Non Solicitation and Non Disclosure. As a condition to your continued employment, you will be required to execute a Non-Competition, Non-Solicitation and Non-Disclosure Agreement, a copy of which is provided with this letter agreement.
Non Solicitation and Non Disclosure. In consideration for the grant of the Award, Grantee agrees that he or she will not, during Grantee’s employment with the Company or any of its Subsidiaries, and for one year thereafter, directly or indirectly, for any reason, for his or her own account or on behalf of or together with any other person, entity or organization (a) call on or otherwise solicit any natural person who is employed by the Company or any Subsidiary of the Company in any capacity with the purpose or intent of attracting that person from the employ of the Company or any of its Subsidiaries, or (b) divert or attempt to divert from the Company any business relating to the provision of ready-mixed concrete, precast concrete or related concrete products or services. As further consideration for the grant of the Award, Grantee agrees that he or she will not at any time, either while employed by the Company or any of its Subsidiaries, or at any time thereafter, make any independent use of, or disclose to any other person (except as authorized by the Company) any confidential, nonpublic and/or proprietary information of the Company and its Subsidiaries, including, without limitation, information derived from reports, work in progress, codes, marketing and sales programs, customer lists, records of customer service requirements, cost summaries, pricing formulae, methods of doing business, ideas, materials or information prepared or performed for, by or on behalf of the Company or any of its Subsidiaries. This Section 10 shall survive termination of this Award.
Non Solicitation and Non Disclosure. (a) Non-Solicitation. During the period commencing on the date ---------------- of this Agreement and continuing until the first anniversary of the date when Executive's employment terminates for any reason, Executive shall not directly or indirectly, personally or through others, solicit or attempt to solicit (on Executive's own behalf or on behalf of any other person or entity) for hire any employee or consultant of the Company or any of the Company's affiliates.
Non Solicitation and Non Disclosure. (a) Non-Solicitation. During the period commencing on the date of this Agreement and continuing until the first anniversary of the date when the Executive’s Employment terminates for any reason, the Executive shall not directly or indirectly, personally or through others, solicit or attempt to solicit (on the Executive’s own behalf or on behalf of any other person or entity) either (i) any employee of the Companies or any of the Companies’ affiliates or (ii) the business of any customer of the Companies or any of the Companies’ affiliates on whom the Executive called or with whom the Executive became acquainted during his Employment if such solicitation would cause material harm to the Company.
Non Solicitation and Non Disclosure. In consideration for the grant of the Option, the Optionee agrees that he or she will not, during Optionee’s employment with the Company or any of its subsidiaries, and for one year thereafter, directly or indirectly, for any reason, for his or her own account or on behalf of or together with any other person, entity or organization (a) call on or otherwise solicit any natural person who is employed by the Company or any subsidiary of the Company in any capacity with the purpose or intent of attracting that person from the employ of the Company or any of its subsidiaries, or (b) divert or attempt to divert from the Company any business relating to the provision of ready-mixed concrete and related services. As further consideration for the grant of the Option, the Optionee agrees that he or she will not at any time, either while employed by the Company or any of its subsidiaries, or at any time thereafter, make any independent use of, or disclose to any other person (except as authorized by the Company) any confidential, nonpublic and/or proprietary information of the Company and its subsidiaries, including, without limitation, information derived from reports, work in progress, codes, marketing and sales programs, customer lists, records of customer service requirements, cost summaries, pricing formulae, methods of doing business, ideas, materials or information prepared or performed for, by or on behalf of the Company or any of its subsidiaries.
Non Solicitation and Non Disclosure. In consideration for the grant of the Award, you agree that you will not, during your service with the Company or any of its Subsidiaries, and for one year thereafter, directly or indirectly, for any reason, for your own account or on behalf of or together with any other Person (a) call on or otherwise solicit any natural person who is employed by, or providing services to, the Company or any Subsidiary of the Company in any capacity with the purpose or intent of attracting that person from the employ of the Company or any of its Subsidiaries, or (b) divert or attempt to divert from the Company or any of its Subsidiaries any customer, client or business relating to the provision of ready-mixed concrete, precast concrete or related concrete products or services. As further consideration for the grant of the Award, your agree that you will not at any time, either while providing services to, the Company or any of its Subsidiaries, or at any time thereafter, make any independent use of, or disclose to any other Person (except as authorized in advance in writing by the Company) any confidential, nonpublic and/or proprietary information of the Company or any of its Subsidiaries, including, without limitation, information derived from reports, work in progress, codes, marketing and sales programs, customer lists, records of customer service requirements, cost summaries, pricing formulae, methods of doing business, ideas, materials or information prepared or performed for, by or on behalf of the Company or any of its Subsidiaries. Notwithstanding the foregoing, in accordance with the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), and other applicable law, nothing in this Agreement or any other agreement or policy of the Company or any of its Subsidiaries, shall prevent you from, or expose you to criminal or civil liability under federal or state trade secret law for, (x) directly or indirectly sharing the Company’s or any of its Subsidiaries’ trade secrets or other confidential, nonpublic and/or proprietary information (except information protected by the Company’s or any of its Subsidiaries’ attorney-client or work product privilege) with an attorney or with any federal, state, or local government agencies, regulators, or officials, for the purpose of investigating or reporting a suspected violation of law, whether in response to a subpoena or otherwise, without notice to the Company or (y) disclosing trade secrets in a complaint or other document filed in conne...
Non Solicitation and Non Disclosure. (a) Non-Solicitation. During the period commencing on the date of this Agreement and continuing through the "restricted period" in 4(c), Employee shall not directly or indirectly, personally or through others, solicit or attempt to solicit (on Employee's own behalf or on the behalf of any other person or entity) (i) any employee of the Company or any of the Company's affiliates to cease performing work or services for the Company or to perform work or services for any other party, (ii) any customer, supplier, licensee, or other business relations of the Company or Genisys (and/or its affiliates) for purpose of encouraging them to terminate their relationship with the Company or Genisys (and/or its affiliates) or in any way interfere with the relationship between such customer, supplier, licensee, or business relationship, on the one hand, and the Company or Genisys (and/or its affiliates), on the other hand, or (iii) any person who was an employee of the Company or Genisys (on any of its affiliates) within six (6) months after Employee's Employment was terminated, unless Genisys (and/or its affiliates) becomes or is insolvent.
Non Solicitation and Non Disclosure. Xxxxxxx remains bound by the noncompete provisions of the Confidentiality and Non-Compete Agreement he signed when hired and of his Employment Agreement. For a period of two (2) years following termination of employment, Xxxxxxx will not, directly or indirectly:
(i) render services to, become employed by, be engaged as a consultant by, own, or have a financial or other interest in (either as an individual, partner, joint venture, owner, manager, employee, partner, officer, director, independent contractor, or other similar role) any domestic or foreign business that manufactures or distributes syringes. Unilife’s Chief Executive Officer may waive this provision in his sole written discretion.
(ii) Unilife acknowledges that after the termination of Xxxxxxx’x employment with Unilife, Xxxxxxx may alone, or in conjunction with another entity or person, engage in or perform services for some other commercial activity. Xxxxxxx agrees that from the date of termination and thereafter for a period of two (2) years, Xxxxxxx will not interfere with the employment or advantageous business relationship which Unilife has with any current Unilife employees, shareholders, directors, customers, vendors, competitors, financial institution clients, or any other people or entities with whom Unilife has a business or employment relationship. Xxxxxxx expressly agrees not to solicit, on Xxxxxxx’x own behalf or on behalf of another, any of Unilife’s employees to resign from their employment with Unilife in order to go to work elsewhere during this period. In the event that Xxxxxxx commits any breach of this Section 12, Xxxxxxx acknowledges that Unilife would suffer substantial and irreparable harm and damages. Accordingly, Xxxxxxx hereby agrees that in such event, Unilife shall be entitled to temporary and/or permanent injunctive relief, without the necessity of proving damage, to enforce the provisions of this Section, all without prejudice to any and all other remedies that Unilife may have at law or in equity and that Unilife may elect or invoke. Xxxxxxx agrees that if any of the provisions of this Section are or become unenforceable, the remainder hereof shall nevertheless remain binding upon him to the fullest extent possible, taking into consideration the purposes and spirit of this agreement. Any invalid or unenforceable provision is to be reformed to the maximum time, geographic and/or business limitations permitted by applicable laws, so as to be valid and enforceable. X...
Non Solicitation and Non Disclosure. Without the express written consent of Homebound, or as otherwise expressly required to complete the Work pursuant to the Contract Documents, Trade Partner will not directly or indirectly contact, recruit, solicit, induce or attempt the same with any employee, consultant, subcontractor, or customer of Homebound. Trade Partner will hold in confidence and not possess or use (except as required to evaluate the proposed business relationship) or disclose any Proprietary Information or Confidential Information except for information Trade Partner can document (a) is in the public domain through no fault of Trade Partner’s, (b) was properly known to Trade Partner, without restriction, prior to disclosure by Homebound or (c) was properly disclosed to Trade Partner by another person without restriction. “Confidential” or “Proprietary Information” includes any technical or business information disclosed by Homebound or Trade Partner that is marked “Confidential” or “Proprietary” at the time of disclosure, or under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. Examples of Proprietary Information include, but are not limited to: research; economic and financial analyses; marketing and development plans; employment information; business information; customer and client lists; customer personal information, financial information; price and cost information; names of trade partners, vendors, and suppliers; third-party information entrusted to Homebound; sales information and other proprietary information that is used in conducting Homebound’s business. Trade Partner may disclose Confidential or Proprietary Information solely to its employees and consultants who have a bona fide need to know such information for the Business Purpose, and subject to the same nondisclosure restrictions as set forth in this Master Agreement. If Trade Partner decides not to proceed with the proposed business relationship or if asked by Homebound, Trade Partner will promptly return all Proprietary Information and all copies, extracts and other objects or items in which Proprietary Information may be contained or embodied. Trade Partner will promptly notify Homebound of any unauthorized release, disclosure or use of Proprietary Information. Trade Partner acknowledges and agrees that due to the unique nature of Homebound’s business, any breach of this Master Agreement would cause irreparable harm to Homebound, and that th...
Non Solicitation and Non Disclosure. Executive understands that Executive is required to abide by the Non-Solicitation and Non-Disclosure Restrictions attached hereto as Exhibit B, which is incorporated herein by reference. Additionally, Executive remains bound by all other agreements related to non-competition, non-solicitation, non-disclosure, or other restrictive covenants by and between Executive and the Company and/or Western Union and/or their subsidiaries or Affiliates; in particular, Executive’s 2019 Restrictive Covenant Agreement (“RCA”) executed effective April 4, 2019, 2018 RCA executed effective March 26, 2018, 2017 RCA executed effective May 25, 2017, and 2016 RCA executed effective May 24, 2016. These agreements constitute a part of this Agreement and are attached hereto as Exhibit D. In the event any provision of the written and/or electronic restrictive covenant agreements conflicts with the Non-Solicitation and Non-Disclosure Restrictions in Exhibit B, the conflicting terms of the written and/or electronic restrictive covenant agreements will supersede and control any conflicting terms of the Non-Solicitation and Non- Disclosure Restrictions. Executive's obligations under this paragraph are subject to Executive's rights as stated in the paragraph of this Agreement titled “No Waiver of Right to File a Charge of Discrimination or Cooperate in Certain Governmental Inquiries.”
