Noncompetition and Confidentiality Sample Clauses
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Noncompetition and Confidentiality. (a) The parties recognize that the employment of Executive with the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged in the non-hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of the Company.
(b) From the date hereof, Executive shall hold in secrecy for the Company all trade secrets and other confidential information relating to the business and affairs of the Company that have come or may have come to his attention during his employment with the Company, including information concerning costs, profits, markets, sales, business development plans, lists of clients or customers, lists of acquisition targets and other information about such acquisition targets and other information of a similar nature (such categories of information being referred to herein as “Confidential Information”). Executive shall not use for his own benefit or disclose to any person any Confidential Information other than in the ordinary course of the Company’s business or in response to a court order, unless such use or disclosure has the prior written authorization of the Company. Executive shall deliver to the Company, upon request, al...
Noncompetition and Confidentiality. In the event of a Change in Control, as provided in Article 1 paragraph (f) herein, the following shall apply:
Noncompetition and Confidentiality. 10.1. Each Member covenants with the Company and each other Member that on the Transfer of the Member’s Membership Interest, whether voluntary, involuntary, by operation of law, or by reason of any provision of this Agreement, the Member will not, directly or indirectly, through an Affiliate or otherwise, in the following geographic area: _______________[list counties], or elsewhere where the Company conducts its business, for a period of _____________[list number of years] years following the date of the Transfer;
(a) engage in any business in any way similar to or competitive with the business of the Company;
(b) enter into any agreement or understanding, written or oral, relating to the services of any employee of the Company;
(c) solicit the business of, enter into any agreement, written or oral, or otherwise deal with any customers of the Company, who were customers at the time of the Transfer; or
(d) use or disclose in any manner any Confidential Information.
Noncompetition and Confidentiality. (a) For a period of three years after the Closing, Seller agrees not to, and to cause its Affiliates (other than the Companies and their respective officers, directors and employees) not to, directly or indirectly:
(i) participate or engage, within the United States of America, in payroll processing services, tax filing services, human resources services or tax trust fund services ("Competitive Activities"), including (A) selling goods or rendering services of the type (or similar to the type) sold or rendered by the Companies; (B) soliciting any, or endeavoring to entice away, any Person who is a current customer, who has been a customer within the past 12 months or who is a prospective customer of any of the Companies to purchase any goods or services sold by the Companies from anyone other than the Companies; and (C) assisting any Person in any way to do, or attempt to do, anything prohibited by clauses (A) or (B) above; provided, however, that none of (I) the provision of services relating to general ledger processing services, (II) the provision of payroll processing services to the New Jersey school boards, municipalities and commercial banks previously serviced by Pay USA and (III) the provision of payroll services by the ESM division of Seller to home health care workers as part of a comprehensive package of general outsourcing services, shall not be considered a Competitive Activity.
(ii) perform any action, activity or course of conduct which is detrimental in any material respect to the Companies' businesses or business reputation, including (A) soliciting, recruiting or hiring any employees of the Companies or Persons who have worked for the same; and (B) soliciting or encouraging any employee of the Companies to leave the employment of the same.
(b) Except as required by law or administrative process and except for information which becomes public other than as a result of a breach of this Section 6.08(b), for a period of three years after the Closing, Seller shall not disclose to any other Person or use any information relating to or used by the Companies, whether in written, oral or other form including all product and service designs, trade secrets, manuals, technical information and plans, Contracts, systems, procedures, database, disks and printouts, correspondence, internal reports, personnel files, sales and advertising material, business plans, marketing plans, financial data (including the revenues, costs or profits associated with an...
Noncompetition and Confidentiality. In the event the Executive becomes entitled to receive Severance Benefits as provided in Section 2.3 herein, the following shall apply:
Noncompetition and Confidentiality. (a) Executive shall devote her full time and attention to the performance of her employment under this Agreement. Upon any termination of Executive’s employment hereunder pursuant to Section 8(b) of this Agreement (other than a termination which occurs after the effective date of a Change in Control), Executive agrees not to compete with the Employer or any subsidiary of the Employer for a period of one (1) year following such termination in any city, town or county in which Executive’s normal business office is located or in which the Employer or any subsidiary of the Employer has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board of Directors. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Employer or any subsidiary of the Employer.
(b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Employer is a valuable, special and unique asset of the business of the Employer. Executive will not, during or after the term of her employment, disclose any knowledge of the past, present, planned or considered business activities of the Employer to any person, firm, corporation, or other entity for any reason or purpose whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Employer.
(c) Nothing contained in this Agreement shall be deemed to prevent or limit the right of Executive to invest in any entity which conducts business similar to that of the Employer, solely as a passive or minority investor.
Noncompetition and Confidentiality. By and in consideration of the salary, benefits and other consideration, contained in this Agreement, the adequacy and receipt of which is hereby acknowledged, the Executive agrees that:
Noncompetition and Confidentiality. By and in consideration of the Noncompete Stipend and Salary and other benefits to be provided by the Company hereunder, the Executive agrees that:
Noncompetition and Confidentiality. (a) Employee agrees that he shall not compete with Employer as hereinafter provided for a period (the "Noncompete Period") equal to:
(i) if the Employment Period is terminated pursuant to Section 3(c) or (d) hereof, one year beginning as of the first day following such termination, or
(ii) if the Employment Period is terminated pursuant to Section 3(b), (e) or (f) hereof, the longer of (x) one year beginning as of the first day following such termination of the Employment Period and (y) a period commencing on such date and ending on the fifth anniversary of the Effective Time.
(b) Employee's agreement not to compete with Employer during the Noncompete Period shall be limited to prohibiting Employee from owning a greater than 5% equity interest in, serving as a director, officer, employee or partner of, or being a consultant to or co-venturer with any business enterprise or activity that competes in Nortek America with any line of business conducted by Employer or any of its subsidiaries at the termination of the Employment Period and accounting for more than 5% of Employer's gross revenues for its fiscal year ending immediately prior to the year in which the Employment Period ends. During the Noncompete Period, Employee agrees that he will not hire or attempt to hire any person employed by Employer or any of its subsidiaries during the 24 month period prior to the termination of the Employment Period, assist such a hiring by any other person or entity, encourage any such employee to terminate his relationship with Employer (or any such subsidiary) or solicit or encourage any customer or vendor of Employer to terminate its relationship with Employer.
(c) Employee shall hold in a fiduciary capacity for the benefit of Employer all secret or confidential information, knowledge or data relating to Employer or any of its subsidiaries, and their respective businesses, which shall have been obtained by Employee during Employee's employment by Employer and which shall not be or become public knowledge (other than by acts by Employee or representatives of Employee in violation of this Agreement). After termination of Employee's employment with Employer, Employee shall not, without the prior written consent of Employer or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than Employer and those designated by it.
Noncompetition and Confidentiality. In connection with his employment by the Company, the Employee has previously executed the Noncompetition and Confidentiality Agreement attached hereto as EXHIBIT A, the terms and conditions of which are incorporated herein by reference. The Noncompetition and Confidentiality Agreement shall survive the termination of this Agreement and shall remain in full force and effect for so long as is provided by its own terms and as is permitted by law.