Confidentiality and Noncompetition. (a) Executive acknowledges that, prior to and during the Term of this Agreement, the Company has furnished and will furnish to Executive Confidential Information which could be used by Executive on behalf of a competitor of the Company to the Company's substantial detriment. Moreover, the parties recognize that Executive during the course of his employment with the Company may develop important relationships with customers and others having valuable business relationships with the Company. In view of the foregoing, Executive acknowledges and agrees that the restrictive covenants contained in this Section are reasonably necessary to protect the Company's legitimate business interests and good will.
(b) Executive agrees that he shall protect the Company's Confidential Information and shall not disclose to any Person, or otherwise use, except in connection with his duties performed in accordance with this Agreement, any Confidential Information at any time, including following the termination of his employment with the Company for any reason; provided, however, that Executive may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Executive will promptly notify the Company of such order or subpoena to provide the Company an opportunity to protect its interests. Executive's obligations under this Section 4(b) shall survive any expiration or termination of this Agreement for any reason, provided that Executive may after such expiration or termination disclose Confidential Information with the prior written consent of the Board.
(c) Upon the termination or expiration of his employment hereunder, Executive agrees to deliver promptly to the Company all Company files, customer lists, management reports, memoranda, research, Company forms, financial data and reports and other documents supplied to or created by him in connection with his employment hereunder (including all copies of the foregoing) in his possession or control, and all of the Company's equipment and other materials in his possession or control. Executive's obligations under this Section 4(c) shall survive any expiration or termination of this Agreement.
(d) Upon the termination or expiration of his employment under this Agreement, Executive agrees that for a period of one (1) year from his date of termination or until the end of the period for which he is entitled to receive compensation under Section 5.1(a) below...
Confidentiality and Noncompetition. The Executive shall enter into the Confidentiality Agreement and Non-Compete Agreement. The Executive’s execution of those agreements is a material inducement for the Company to enter into this Agreement. Therefore, this Agreement will be null and void unless the Executive enters into the Confidentiality Agreement and the Non-Compete Agreement.
Confidentiality and Noncompetition. (a) Unless otherwise required by law or judicial process, the Executive shall keep confidential all confidential information known to the Executive concerning the Company and its businesses during his employment with the Company and for the shorter of three (3) years following the termination of the Executive's employment with the Company or until such information is publicly disclosed by the Company or otherwise becomes publicly disclosed other than through the Executive's actions; provided, that the Executive shall provide notice to the Company in advance of any disclosure required by law or judicial process in a timely manner to permit the Company to oppose such compelled disclosure.
(b) The Executive agrees that during his employment with the Company and for a period of one (1) year thereafter (unless such employment is terminated by the Company pursuant to Section 5(c) without Cause or by the Executive pursuant to Section 5(d) with Good Reason, provided that the Company does not contest that such termination was for Good Reason), he shall not, directly or indirectly, as a principal, officer, director, employee or in any other capacity whatsoever, without the prior written consent of the Company, engage in, or be or become interested or acquire any ownership of any kind in, or become associated with, or make loans or advance property to any person engaged in or about to engage in, any business activity that is in substantial competition (in excess of 15% of net sales of the business) with any of the businesses engaged in by the Company during the Term in any of the geographic areas in which such businesses are then conducted by the Company or have been conducted by the Company during the twelve months preceding the termination of the Executive's employment. Nothing in this Agreement shall prevent the Executive from making or holding any investment in any amount in securities traded on any national securities exchange or traded in the over the counter market, provided said investments do not exceed one percent (1%) of the issued and outstanding stock of any one such corporation.
Confidentiality and Noncompetition. 13.1 The Executive will not, during or after the Term, disclose to any entity or person any information which is treated as confidential by Energy East or the Company and to which the Executive gains access by reason of his position as an employee or director of Energy East or the Company.
13.2 If, at any time prior to the end of the Term (or, if later, the end of the Change-in-Control Protective Period), the Executive terminates his own employment without Good Reason (and not in connection with his Disability, Retirement or death) or Energy East terminates his employment with Cause, then for a twelve-month period immediately following his Date of Termination, the Executive shall not, except as permitted by Energy East upon its prior written consent, enter, directly or indirectly, into the employ of or render or engage in, directly or indirectly, any services to any person, firm or corporation within the "Restricted Territory," which is a major competitor of Energy East, the Company or any generation subsidiary of Energy East with respect to products which Energy East, the Company or any generation subsidiary of Energy East are then producing or services Energy East, the Company or any generation subsidiary of Energy East are then providing (a "Competitor"). However, it shall not be a violation of the immediately preceding sentence for the Executive to be employed by, or render services to, a Competitor, if the Executive renders those services only in lines of business of the Competitor which are not directly competitive with the primary lines of business of Energy East, the Company or any generation subsidiary of Energy East or are outside of the Restricted Territory. For purposes of this Section 13.2, the "Restricted Territory" shall be the states of Maryland, New Jersey, New York and Pennsylvania. If, at any time following a Change-in-Control, or a Potential Change-in-Control under the circumstances described in the second sentence of Section 10.1 hereof, and prior to the end of the Term (or, if later, the end of the Change-in-Control Protective Period), the Executive terminates his own employment with Good Reason (and not in connection with his Disability or Retirement) or Energy East terminates his employment without Cause, then for a twelve month period immediately following his Date of Termination, the Executive shall not enter into the employ of any person, firm or corporation or any affiliate thereof (as such term is defined in Rule 12b-2 of the E...
Confidentiality and Noncompetition. By signing below, the Executive acknowledges his ongoing and continuing obligation to abide by the Confidentiality, Trade Secrets and Noncompetition Agreement that he executed on June 22, 1998 (“Trade Secrets Agreements”), which is attached hereto as Exhibit 2 and incorporated herein by reference.
Confidentiality and Noncompetition. Executive agrees to execute, comply with and be bound by the Non-disclosure, Non-solicitation and Non-competition Agreement attached hereto as Exhibit “A” and incorporated herein by reference. Executive will treat the terms of this Agreement as strictly confidential, and will not disclose the same to any Company employees other than those involved in the preparation and negotiation of this Agreement.
Confidentiality and Noncompetition. 10.1. The Executive will not, during or after the Term, without the prior written consent of the Parent or as may otherwise be required by law or legal process, disclose to any entity or person any information which is treated as confidential by Parent or the Company or any of their subsidiaries or affiliates (each, an "EE Entity"), and not generally known or available in the marketplace, and to which the Executive gains access by reason of his position as an employee or director of any EE Entity.
10.2. Except as permitted by Parent or the Company upon its prior written consent, the Executive shall not, during the Executive's employment with the EE Entities and for the period ending one year after the Executive's employment with the EE Entities terminates for any reason enter, directly or indirectly, into the employ of or render or engage in, directly or indirectly, any services to any person, firm or corporation within the "Restricted Territory," which is a major competitor of any EE Entity with respect to products which any EE Entity is then producing or services which any EE Entity is then providing (a "Competitor"). However, it shall not be a violation of the immediately preceding sentence for the Executive to be employed by, or render services to, a Competitor, if the Executive renders those services only in lines of business of the Competitor which are not directly competitive with a primary line of business of any EE Entity or are outside of the Restricted Territory. For purposes of this Section 10.2, the "Restricted Territory" shall be the states and/or commonwealths of Connecticut, Vermont, Massachusetts, New Hampshire, Maine and Rhode Island.
Confidentiality and Noncompetition. In consideration of the grant of Option hereunder, Optionee agrees to the following:
(a) Acknowledgment of Proprietary Interest. Optionee recognizes the proprietary interest of the Company and its affiliates in any Trade Secrets (as hereinafter defined) of the Company and its affiliates. Optionee acknowledges and agrees that any and all Trade Secrets currently known by Optionee or learned by Optionee during the course of his engagement by the Company or otherwise, whether developed by Optionee alone or in conjunction with others or otherwise, shall be and is the property of the Company and its affiliates. Optionee further acknowledges and understands that his disclosure of any Trade Secrets will result in irreparable injury and damage to the Company and its affiliates. As used herein, "Trade Secrets" means all confidential and proprietary information of the Company and its affiliates, now owned or hereafter acquired, including, without limitation, information derived from reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, financial projections, cost summaries, pricing formula, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates and information related to the business, products or sales of the Company or its affiliates, or any of their respective customers, other than information which is otherwise publicly available; provided, however, "Trade Secrets" does not include any information that is known or readily obtainable by companies within the computer industry.
Confidentiality and Noncompetition. (a) The Executive will not, during or after the Term, disclose to any entity or person any information (including, but not limited to, information about customers or about the design, manufacture or marketing of products or services) which is treated as confidential by the Company and to which the Executive gains access by reason of his position as an employee or director of the Company other than information which becomes publicly available through a source other than the Executive.
(b) While the Executive continues to be an employee of the Company and, for at least the one-year period immediately following his Date of Termination, the Executive shall not, except as permitted by the Company upon its prior written consent: (i) enter, directly or indirectly, into, the employ of or render or engage in, directly or indirectly, any services to any person, firm or corporation which is engaged in distribution of children's products in the United States or any other geographic areas in which the (Company is then selling its products (a "Competitor"); (ii) become interested, directly or indirectly, in any such Competitor as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity, provided, that the ownership of up to five percent (5%) of any class of the outstanding securities of any publicly traded corporation, even though , such corporation may be a Competitor, shall not he deemed as constituting an interest in such Competitor which violates clause (ii) of the immediately preceding sentence; and (iii) employ, solicit or assist in employing any present or former or future employee, officer or agent of the Company or any of its subsidiaries.
(c) Any violation by the Executive of Section 8(a) or 8(b) hereof shall be deemed a violation of a material term of this Agreement under Section 6(a)(iii) hereof, and the Executive's compensation and benefits thereupon shall be governed by Section 7(c) hereof. Additionally, the Company shall have the right and remedy to have the provisions of this Section 8 specifically enforced, including by temporary and/or permanent injunction, without necessity of bond, it being acknowledged and agreed that any such violation will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company.
Confidentiality and Noncompetition a. Employee shall hold in a fiduciary capacity, for the benefit of CinemaStar, all confidential or proprietary information, knowledge and data of CinemaStar which Employee may acquire, learn, obtain or develop during his employment by CinemaStar. Further, Employee shall not, during the Employment Period or after the termination of such Employment Period, directly or indirectly use, communicate or divulge for his own benefit or for the benefit of another any such information, knowledge or data. Employee makes the same commitment with respect to the secret, confidential or proprietary information, knowledge and data of affiliates, customers, contractors and others with whom CinemaStar has a business relationship. The information covered by this protection includes, but is not limited to matters of a business nature such as trade secrets, information about finances, costs and profits, business plans, marketing and advertising plans and strategies, sales results or projections, plans of CinemaStar to expand its business, personnel information, records, customer lists, contact persons, customer data, software, sales data, information regarding any form of product produced, distributed or acquired by CinemaStar, and/or other confidential or proprietary information belonging to CinemaStar relating to CinemaStar's business and enterprise (collectively, the "Confidential Information"). Employee agrees to hold and safeguard the Confidential Information in trust for CinemaStar, and agrees that he will not, without the prior written consent of CinemaStar, misappropriate or disclose or make available to anyone for use outside of CinemaStar, at any time, any of the Confidential Information. Notwithstanding the foregoing, Employee may disclose Confidential Information if such information becomes publicly known without fault of Employee, or where Employee is obligated to disclose such information by operation of law; provided, however, that if Employee receives a subpoena or other legal process, or otherwise receives a legally-binding request (whether voluntary or involuntary) from a third party, the response to which reasonably could result in the disclosure of Confidential Information, he shall provide notice thereof to CinemaStar within three (3) business days of such subpoena, legal process or request. Employee's obligations under this Paragraph 8 with respect to the Confidential Information will survive expiration or termination of the Employment Period.
b. Employee ...
