Confidentiality; Non-Competition. (a) Executive agrees that he will not, at any time during or after the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, process, method or means, or any other confidential information concerning the business or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a "trade or business secret, process, method or means, or any other confidential information" shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive's obligation under this Section 4.3 (a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information shall be retained by him.
(b) If Executive's employment is terminated for any reason other than for Cause, Executive shall not for a period of one year from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, or joint venturer, (i) perform any services for a competitor which has material operations which directly compete with the Company in the sale of any products sold by the Company at the time of the termination of Executive's employment; (ii) solicit or induce, or in any manner attempt to solicit or induce, any person emp...
Confidentiality; Non-Competition. Any agreement concerning confidentiality or non-competition;
Confidentiality; Non-Competition. (a) In consideration for any severance that may be due to the Executive after termination of employment (but regardless of whether and for how long any severance is in fact due) and for allowing the Executive's stock options to be exercised after termination of employment (except for Cause), and in return for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, for a period of two years commencing upon the termination of his employment hereunder (regardless of the reason for the termination), the Executive shall not, without written consent of the Employer, engage, as a stockholder, director, officer, consultant or otherwise, in any enterprise which competes with the Employer or any business of its subsidiaries, or directly or indirectly employ, contract for or solicit the services in any capacity of any executive or management person who is, or within the prior three months has been, employed by the Employer or any such business. The Executive will not be deemed to be engaged in a competing enterprise if (A) less than 10% of the gross receipts of such enterprise are derived from businesses that compete with the Employer or businesses of its affiliates that were under the Employer's management control, and (B) the Executive's engagement does not involve such competing businesses. This paragraph shall not bar Executive from owning up to 5% of the outstanding securities of any publicly held company.
(b) The Executive shall keep secret and confidential and not use (except in connection with the business of the Employer and its affiliates or pursuant to applicable law or court order) any confidential information with respect to the business or affairs of the Employer or its subsidiaries. This obligation will be in effect while the Executive is employed by the Employer and for thirty six (36) months after he ceases to be so employed, but it will not apply at any time to information that is or becomes generally known to the public (other than through a breach of this Section 6(b)).
(c) The Executive acknowledges that the remedy at law for breach of his covenants under this Section 6 will be inadequate and, accordingly, in the event of any breach or threatened breach by the Executive of the provisions of this Section 6 the Employer will be entitled (without the necessity of showing economic loss or other actual damage), in addition to all other remedies to an injunction restraining any such breach, without any bond or other s...
Confidentiality; Non-Competition. As a material inducement to cause the Company to enter into the Agreement, the Employee hereby covenants and agrees that:
Confidentiality; Non-Competition. (a) Executive shall not at any time without the prior approval of the Company disclose to any person, firm, corporation or other entity any trade secret, confidential customer information, or other proprietary information not known within the industry or by the public generally regarding the business then being conducted by the Company, including, without limitation, financial information, marketing and sales information and business and strategic plans.
(b) Executive shall not at any time during the term of this Agreement and within three years following the termination of his employment with the Company, (i) solicit any persons who are employed by the Company to terminate their employment with the Company, and (ii) directly or indirectly (either individually or as an agent, employee, director, officer, stockholder, partner or individual proprietor, consultant or as an investor who has made advances of loan capital or contributions to equity capital), engage in any activity which he knows (or reasonably should have known) to be competitive with the business of the Company as then being carried on. Nothing in this Agreement, however, shall prevent Executive from owning, as an investment, up to two percent (2%) of the outstanding equity capital of any competitor of the Company, shares of which are regularly traded on a national securities exchange or in over-the-counter markets. The restrictions set forth in this Section 5 shall not apply in the event of a termination of Executive’s employment pursuant to Section 1.
Confidentiality; Non-Competition. In the event that Employee’s employment is terminated pursuant to Section 1 hereof and Employee timely receives payment of the Special Termination Payments, Employee agrees that following the termination of Employment:
A. Employee shall, for so long as such information remains non-public, (i) hold in confidence and refrain from disclosing to any other party all information, whether written or oral, tangible or intangible, of a private, secret, proprietary or confidential nature, of or concerning the Company or any of its subsidiaries or affiliates and their business and operations, and all files, letters, memoranda, reports, records, computer disks or other computer storage medium, data, models, or any photographic or other tangible materials containing such information (“Confidential Information”), including, but not limited to, any sales, promotional, or marketing plans, programs, techniques, practices or strategies, any expansion plans (including existing and entry into new geographic and/or product markets), and any customer lists; (ii) take all precautions necessary to ensure that the Confidential Information shall not be, or be permitted to be, shown, copied, or disclosed to third parties, without the prior written consent of the Company or any of its subsidiaries or affiliates; and (iii) observe all security policies implemented by the Company or any of its subsidiaries or affiliates with respect to the Confidential Information. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company or any of its subsidiaries or affiliates with prompt notice of such request or order so that the Company or any of its subsidiaries or affiliates may seek to prevent disclosure. In addition to the foregoing, the Employee shall not, at any time, libel, defame, ridicule, or otherwise disparage the Company.
B. Employee shall not, for a period of twelve (12) months following the termination of employment, for any reason, (i) disparage the Company or any of its subsidiaries or affiliates to any supplier or vendor of the Company or any of its subsidiaries or affiliates; or (ii) request or advise any supplier or vendor of the Company or any of its subsidiaries or affiliates to withdraw, curtail or cancel any such vendor’s business with the Company or any of its subsidiaries or affiliates; and
C. Employee shall not, for a period of twelve (12) months foll...
Confidentiality; Non-Competition. (a) Executive acknowledges that: (I) the Executive has, and his employment hereunder will require that Executive continue to have, access to and knowledge of Confidential Information (as hereinafter defined); (ii) the direct and indirect disclosure of any such Confidential Information to existing or potential competitors of the Company or its subsidiaries would place the Company at a competitive disadvantage and would do damage, monetary or otherwise, to the Company's businesses; and (iii) the engaging by Executive in any of the activities prohibited by this Section 9 may constitute improper appropriation and/or use of such Confidential Information. Executive expressly acknowledges that the Confidential Information constitutes a protectable business interest of the Company. As used herein, the term "Confidential Information" shall mean information of any kind, nature or description which is disclosed to or otherwise known to the Executive as a direct or indirect consequence of his association with the Company, which information is not generally known to the public or in the businesses in which such entities are engaged or which information relates to specific investment opportunities within the scope of their business which were considered by the Company during the Term; provided, however, that "Confidential Information" shall not be deemed to include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Executive, (ii) becomes available to the Executive on a non-confidential basis from a source other than the Company, provided that such source is not bound by any contractual, legal or fiduciary obligation with respect to such information or (iii) was in the Executive's possession prior to being furnished by the Company.
Confidentiality; Non-Competition. Each of the parties to this Agreement may, from time to time, disclose to the other party information concerning its confidential know-how, trade secrets, business plans, business and accounting data or other proprietary information (“Proprietary Information”) as may be necessary in connection with the performance of this Agreement. All such Proprietary Information shall remain the sole property of the party disclosing the same. Each party agrees to keep confidential and not to disclose to others any such Proprietary Information belonging to the other party, except for any disclosures to the receiving party’s employees, auditors, counsel or other professional advisors on a need-to-know basis who, in each case, agree to be bound by the same restrictions on disclosing the Proprietary Information as are imposed on the receiving party hereunder. Without limiting the foregoing, the parties hereto expressly agree that the Proprietary Information which, at the time of disclosure to a party hereto, has been published generally, publicly disseminated or otherwise is in the public domain or which, after disclosure by or through any person or entity other than a receiving party hereto who is not subject to any confidentiality restrictions, becomes part of the public domain, shall not be subject to the confidentiality requirements of this provision. In addition, CONTRACTOR hereby acknowledges and agrees that, in connection with performing the Services, from time to time, CONTRACTOR may have access to confidential and proprietary information belonging or relating to MPW’s customers and others (“Third Party Information”). CONTRACTOR agrees to keep confidential and not to disclose to others any such Third Party Information except for such disclosures to CONTRACTOR’s employees, auditors, counsel and other professional advisors on a need-to-know basis who, in each case, agree to be bound by the same restrictions on disclosing the Third Party Information as are imposed on CONTRACTOR hereunder. It is also agreed that CONTRACTOR shall not endeavor in any way to compete with MPW for the provision of work or services to MPW’s customer or to otherwise cause any decrease in the work provided to MPW’s customer by MPW for the benefit of CONTRACTOR or any subsidiary or affiliate thereof.
Confidentiality; Non-Competition. The Consultant acknowledges that in the course of his engagement, he will become familiar with trade secrets and other confidential information (collectively, "Confidential Information")
Confidentiality; Non-Competition. At any time following execution of this agreement, you agree not to use or disclose, directly or indirectly, for any reason, whatsoever or in any way any confidential information or trade secrets of Company, including, but not limited to, information with respect to Company as follows: the identity, lists, and/or descriptions of any customers of Company; financial statements, cost reports, and other financial information; product or service pricing information; contract proposals and bidding information; processes, policies and procedures developed as part of a confidential business plan; and management systems and procedures, including manuals and supplements thereto, other than (i) at the direction of Company during the course of your employment (ii) after receipt of the prior written consent of Company, (iii) as required by any court or governmental regulatory agency having competent jurisdiction over Company, or (iv) information made public by Company. You agree that all copyrights, trademarks, tradenames, service marks, inventions, processes and other intangible or intellectual property rights that may be invented, conceived, developed or enhanced by you while you are employed by the Company that relate to the Company's business, or that result from any work performed by you for the Company, shall be the sole property of the Company, and you hereby assign to the Company any right or interest that you may otherwise have in respect thereof. Upon the reasonable request of the Company, you shall execute, acknowledge, deliver and file any instrument or document necessary or appropriate to give effect to this provision and do all other acts and things necessary to enable the Company to exploit the same or to obtain patents or similar protection with respect thereto. You agree that the covenants set forth in this paragraph shall accrue to the benefit of Company, irrespective of the reason for termination of the other provisions of this agreement and the corresponding employment relationship created hereby. You agree that while you are employed by the Company and for a period of three years thereafter, you will not, without the prior written consent of the Company's Board of Directors:
a. Whether for compensation or otherwise, directly or indirectly engage in the Company's business, or any part thereof, or assist any other person in such person's conduct of the Company's business, or any part thereof, whether as a director, officer, employee, consultant, advi...
