Protection of Confidential Information; Non-Competition. 4.1. Executive acknowledges that:
(1) As a result of his current employment with the Company, Executive will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 as the “Company”), including, without limitations, financial information, designs and other proprietary rights, trade secrets and “know-how,” customers and sources (“Confidential Information”).
(2) The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information.
(3) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company.
4.2. Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) in the course of performing his duties hereunder, (ii) to the extent that any such information is in the public domain other than as a result of Executive’s breach of any of his obligations hereunder, (iii) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Company. If Executive shall be required to make disclosure pursuant to the provisions of clause (iii) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s expense, Executive shall: (a) take reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof.
4.3. Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then p...
Protection of Confidential Information; Non-Competition. 5.1 The Executive acknowledges that the Executive’s services will be unique, that they will involve the development of Company-subsidized relationships with key customers, suppliers, and service providers as well as with key Company employees and that the Executive’s work for the Company will give the Executive access to highly confidential information not available to the public or competitors, including trade secrets and confidential marketing, sales, product development and other data and plans which it would be impracticable for the Company to effectively protect and preserve in the absence of this Section 5 and the disclosure or misappropriation of which could materially adversely affect the Company. Accordingly, the Executive agrees:
5.1.1 except in the course of performing the Executive’s duties provided for in Section 1.1, not at any time, whether during or after the Executive’s employment with the Company, to divulge to any other entity or person any confidential information acquired by the Executive concerning the Company’s or its affiliates’ financial affairs or business processes or methods or their research, development or marketing programs or plans, any other of its or their trade secrets, any information regarding personal matters of any directors, officers, employees or agents of the Company or its affiliates or their respective family members, or any information concerning the circumstances of the Executive’s employment and any termination of the Executive’s employment with the Company or any information regarding discussions related to any of the foregoing. The foregoing prohibitions shall include, without limitation, directly or indirectly publishing (or causing, participating in, assisting or providing any statement, opinion or information in connection with the publication of) any diary, memoir, letter, story, photograph, interview, article, essay, account or description (whether fictionalized or not) concerning any of the foregoing, publication being deemed to include any presentation or reproduction of any written, verbal or visual material in any communication medium, including any book, magazine, newspaper, theatrical production or movie, or television or radio programming or commercial or over the internet. In the event that the Executive is requested or required to make disclosure of information subject to this Section 5.1.1 under any court order, subpoena or other judicial process, the Executive will promptly notify RCPC, take ...
Protection of Confidential Information; Non-Competition. 5.1 In view of the fact that the Executive's work for the Company will bring the Executive into close contact with many confidential affairs of the Company not readily available to the public, and plans for future developments, the Executive agrees:
5.1.1 To keep and retain in the strictest confidence all confidential matters of the Company, including, without limitation, "know how", trade secrets, customer lists, pricing policies, operational methods, technical processes, formulae, inventions and research projects, and other business affairs of the Company, learned by the Executive heretofore or hereafter, and not to disclose them to anyone outside of the Company, either during or after the Executive's employment with the Company, except in the course of performing the Executive's duties hereunder or with the Company's express written consent. The foregoing prohibitions shall include, without limitation, directly or indirectly publishing (or causing, participating in, assisting or providing any statement, opinion or information in connection with the publication of) any diary, memoir, letter, story, photograph, interview, article, essay, account or description (whether fictionalized or not) concerning any of the foregoing, publication being deemed to include any presentation or reproduction of any written, verbal or visual material in any communication medium, including any book, magazine, newspaper, theatrical production or movie, or television or radio programming or commercial; and
5.1.2 To deliver promptly to the Company on termination of the Executive's employment by the Company, or at any time the Company may so request, all memoranda, notes, records, reports, manuals, drawings, blueprints and other documents (and all copies thereof) relating to the Company's business and all property associated therewith, which the Executive may then possess or have under the Executive's control.
5.2 During the Term, the Executive shall not, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business competitive with the business of the Company or of any of its subsidiaries or affiliates; the Executive shall not engage in such business on the Executive's own account; and the Executive shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or in any other relationship or cap...
Protection of Confidential Information; Non-Competition. 4.1 Executive shall sign, or has signed, a Confidential Information and Invention Assignment Agreement (the “Confidentiality Agreement”). Executive hereby represents and warrants to Company that he has complied with all obligations under the Confidentiality Agreement and agrees to continue to abide by the terms of the Confidentiality Agreement and further agrees that the provisions of the Confidentiality Agreement shall survive any termination of this Agreement or of Executive’s employment relationship with Company.
4.2 Executive hereby agrees that he shall not, during his employment pursuant to this Agreement and for a period of twenty-four (24) months thereafter, do any of the following without the prior written consent of the Board of Directors:
(a) carry on any business or activity (whether directly or indirectly, as a partner, shareholder, principal, agent, director, affiliate, employee or consultant) which is competitive with the business conducted by the Company or any of its subsidiaries (as conducted now or as those businesses come to be conducted during the term of Executive’s employment), nor engage in any other activities that conflict with Executive’s obligations to the Company and its subsidiaries.
(b) solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct his or its purchase of the products and/or services of the Company or any of its subsidiaries to any person, firm, corporation, institution or other entity in competition with the business of the Company or any of its subsidiaries.
(c) solicit or influence or attempt to influence any person employed by or a consultant to the Company or any of its subsidiaries to terminate or otherwise cease his employment or consulting relationship with the Company or any of its subsidiaries or become an employee of any competitor of the Company or its subsidiaries.
(d) Executive agrees that breach of this Section 4.2 will cause substantial injury to the Company for which money damages will not provide an adequate remedy, and Executive agrees that the Company shall have the right to obtain injunctive relief, including the right to have this Section 4.2 specifically enforced by any court having equity jurisdiction, in addition to, and not in limitation of, any other remedies available to the Company under applicable law.
Protection of Confidential Information; Non-Competition. Non-Solicitation, Non-Disparagement and Cooperation.
Protection of Confidential Information; Non-Competition. 5.1. In view of the fact that the Executive's work for the Company will bring the Executive into close contact with many confidential affairs of the Company not readily available to the public, and plans for future developments, the Executive agrees:
5.1.1. To keep and retain in the strictest confidence all confidential matters of the Company, including, without limitation, "know how", trade secrets, customer lists, pricing policies, operational methods, technical processes, formulae, inventions and research projects, other business affairs of the Company, and any information whatsoever concerning any director, officer, employee or agent of the Company or their respective family members learned by the Executive heretofore or hereafter, and not to disclose them to anyone outside of the Company, either during or after the Executive's employment with the Company, except in the course of performing the Executive's duties hereunder or with the Company's express written consent. The foregoing prohibitions shall include, without limitation, directly or indirectly publishing (or causing, participating in, assisting or providing any statement, opinion or information in connection with the publication of) any diary, memoir, letter, story, photograph, interview, article, essay, account or description (whether fictionalized or not) concerning any of the foregoing, publication being deemed to include any presentation or reproduction of any written, verbal or visual material in any communication medium, including any book, magazine, newspaper, theatrical production or movie, or television or radio programming or commercial; and
5.1.2. To deliver promptly to the Company on termination of the Executive's employment by the Company, or at any time the Company may so request, all memoranda, notes, records, reports, manuals, drawings, blueprints and other documents (and all copies thereof) relating to the Company's business and all property associated therewith, which the Executive may then possess or have under the Executive's control.
5.2. During the Term, the Executive shall not, directly or indirectly, on his own behalf or behalf of any other person or entity, enter the employ of, or render any services to, any person, firm or corporation engaged in any business competitive with the business of the Company or of any of its subsidiaries or affiliates; the Executive shall not engage in such business on the Executive's own account; and the Executive shall not become interest...
Protection of Confidential Information; Non-Competition. 12.1 The Executive agrees that, in view of the fact that his work for Xxxxx-Craft will bring him into close contact with many confidential affairs of Xxxxx-Craft not readily available to the public, he will not at any time (whether during the Employment Term, the Consulting Term, or thereafter) disclose to any person, firm, corporation, partnership or other entity whatsoever (except Xxxxx-Craft or any of its subsidiaries), or any officer, director, stockholder, partner, associate, employee, agent or representative of any such firm, corporation or other entity, any confidential information or trade secrets of Xxxxx-Craft which may come into his possession during the Employment Term or the Consulting Term (the "Confidential Materials"). The term "Confidential Materials" does not include information which at the time of disclosure or thereafter is generally available to or known by the public otherwise than by reason of the Executive's disclosure thereof in violation of this Agreement (ii) is, was or becomes available to the Executive on a non-confidential basis from a source other than Xxxxx-Craft, provided that the Executive has no reason to believe that such source is or was bound by a confidentiality agreement with Xxxxx-Craft, (iii) has been made available, or is made available, on an unrestricted basis to a third party by Xxxxx-Craft, by an individual authorized to do so, or (iv) is known by the Executive prior to its disclosure to the Executive. The Executive may use and disclose Confidential Materials to the extent necessary to assert any right or defend against any claim arising under this Agreement or pertaining to Confidential Materials or their use, to the extent necessary to comply with any applicable statute, constitution, treaty, rule, regulation, ordinance or order, whether of the United States, any state thereof, or any other jurisdiction applicable to the Executive, or if the Executive receives a request to disclose all or any part of the information contained in the Confidential Materials unde the terms of a subpoena, order, civil investigative demand or similar process issued by a court of competent jurisdiction or by a governmental body or agency, whether of the United States or any state thereof, or any other jurisdiction applicable to the Executive.
Protection of Confidential Information; Non-Competition. 5.1 Executive acknowledges that:
(a) As a result of his current and prior employment with the Company, Executive has obtained and will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this paragraph 5 as the
Protection of Confidential Information; Non-Competition. The Consultant agrees that his services hereunder are of a special, unique, extraordinary and intellectual character, and his position with the Company places the Consultant in a position of confidence and trust with partners, customers, suppliers and consultants of the Company. The Consultant further acknowledges that the performance of the Consultant's duties and responsibilities under this Agreement may require the disclosure to the Consultant of confidential information and trade secrets of the Company (such as, without limitation, strategies, projections, marketing plans, budgets and policies). The Consultant and the Company agree that, in the course of engagement hereunder, the Consultant will continue to develop a personal relationship with the Company's partners, suppliers and customers and a knowledge of such partners', suppliers' and customers' affairs and requirements which may constitute the Company's primary and only contact with such partners, suppliers or customers. The Consultant consequently agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that the Consultant make the covenants contained herein and that the covenants are given as an integral part of and incident to the transactions contemplated by this Agreement. Accordingly, the Consultant agrees as follows:
Protection of Confidential Information; Non-Competition. The Consultant agrees that his services hereunder are of a special, unique, extraordinary and intellectual character, and his position with the Company places the Consultant in a position of confidence and trust with partners, customers, suppliers and consultants of the Company. The Consultant further acknowledges that the performance of the Consultant's duties and responsibilities under this Agreement may require the disclosure to the Consultant of confidential information and trade secrets of the Company (such as, without limitation, strategies, projections, marketing plans, budgets and policies). The Consultant and the Company agree that, in the course of engagement hereunder, the Consultant will continue to develop a personal relationship with the Company's partners, suppliers and customers and a knowledge of such partners', suppliers' and customers' affairs and requirements which may constitute the Company's primary and only contact with such partners, suppliers or
