Nondisparagement definition

Nondisparagement. As a material inducement to the Company to enter into this Agreement, Consultant agrees that he will not (i) publicly criticize or disparage the Company or any affiliate, or privately criticize or disparage the Company or any affiliate in a manner intended or reasonably calculated to result in public embarrassment to, or injury to the reputation of, the Company or any affiliate in any community in which the Company or any affiliate is engaged in business; (ii) directly or indirectly take any action inconsistent with the Waiver and Release; or (iii) commit damage to the property of the Company or any affiliate or otherwise engage in any misconduct which is injurious to the business or reputation of the Company or any affiliate; provided, however, that Consultant will not be in breach of the covenant contained in (ii) above solely by reason of his testimony which is compelled by process of law. Consultant further agrees that he will not make any public or private oral or written statement to any person, or take any action or position inconsistent with, the agreed statement of facts set forth on Exhibit A. As used in Sections 5 and 6 of this Agreement, the term "affiliate" means the Company; Le Groupe Videotron Ltee ("Videotron"); any direct or indirect subsidiary of the Company; any direct or indirect subsidiary of Videotron; any other entity in which the Company, Videotron or any of their direct or indirect subsidiaries owns more than 50% of the outstanding equity interests; any officer, director or employee of the Company or of any of the foregoing entities; and any former officer, director or employee of the Company or of any of the foregoing entities.
Sample 1
Nondisparagement. The Company will instruct the current members of its Board of Directors as well its executive leadership team, not to criticize, denigrate, or otherwise disparage me. Nothing in this subsection (vi) shall prohibit (i) the Company from filing disclosures with the SEC, (ii) any internal discussions or discussions with such individuals’ or the Company’s or such individual’s professional representatives; or (iii) giving truthful testimony, or truthfully responding to a valid subpoena, or communicating with government or regulatory entities.
Sample 1

Examples of Nondisparagement in a sentence

  • The provisions of this Agreement are severable, and if any part of it is found to be invalid or unenforceable, including, without limitation, any part of the General Release, Covenant Not to Sue, Non-disparagement and/or Confidentiality sections above, the other parts shall remain fully valid and enforceable.

  • In the final analysis, these findings could help lend more to the research field and potentially lead to further studies where future findings could provide additional evidence in support or against our study.

  • If the Employee terminates this Agreement and his employment for Good Reason, the Company shall pay to the Employee the Employee’s Base Salary for the remainder of the Term in accordance with the Company’s payroll practices in effect from time to time, provided, however, the Employee is not in violation of the Confidentiality, Nondisclosure, Noncompetition, Nonsolicitation and Nondisparagement Agreement attached as Exhibit B.

  • In the event the Company terminates this Agreement without Cause or any successor of the Company refuses to accept assignment of this Agreement, the Company shall pay to the Employee the Employee’s Base Salary for the remainder of the Term in accordance with the Company’s payroll practices in effect from time to time, provided, however, the Employee is not in violation of the Confidentiality, Nondisclosure, Noncompetition, Nonsolicitation and Nondisparagement Agreement attached as Exhibit B.

  • In recognition of the need of the Company to protect its goodwill and legitimate business interests, Employee agrees that the terms and conditions of the Company’s Confidentiality, Nondisclosure, Noncompetition, Nonsolicitation and Nondisparagement Agreement, as attached hereto as Exhibit B, are hereby incorporated into this Agreement.

  • Any violation of the Non-disclosure and Non-disparagement Covenants set forth in paragraphs 11 and 12 above shall be a material breach of the Agreement.

  • Any violation of the Non-disparagement Covenants set forth in paragraph 11 above shall be a material breach of the Agreement.

  • All other terms of the Separation Agreement to the extent not inconsistent with the terms of this Second Release are hereby incorporated in this Second Release as though fully stated herein and apply with equal force to this Second Release, including, without limitation, the provisions on Nondisparagement, Arbitration, Governing Law, and Attorneys’ Fees.

  • Non-disparagement agreement means an agreement between the employee and employee not to make negative statements about the other related to complaints or personnel actions related to violations of this policy.

  • The restrictive covenants contained in Articles 11 (Confidentiality, Non-solicitation, Non-competition, and Non-disparagement), 12 (Proprietary Developments), and 13 (Executive’s Representations and Further Agreements) are independent of any other contractual obligations in this Agreement or otherwise owed by the Company to the Executive.

Related to Nondisparagement

  • Disparagement means making comments or statements to the press, the Company’s or its Affiliates’ employees, consultants or any individual or entity with whom the Company or its Affiliates has a business relationship which could reasonably be expected to adversely affect in any manner: (a) the conduct of the business of the Company or its Affiliates (including, without limitation, any products or business plans or prospects); or (b) the business reputation of the Company or its Affiliates, or any of their products, or their past or present officers, directors or employees.

  • Covenant not to compete means an agreement:

  • Noncompetition Agreement shall have the meaning set forth in Section 5.9 of this Agreement.

  • Noncompetition Agreements as defined in Section 2.4(a)(iv).

  • Confidentiality means that only people who are authorised to use the data can access it.

  • Nonsolicitation Period means the Employment Period and a period ending one year after the Date of Termination; and

  • Competition or “Competitions” means any competition comprised within the Event where the winner is awarded a prize. A Competition may be comprised of one or more qualification phase/sections, runs or heats, including official training sessions. In the FIS Rules, Competitions are sometimes also referred to as “races”.

  • Competitions means any competition comprised within the Event where the winner is awarded a prize. A Competition may be comprised of one or more qualification phase/sections, runs or heats, including official training sessions. In the FIS Rules, Competitions are sometimes also referred to as “races”.

  • Noncompetition Period has the meaning set forth in Section 9.01.

  • Non-Competition Agreement has the meaning set forth in Section 2.1 of this Agreement.

  • Nondisclosure Agreement has the meaning specified in Section 11.07.

  • Non-Competition Agreements has the meaning set out in Section 7.1.1.7;

  • Confidential Information Breach This shall mean, generally, an instance where an unauthorized person or entity accesses Confidential Information in any manner, including but not limited to the following occurrences: (1) any Confidential Information that is not encrypted or protected is misplaced, lost, stolen or in any way compromised; (2)one or more third parties have had access to or taken control or possession of any Confidential Information that is not encrypted or protected without prior written authorization from the State; (3) the unauthorized acquisition of encrypted or protected Confidential Information together with the confidential process or key that is capable of compromising the integrity of the Confidential Information; or (4) if there is a substantial risk of identity theft or fraud to the Client Agency, the Contractor, DAS or State.

  • Restrictive Covenant Agreement means any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Partnership or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition (if applicable), non-solicitation and/or confidentiality, in order to protect the business of the Partnership and its Affiliates.

  • Compete means to provide Competitive Services, whether Employee is acting on behalf of himself/herself, or in conjunction with or in concert with any other entity, person, or business, including activities performed while working for or on behalf of a Customer.

  • Non-Competition Period means the period the Executive is employed by the Company plus one (1) year from the Termination Date if the Executive's employment is terminated (i) by the Company for any reason, (ii) by the Executive for any reason, or (iii) by reason of either the Company's or the Executive's decision not to extend the term of this Agreement as contemplated by Section 1 hereof.

  • Proprietary Information shall have the same meaning as Confidential Information.

  • Confidentiality Undertaking means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Borrower and the Agent.

  • Restrictive Covenant Agreements has the meaning set forth in the Recitals.

  • Restrictive Covenants means the restrictive covenants contained in Section 13(c) hereof.

  • Confidential and Proprietary Information means any information that is classified as confidential in the Firm’s Global Policy on Confidential Information or that may have intrinsic value to the Firm, the Firm’s clients or other parties with which the Firm has a relationship, or that may provide the Firm with a competitive advantage, including, without limitation, any trade secrets; inventions (whether or not patentable); formulas; flow charts; computer programs; access codes or other systems information; algorithms; technology and business processes; business, product or marketing plans; sales and other forecasts; financial information; client lists or other intellectual property; information relating to compensation and benefits; and public information that becomes proprietary as a result of the Firm’s compilation of that information for use in its business, provided that such Confidential and Proprietary Information does not include any information which is available for use by the general public or is generally available for use within the relevant business or industry other than as a result of your action. Confidential and Proprietary Information may be in any medium or form, including, without limitation, physical documents, computer files or discs, electronic communications, videotapes, audiotapes, and oral communications.

  • Existing Confidentiality Agreement has the meaning set forth in Section 4.01.

  • Restrictive Covenant has the meaning set forth in Section 6(c).

  • SUPPLEMENTARY INFORMATION The following is a summary of the application. The complete application is available for a fee from the SEC's Public Reference Branch, 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000-0000 (tel. (202) 000-0000).

  • Confidentiality Agreements shall have the meaning set forth in Section 6.7 hereof.

  • Proprietary Information and Technology means any and all of the following: works of authorship, computer programs, source code and executable code, whether embodied in software, firmware or otherwise, assemblers, applets, compilers, user interfaces, application programming interfaces, protocols, architectures, documentation, annotations, comments, designs, files, records, schematics, test methodologies, test vectors, emulation and simulation tools and reports, hardware development tools, models, tooling, prototypes, breadboards and other devices, data, data structures, databases, data compilations and collections, inventions (whether or not patentable), invention disclosures, discoveries, improvements, technology, proprietary and confidential ideas and information, know-how and information maintained as trade secrets, tools, concepts, techniques, methods, processes, formulae, patterns, algorithms and specifications, customer lists and supplier lists and any and all instantiations or embodiments of the foregoing or any Intellectual Property Rights in any form and embodied in any media.