employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in [his/her] possession relating, directly or indirectly, to any Trade Secrets. Nothing contained in this Agreement limits the Executive’s employment ability to file a charge or complaint with the CompanyEqual Employment Opportunity Commission, Executive will not:
7.1.5.1 solicit or accept competing business from any customer the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Indiana Department of any Financial Institutions, the Board of Governors of the Companies Federal Reserve System or any person other federal, state or entity known by local governmental agency or commission that has jurisdiction over the Company or the Bank (the “Government Agencies”). The Executive further understands that this Agreement does not limit his/her ability to be or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or communicate with any of the Companies; or
7.1.6 Executive will not during the period of his employment with Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and, subject to and/or the provisions hereof for a period of eighteen (18) months immediately following Bank. This Agreement does not limit the termination of Executive’s employment with the Company,
7.1.6.1 conspire with any person employed by any of the Companies with respect right to receive an award for information provided to any of the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the CompaniesGovernment Agencies.
Appears in 1 contract
Samples: Change in Control Agreement (Mutualfirst Financial Inc)
Trade Secrets. Executive acknowledges that his employment position with the Company is one of trust and confidence. Executive further understands and acknowledges that, during the course of Executive’s employment with the Company, Executive will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to the Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their business and which Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainable, and which are discoverable only with substantial effort, and which thus are the confidential and the exclusive Property property of the Company and its subsidiaries (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in Section 7, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:
7.1.1 8.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 8.1.2 During the period of Executive’s employment with the Company and for sixty (60) 60 months immediately following the termination of such employment, Executive will not disclose or reveal to any person, firm or corporation other than in connection with the business of the Company and its subsidiaries or as may be required by law, any Trade Secret used or useable by the Company or any of its subsidiaries, divisions or Affiliates (collectively collectively, the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 8.1.3 Upon the termination of Executive’s employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodexRolodex, his personal correspondence files; and any additional personal property;
7.1.4 8.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934publicly traded security;
7.1.5 8.1.5 During the term of the Agreement and, for a period of eighteen (18) months immediately following the termination of the Executive’s employment with the Company, Executive will not:
7.1.5.1 8.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive to be or have been, during the preceding 18 eighteen (18) months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 8.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 8.1.6 Executive will not during the period of his employment with the Company and, subject to the provisions hereof for a period of eighteen (18) months immediately following the termination of Executive’s employment with the Company,
7.1.6.1 8.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7;
7.1.6.2 8.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
7.1.6.3 8.1.6.3 assist any entity to solicit the employment of any employee Executive of any of the Companies; or
7.1.6.4 8.1.6.4 employ or hire any employee Executive of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurerco-venturer, or otherwise encourage or induce them to terminate their employment with any of the Companies.
Appears in 1 contract
Trade Secrets. Executive acknowledges that his employment position with the Company is one of trust and confidence. Executive further understands and acknowledges that, during the course of Executive’s 's employment with the Company, Executive will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to the Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their business and which Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainable, and which are discoverable only with substantial effort, and which thus are the confidential and the exclusive Property of the Company and its subsidiaries (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in Section 78, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:
7.1.1 8.1.1 Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 8.1.2 During the period of Executive’s 's employment with the Company and for sixty (60) 60 months immediately following the termination of such employment, Executive will not disclose or reveal to any person, firm or corporation other than in connection with the business of the Company and its subsidiaries or as may be required by law, any Trade Secret used or useable by the Company or any of its subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 8.1.3 Upon the termination of Executive’s 's employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and any additional personal property;
7.1.4 8.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s 's employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 8.1.5 During the term of the Agreement and, for a period of eighteen (18) months immediately following the termination of the Executive’s 's employment with the Company, Executive will not:
7.1.5.1 8.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written consent of the Company;
7.1.5.2 8.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 8.1.6 Executive will not during the period of his employment with the Company and, subject to the provisions hereof for a period of eighteen (18) months immediately following the termination of Executive’s 's employment with the Company,
7.1.6.1 8.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 78;
7.1.6.2 8.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s 's violation of the covenants contained in this Section 7;
7.1.6.3 8.1.6.3 assist any entity to solicit the employment of any employee Executive of any of the Companies; or
7.1.6.4 8.1.6.4 employ or hire any employee Executive of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurerco-venturer, or otherwise encourage or induce them to terminate their employment with any of the Companies.
Appears in 1 contract
Samples: Employment Agreement (CHINA INFRASTRUCTURE CONSTRUCTION Corp)
