Nondisclosure and Noncompetition. As an inducement to the Company to enter into this Agreement, the Executive represents to and covenants with or in favor of the Company as follows:
(a) The Executive has acquired and will acquire during his employment with the Company knowledge or awareness of various Trade Secrets. All of the Trade Secrets are valuable, special, and unique assets of the Company, and the disclosure of any of them, or their use in any manner, other than on behalf of the Company would cause substantial injury, loss of profits, and loss of goodwill to the Company.
(b) During his employment with the Company and at all times thereafter, the Executive shall not, directly or indirectly, disclose or disseminate any Trade Secret to any other Person or lecture upon, publish articles concerning, or otherwise use or employ any Trade Secret, except (in any case) to the extent required in the course of his employment with the Company or by applicable law, rule, or regulation (including legal process). In addition, all Trade Secrets and materials containing Trade Secrets prepared or compiled by the Executive or furnished or made available to him during his employment with the Company are the sole and exclusive property of the Company, and none of those Trade Secrets or materials containing Trade Secrets may be retained by the Executive upon or following any termination of his employment with the Company.
(c) If the Executive’s employment with the Company terminates (other than because of the Executive’s death or Disability) upon or before the termination of this Agreement, the Executive shall not, at any time during the first year after that termination of employment anywhere in the Restricted Territory, directly or indirectly engage in any activity which, or any activity for any enterprise or entity a material part of the business of which, is competitive with the business conducted, or proposed during his employment with the Company to be conducted, by the Company. The activity prohibited by the preceding sentence includes any kind of ownership (other than ownership of securities of a publicly held entity of which the Executive owns less than 1% of a class of outstanding securities) in or of, or acting as a director, officer, agent, employee, or consultant of or for, any enterprise or entity referred to in the preceding sentence.
(d) The Executive acknowledges and agrees that the restrictions in this Section 4 are reasonable and not unduly burdensome to him under the circumstances. The...
Nondisclosure and Noncompetition. As an inducement to the Company to enter into this Agreement, the Executive represents to and covenants with or in favor of the Company his compliance with the restrictive covenants in Sections 5 through 13, as a condition to the Company's obligation to continue to provide severance benefits to Executive under Section 3 and to make Gross- Up Payments to the Executive under Section 14. The Company may refuse to continue providing those severance benefits or to make any Gross-Up Payment if there is demonstrable noncompliance by Executive, as reasonably determined in good faith by the Compensation Committee with notice to Executive and 30 days to appeal such decision to the Compensation Committee.
Nondisclosure and Noncompetition. During the period of employment hereunder and for a period of one year after termination of this Agreement (for whatever reason), the Executive shall not, without the written consent of the Board or a person authorized thereby, disclose to any person or appropriate for his own use, information, knowledge or data which is not theretofore publicly known and in the public domain that is obtained by the Executive while in the employ of the Company (which for purposes of this Section 8 shall include the Company or any of its subsidiaries), respecting information about the Company, or of any products, systems, programs, procedures, manuals, guides, confidential reports and communications, improvements, designs or styles, customers, methods of distribution, sales, prices, profits, costs, contracts, suppliers, business prospects, business methods, techniques, research, trade secrets, or know-how of the Company, except as the Executive may, in good faith, reasonably believe to be for the Company's benefit. The Executive acknowledges that all information about the Company's trading department customers, clients, prospects and pricing models constitutes trade secrets under Section 688.002(4) of the Florida Statutes. Notwithstanding the foregoing, following the termination of employment hereunder, the Executive may disclose any information, knowledge or data of the type described to the extent required by law in connection with any judicial or administrative proceeding or inquiry. In addition to the foregoing and in the interest of protecting the Company's trade secrets, during the term of this Agreement and for a period of one year after termination of this Agreement for any reason, the Executive shall not, without the written consent of the Board or a person authorized thereby, directly or indirectly, do any business with respect to, or solicit any business similar to the business of the Company from, any of the Company's customers, clients, or accounts without the consent of the Company; provided, that this prohibition shall not limit the authority of the Executive (or the Executive's new employer) to solicit business from any client or customer of the Company that is already a customer or client of that new employer thirty days prior to the last day the Executive is employed by the Company. In addition, Executive shall not directly, or through any company of which Executive is an officer, employee, or more than 5% owner, hire any employee of the Company, or attemp...
Nondisclosure and Noncompetition. At all times while this agreement is in force and after its expiration or termination, [employee name] agrees to refrain from disclosing [company name]’s customer lists, trade secrets, or other confidential material. [Employee name] agrees to take reasonable security measures to prevent accidental disclosure and industrial espionage.
Nondisclosure and Noncompetition. Executive hereby covenants and agrees as follows:
Nondisclosure and Noncompetition. Employee agrees that, as part of the consideration for this Agreement and as an integral part hereof, he has signed and agrees to be bound by the Nondisclosure and Noncompetition Agreement attached hereto as Exhibit A, as well as any subsequent addenda thereto.
Nondisclosure and Noncompetition. The Employee hereby agrees as a condition of Employment to
a. At all times while this Agreement is in force and after its termination or expiration for whatever reason, the Employee agrees to refrain from disclosing, either directly or indirectly, the Employer's customer lists, trade secrets, or other confidential material. Employee agrees to take reasonable security measures to prevent accidental disclosure of such information. All files, records, documents, drawings, specifications, equipment and similar items relating to Employer's business, whether prepared by the Employee or otherwise coming into his possession, shall remain the exclusive property of the Employer.
b. During the term of this Agreement, the Employee shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual or representative capacity, engage or participate in any business of any nature which is in competition in any way with the business of the Employer.
c. For a period of one (1) year after the expiration or termination of this Agreement, except in the case of a termination by the Employer for any reason other than the causes set forth at (P)8(d) below and except in the case of a termination in connection with or at any time after a change of control and for which the Employee is entitled to severance pay computed in accordance with the provisions of (P)8(c), the Employee shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual or representative capacity, engage or participate in any business of any nature which is in competition with the Employer in the business of telecommunications within the existing market areas of the Employer for which Employee had significant responsibility and in which Employee materially participated in the management and operation of the Employer.
d. Employer shall be entitled to injunctive and/or other equitable relief to prevent or remedy a breach of the provisions of the Agreement and to secure their enforcement, in addition to any other remedies or damages which may be available to Employer.
Nondisclosure and Noncompetition. 保密及竞业禁止 MANUFACTURER will treat Confidential Information as secret and confidential. Without BUYER's prior written consent, MANUFACTURER will not: 厂商将视秘密信息为机密的和保密的。若无买方的事先书面同意，厂商不得： disclose Confidential Information to any third party including subsidiaries, affiliates and other companies and persons related to MANUFACTURER; 向任何第三方（包括子公司、关联公司和与厂商有关联的其他公司和个人）披露秘密信息； make or permit any other person to make copies or other reproductions of Confidential Information; 制作或允许任何其他实体或个人制作秘密信息的拷贝或者其它复制品； make any use of Confidential Information in competition with BUYER; 将秘密信息用作与买方竞争的商业用途； file any documents in any country relating to the intellectual property rights for any Confidential Information, including but not limited to registrations, oppositions, and non-use cancellations; or 在任何国家提交与任何秘密信息的知识产权权利相关的任何文件，包括但不限于注册、异议和因连续不使用被撤销；或 reveal to any third party that it is manufacturing Products for BUYER without BUYER’s consent. 未经买方同意向任何第三方披露其正在为买方制造产品。 Absent BUYER's express written approval, MANUFACTURER shall not display any of BUYER Designed Product or BUYER Custom Product in its showroom or any other public facility or event (including but not limited to trade shows), nor list any such Product in its catalogue, website or any other promotional materials. MANUFACTURER shall take reasonable procedures to control access to its manufacturing facility and its warehouse to prevent third parties from gaining access to BUYER Designed Product or BUYER Custom Product and the identity of BUYER as the BUYER of any such Product. 未经买方的明确书面批准，厂商不得在其展室或任何其他公共场所或会场（包括但不限于贸易展会）展示任何买方设计产品或买方定制产品，亦不得将任何该等产品列入其产品目录、网站或任何其他促销材料中。厂商应采取合理的措施控制其生产工厂和仓库的出入，以避免第三方接触到买方设计产品或买方定制产品及了解到买方作为任何该等产品买方的身份。 MANUFACTURER will advise each officer, director or employee to whom it provides access to any Confidential Information that they are prohibited from using it, making copies or other reproductions, or disclosing it to others without BUYER's prior written consent. 厂商将告诫所有接触秘密信息的每位职员、董事或雇员，除非买方事先书面同意，否则他们被禁止使用、复印或采用其他方式复制，或者向任何人披露该秘密信息。
Nondisclosure and Noncompetition. The Employee hereby agrees as a condition of Employment to a. At all times while this Agreement is in force and after its termination or expiration for whatever reason, the Employee agrees to refrain from disclosing, either directly or indirectly, the Employer's customer lists, trade secrets, or other confidential material. Employee agrees to take reasonable security measures to prevent accidental disclosure of such information. All files, records, documents, drawings, specifications, equipment and similar items relating to Employer's business, whether prepared by the Employee or
Nondisclosure and Noncompetition. As an inducement to the Company to enter into this Agreement, Executive represents to and covenants with or in favor of the Company his compliance with the restrictive covenants in Sections 9 through 19, as a condition to the Company's obligation to provide employment to Executive under this Agreement.
