Covenants of Employee. (A) During the term of Employee's employment with the Corporation and for all time thereafter Employee covenants and agrees that Employee will not in any manner directly or indirectly, except as required in Employee's duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or company, directly or indirectly, any knowledge, devices, information, techniques, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement.
(B) During the term of Employee's employment with the Corporation and for a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will not in any manner directly or indirectly:
(i) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation;
(ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter;
(ii...
Covenants of Employee. The Employee covenants and agrees that:
Covenants of Employee. For and in consideration of the employment herein contemplated and the consideration paid or promised to be paid by the Company, the Employee does hereby covenant, agree and promise that during the term hereof and thereafter to the extent specifically provided in this Agreement:
(a) Except as otherwise specifically permitted by this Agreement, during the term of this Agreement, Employee will not actively engage, directly or indirectly, in any other business other than that of Company, except at the direction or approval of the Company.
(b) The Employee will truthfully and accurately make, maintain and preserve all records and reports that the Company may from time to time request or require .
(c) The Employee will fully account for all money, records, goods, wares and merchandise or other property belonging to the Company of which the Employee has custody, and will pay over and deliver same promptly whenever and however he may be reasonably directed to do so by the Company.
(d) The Employee will obey all rules, regulations and special instructions of the Company applicable to him, and will be loyal and faithful to the Company at all times.
(e) The Employee will make available to the Company any and all of the information of which he has knowledge relating to the Business of the Company, and will make all suggestions and recommendations which he feels will be of mutual benefit to the Parties.
(f) The Employee agrees that upon termination of his employment hereunder he will immediately surrender and turn over to the Company all books, records, forms, specifications, formulae, data, processes, papers and writings related to the Business of the Company and all other property belonging to the Company, together with all copies of the foregoing, it being understood and agreed that the same are the sole property of the Company.
(g) The Employee agrees that all ideas, concepts, processes, discoveries, devices, machines, tools, materials, designs, improvements, inventions and other things of value relating to the Business of the Company (hereinafter collectively referred to as "intangible rights"), whether patentable or not, which are conceived, made, invented or suggested by him alone or in collaboration with others during the term of his employment, and whether or not during regular working hours, shall be promptly disclosed in writing to the Company and shall be the sole and exclusive property of the Company. The Employee hereby assigns all of his right, title an...
Covenants of Employee. (a) Non-disparagement. Employee shall at all times refrain from taking any action or making any statements, written or oral, which are intended to and do disparage the goodwill or reputation of the Company or any of its subsidiaries or affiliates or any directors or officers thereof or which could adversely affect the morale of employees of the Company or its subsidiaries.
Covenants of Employee. (a) Employee agrees that during the Term and for two (2) years following a termination of employment for any reason, he will not, directly or indirectly, engage, assist or participate in, whether as a director, officer, executive, agent, manager, consultant to vendors/sellers (but may consult to end users/purchasers), partner, owner or independent contractor or other participant, in any line of business which is the same as the Company or any of its subsidiaries are engaged in as of the termination of this Agreement without the written consent of the Company. Employee and Company agree that this clause is to protect the interests of the Company while at the same time allowing the Employee to pursue gainful employment with any other company Employee so chooses, so long as such Employee does not, within the relevant time period herein, engage in any line of business that directly competes with any line of business engaged in by the Company or any of its subsidiaries as of the date Employee terminates his employment with Company. Nothing contained herein shall prevent Employee from acquiring less than 1% of any class of securities of any company that competes with the Company that has any of its securities listed on a national securities exchange or traded in the over-the-counter market, provided Employee remains a passive investor.
(b) Employee agrees that during the Term and for two (2) years after the termination of employment for any reason, he will not, directly or indirectly, without the prior written consent of the Company, induce or solicit any person employed or hereafter employed by the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries or solicit, recruit,hire or attempt to solicit, recruit or hire any person employed by the Company. Further, Employee agrees that for a period of three years after the termination of this Agreement, he will not, directly or indirectly, without the prior written consent of the Company, solicit, divert away, take away, or attempt to take away any customer of the Company who was a customer which Employee had, alone or in conjunction with others, served, solicited or had material contacts with during his employment with the Company.
(c) Employee agrees and acknowledges the he will disclose promptly to the Company every discovery, improvement and invention made, conceived or developed by Employee during the entire period of employment (whether or not during working hours) whic...
Covenants of Employee. Employee covenants that:
(a) During the Term and the Post-Employment Period (defined below), except in the course of employment hereunder or as otherwise provided below, Employee will not, directly or indirectly, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend Employee’s name or any similar name to, lend Employee’s credit to or render services or advice to, any business whose products or activities compete in whole or in part with the products or activities of Employer anywhere within the United States. However, Employee may purchase or otherwise acquire up to (but not more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. The intent of this Section 6.2(a) covenant is to prevent Employee from engaging directly or indirectly in activities that compete with Employer’s business. This Section 6.2(a) is not intended to be construed to prevent Employee during the Post-Employment Period from working for another entity involved in technology or health care activities, so long as that entity is not in competition with Employer. If Employee wishes to be employed by a large entity with multiple activities, and in that new position will be screened from and will not in any way participate in or provide advice to any part of the business that competes with Employer’s business, then Employee may request a waiver of this paragraph 6.2(a), in exchange for representations from Employee and the new employer that are satisfactory to Employer. Grant of any waivers under this Section will be at the sole discretion of Employer and subject to any terms Employer finds necessary to protect its business, confidential information, and proprietary information.
(b) Whether for or on the Employee’s own account or for the account of any other person or entity, at any time during the Term and the Post-Employment Period, Employee will not, directly or indirectly, solicit business of the same or similar type being carried on by Employer, from any person or entity known by Employee to be a previous, current, or actively pursued potential customer of Employer, whether or not Employee...
Covenants of Employee. In consideration of the acknowledgments by Employee and the Compensation and the Benefits to be paid or provided to Employee by Employer, and in recognition of the confidential information that Employee will obtain related to Employer's business (including its customers and employees), Employee covenants that he will not, directly or indirectly:
(a) during the Employment Period, except in the course of the Employment hereunder, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend Employee's name or any similar name to, lend Employee's credit to or render services or advice to, any business whose products or activities compete in whole or in part with the products or activities of Employer; PROVIDED, HOWEVER, that Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended;
(b) whether for Employee's own account or for the account of any other Person, at any time during the Employment Period and the Post-Employment Period, solicit business of the same or similar type being carried on by Employer, from any Person known by Employee to be a customer of Employer and with whom Employee had personal contact during and by reason of the Employment with Employer;
(c) whether for Employee's own account or the account of any other Person (i) at any time during the Employment Period and the Post-Employment Period, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any Person who is or was an employee of Employer at any time during the Employment Period or in any manner induce or attempt to induce any employee of Employer to terminate his employment with Employer; or (ii) at any time during the Employment Period and the Post-Employment Period, interfere with Employer's relationship with any Person, including any Person who at any time during the Employment Period was an employee, contractor, supplier, or customer of Employer; or
(d) at any time during or after the Employment Period, disparage Employer or any of its shareholders, directors, officers, employees ...
Covenants of Employee. Employee specifically acknowledges the adequacy and receipt of the consideration provided to Employee for the covenants set forth below:
(a) Covenant Not to Compete. Employee covenants that during the "Noncompetition Period" (as defined in Section 5(g)) and within the "Noncompetition Area" (as defined in Section 5(h)), he shall not, directly or indirectly, as principal, agent, officer, director, shareholder, member, employee, consultant, trustee or other capacity, or through the agency of any person, firm, corporation, partnership, limited liability company, association or other entity (collectively, "Entity"), engage in the "Business" (as defined in Section 5(i)). Without limiting the generality of the foregoing, Employee agrees that during the Noncompetition Period and within the Noncompetition Area, he shall not be (i) the owner of the outstanding capital stock or other equity interests of any Entity (other than Miracle or its affiliates) that, directly or indirectly, engages in the Business; or (ii) an officer, director, partner, manager, member, consultant or employee of any Entity (other than Miracle or its affiliates) that, directly or indirectly, engages in the Business; provided, that this Section 5(a) shall not prevent Employee from beneficially owning less than 1% of the stock of a corporation traded on a national securities exchange or the Nasdaq National Market.
Covenants of Employee. In consideration of Employee’s employment by CompuCredit upon the terms and conditions of this Agreement, and based on and subject to the provisions set forth in Section 9(a) above, Employee agrees that, during the Term and for a period of one (1) year from and after the termination of Employee’s employment hereunder for Cause or without Good Reason, Employee will not, without the prior written consent of CompuCredit, directly or indirectly for or on behalf of any Person other than CompuCredit, as principal, agent or otherwise:
(i) take any action in furtherance of a Competitive Position; or
(ii) solicit Customers for the purpose of providing services competitive with any of the Company Services; or
(iii) solicit or induce (or attempt to do so) to leave employment with CompuCredit anyone who is or was, during the last year of Employee’s relationship with CompuCredit, an employee of CompuCredit or an affiliated entity.
Covenants of Employee. (a) Subject to the limitations provided in Subsections 4(b) and 4(d) (whichever may be applicable), upon termination of Employee's employment prior to the expiration of the Term, Employee will not, directly or indirectly, either as a principal, executive officer, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever, engage in the consumer, savings or commercial banking business, the savings and loan business, or the mortgage banking business anywhere in the state of West Virginia or in any county outside of West Virginia contiguous to West Virginia, nor will Employee solicit, or assist any other person in so soliciting, any depositors or customers of Employer or its Affiliates or induce any then or former employee of Employer or its Affiliates to terminate their employment with Employer or its Affiliates; provided, however, that nothing herein contained shall be deemed to prevent or limit the right of Employee to invest in a business similar to Employer's business if such investment is limited to less than one percent of the capital stock or other securities of any corporation or similar organization whose stock or securities are publicly owned or are regularly traded on any public exchange. The term "Affiliate" as used in this Agreement means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person. The term "Person" as used in this Agreement means any person, partnership, corporation, group or other entity.