Confidentiality, Non-Competition and Non-Solicitation. Employee agrees, as a condition to Employee’s employment with the Company, to execute the Company’s standard form of Employee Non-Disclosure, Invention Release and Non-Competition Agreement attached hereto as Exhibit A.
Confidentiality, Non-Competition and Non-Solicitation. The Executive hereby reaffirms, confirms and approves the Confidentiality and Non-Competition Agreement as a binding obligation of the Executive, enforceable in accordance with its terms. The Executive acknowledges and agrees that any Base Salary and/or Performance Bonus paid to the Executive pursuant to this Agreement shall serve as additional consideration for the Executive’s obligations under the Confidentiality and Non-Competition Agreement.
Confidentiality, Non-Competition and Non-Solicitation. (a) Except with the prior written consent of Employer, during Executive's active employment with Employer and for a period of one (1) year after the termination of Executive's employment with Employer, but in no event less than five (5) years after the date hereof (the "Restricted Period"), Executive agrees that he shall not disclose or make available, directly or indirectly, to others or use for his or others' benefit confidential information, whether or not reduced to written or other recorded from, related to Employer and its subsidiaries, including the names of customers, the contact persons at customers, pricing, the software programs utilized by Employer and its subsidiaries in the operation of its business and all other information material to the operation, management, marketing or financing of Employer and its subsidiaries which is not known or generally available to the public or competitors in the records management or records storage industries. The confidentiality obligations of this Section shall not apply to information:
(i) which is required to be disclosed by judicial or administrative process or order, or by other requirements of law;
(ii) which is or becomes generally available to the public other than as a result of a breach of this Section 13;
(iii) which is received from a third party who obtained such information other than under an obligation of confidentiality; or
(iv) which the Employer discloses on a non-confidential basis or otherwise makes available to the general public or the trade.
(b) Executive agrees that during the Restricted Period, he shall not directly or indirectly own, manage, engage in, participate in, provide advice to, be employed by, have a financial interest in, or solicit or attempt to obtain business from any customer of Employer or any of its subsidiaries on behalf of, any enterprise which provides records management or records storage and related services to business facilities (including, without limitation, the management, handling, storage, filing, processing and retrieval of medical records used by hospitals, private practitioners, and other medical institutions) located in the geographic areas in which Executive oversees operations at the time of the termination of his employment (the "Restricted Area"). Section 13
Confidentiality, Non-Competition and Non-Solicitation. In consideration of Participant’s receipt of this award, Participant agrees as follows:
(a) Participant will hold in a fiduciary capacity for the benefit of the Company all information, knowledge or data relating to the Company or any Subsidiaries and their respective businesses which the Company or any Subsidiaries consider to be proprietary, trade secret or confidential that Participant obtains or have previously obtained during its service and that is not public knowledge (other than as a result of Participant’s violation of this provision) (“Confidential Information”). Participant will not directly or indirectly use any Confidential Information for any purpose not associated with the activities of the Company or any Subsidiaries, or communicate, divulge or disseminate Confidential Information to any person or entity not authorized by the Company or any Subsidiaries to receive it at any time during or after Participant’s service, except with the prior written consent of the Company or as otherwise required by law or legal process.
(b) For a period of two years after the termination of Participant’s service, for any reason, voluntary or involuntary, Participant will not, without the written consent of the Company, directly or indirectly, engage or hold an interest in any company listed in Exhibit B, or any subsidiary or affiliate of such company (the “Competing Businesses”), or directly or indirectly have any interest in, own, manage, operate, control, be connected with as a stockholder (other than as a holder of less than five percent (5%) of any class of publicly traded securities of any such Competing Business).
(c) For a period of one year after the termination of Participant’s service, for any reason, Participant will not, without the written consent of the Company, directly or indirectly solicit, entice, persuade or induce any person to leave the employment of the Company or any Subsidiaries (other than persons employed in a clerical, non-professional or non-management position).
(d) Participant understands and agrees that the restrictions set forth above, including, without limitation, the duration, and the business scope of such restrictions, are reasonable and necessary to protect the legal interests of the Company. Participant further agrees that the Company will be entitled to seek injunctive relief in the event of any actual or threatened breach of such restrictions. In addition, Participant also agrees that in the event it is found by a cour...
Confidentiality, Non-Competition and Non-Solicitation. In recognition of the matter of trust and fiduciary capacity in which you will be employed by the Company, you will be expected, during your term of employment and thereafter, not to disclose to any third party any "Confidential Information" you receive relative to the Company. For this purpose, the term Confidential Information includes information relative to the Company's method of operations, customer base, strategies and objectives, pricing information, financial information, proprietary or licensed data, identity of vendors utilized by the Company, computer programs, system documentation, product offerings, software or hardware, manuals, formulae, processes, methods, inventions or other information or materials relating to the Company's affairs that are not otherwise publicly available. You also acknowledge that such Confidential Information constitutes a major asset of the Company, and that the use, misappropriation or disclosure of Confidential Information would constitute a breach of trust and could cause irreparable injury to the Company and that it is essential for the protection of the Company's goodwill and maintenance of the Company's competitive position that the Confidential Information be kept secret and that you neither disclose the Confidential Information to others nor use the Confidential Information to your own advantage or to the advantage of others. In addition, you shall not: (i) engage in any activities that may be viewed as competitive with the Company during your employment and any period in which severance payments are made or offered to you (which in the case of a lump sum payment, includes any period of salary continuation over which the payment was to have related) and (ii) for a period of 12 months following employment, directly or indirectly, solicit any business from, or relationships with, any past, present or prospective employees, customers or suppliers of the Company.
Confidentiality, Non-Competition and Non-Solicitation. (a) Consultant acknowledges that: the business of acquiring manufacturing, distributing, reselling and brokering Ethanol and/or other alternative fuels (the "BUSINESS") is intensely competitive and Consultant's former and current position with Accessity and the Company has exposed the Consultant to knowledge of confidential information of the Company; the direct and indirect disclosure of any such confidential information to existing or potential competitors of the Company would place the Company at a competitive disadvantage and would do damage, monetary or otherwise, to the Company's Business; and the engaging by Consultant in any of the activities prohibited by this Agreement may constitute improper appropriation and/or use of such information and trade secrets. Consultant expressly acknowledges the trade secret status of the confidential information and that the confidential information constitutes a protectable business interest of the Company. Confidential information and trade secrets include, but are not limited to, customer and client lists, price lists, marketing and sales strategies and procedures, operational and equipment techniques, business plans and systems, quality control procedures and systems, special projects and technological research, including projects, research and reports for any entity or client or any project, research, report or the like concerning sales or manufacturing or new technology, employee compensation plans and any other information relating thereto, and any other records, files, drawings, inventions, discoveries, applications or processes which are not in the public domain (all the foregoing shall be referred to herein as the "CONFIDENTIAL INFORMATION").
(b) For purposes of this Agreement, the term "COMPANY" shall be construed to include the Company and its current and future subsidiaries and affiliates engaged in the Business.
(c) From and after the Closing of the Share Exchange Agreement (the "EFFECTIVE TIME"), Consultant shall not, directly or indirectly, whether individually, as a director, stockholder, owner, partner, employee, principal or agent of any business, or in any other capacity, make known, disclose, furnish, make available or utilize any of the confidential information of the Company other than in the proper performance of the duties contemplated thereafter, or as required by a court of competent jurisdiction or other administrative or legislative body; PROVIDED THAT, prior to disclosing any of the co...
Confidentiality, Non-Competition and Non-Solicitation. 1.1 I am aware that in the framework and/or as a result of my employment with the Company, I may (or may have) receive(d), learn(ed), be(en) exposed to, obtain(ed), or have (had) access to information relating to the Company, its business and activities, including without limitation commercial, financial, business, professional, technical, technological information, information regarding the Company’s products, inventions, developments, processes, specifications, know-how and trade secrets, marketing, operations, plans, activities, policies and procedures, customers, suppliers, business partners, etc., information of third parties, all whether or not marked confidential (the “Confidential Information”), which is highly confidential and of great value to the Company and constitutes professional and commercial secrets, and its unauthorized disclosure or use will cause severe damage and losses.
1.2 I am aware that in the framework of my employment I may also receive and/or be exposed to confidential information of third parties with respect to which I am also obliged hereunder, and with respect to which the Company may have a duty of confidentiality and non-use, and any unauthorized disclosure or use thereof could result in the Company’s breach of its contractual obligations.
1.3 I undertake (a) to maintain the Confidential Information, and any part thereof, in strict confidence and not to, directly or indirectly, communicate, publish, reveal, describe, allow access to or otherwise disclose or expose the Confidential Information in whole or in part, in writing or otherwise; and (b) not to use the Confidential Information for any purpose other than for the performance of my employment; all during the period of my employment and thereafter, without any limitation of lime, Notwithstanding, said undertakings shall not apply to information that I can prove to be generally available to the public not as a result, of my fault.
1.4 Without derogating from and in addition to the provisions of law and/or agreement, I undertake that upon the earlier of the Company’s request or the termination of my employment, I shall return to the Company any and all documents and tangible materials containing Confidential Information and shall erase or destroy any computer or data files in my possession containing Confidential Information,
1.5 I undertake that, absent the prior written consent of the Company, for so long as I am employed by the Company and for a period of 12 (twelve) ...
Confidentiality, Non-Competition and Non-Solicitation. (a) Duty Not to Disclose Confidential Information. Executive will be exposed to and have access to Confidential Information. Executive agree to hold all Confidential Information in strict confidence and trust for the sole benefit of the Company, and he will not disclose, use, copy, publish, summarize or remove any Confidential Information from the Company’s premises, except as specifically authorized in writing by the Company or in connection with the usual course of Executive’s employment, except that it will not be a violation of this Agreement if, in enforcement of Executive’s rights under this Agreement or another arrangement between Executive and the Company or any of its Affiliates, Executive makes use of information reasonably necessary to such enforcement.
Confidentiality, Non-Competition and Non-Solicitation. The Company agrees to provide you with confidential, proprietary, and trade secret information belonging to the Company.
Confidentiality, Non-Competition and Non-Solicitation. In consideration of your receipt of this award, you agree as follows:
