Certain Covenants of Executive Clause Samples

Certain Covenants of Executive. (a) As used in Section 9 and Section 10, the Company shall include the Company and each corporation, partnership, or other entity that controls the Company, is controlled by the Company, or is under common control with the Company (in each case “control” meaning the direct or indirect ownership of 50% or more of all outstanding equity interests). (b) While Executive is employed by the Company and, following the termination of Executive’s employment for any reason, until the first anniversary of the Date of Termination, Executive will not, directly or indirectly: (i) employ or attempt to employ any director, officer, or employee of the Company, or otherwise interfere with or disrupt any employment relationship (contractual or other) of the Company; (ii) solicit, request, advise, or induce any present or potential customer (defined by those companies from which the Company has either solicited business or have prepared marketing proposals for the solicitation of business within the past 12 months prior the Date of Termination), supplier, or other business contact of the Company to cancel, curtail, or otherwise change its relationship with the Company; or (iii) publicly criticize or disparage in any manner or by any means the Company or its management, policies, operations, products, services, practices, or personnel. (c) Executive hereby acknowledges and agrees that all non-public information and data of the Company, including without limitation that related to product and service formulation, customers, pricing, sales, and financial results (collectively, “Trade Secrets”) are of substantial value to the Company, provide it with a substantial competitive advantage in its business, and are and have been maintained in the strictest confidence as trade secrets. Except as permitted by the Board, or as appropriate in the performance of Executive’s duties in the normal course of business, Executive shall not at any time disclose or make accessible to anyone any Trade Secrets. (d) Executive acknowledges and agrees that this Section 9 and each provision hereof are reasonable and necessary to ensure that the Company receives the expected benefits of this Agreement and that violation of this Section will harm the Company to such an extent that monetary damages alone would be an inadequate remedy. Consequently, in the event of any violation or threatened violation by Executive of any provision of this Section, the Company shall be entitled to an injunction (in addition...

Certain Covenants of Executive. 9.1. Executive agrees that during the Term of Employment, he will not (a) directly or indirectly engage or invest in any business other than Company's business without the prior approval of the CEO or his designee or (b) otherwise act as a director, officer, employee, agent, owner, partner or consultant to any such business. It is understood and agreed that Executive shall not be deemed to be in default with respect to this Section 9.1 as a result of any investment he may make in not more than five percent of the outstanding shares or other units of any security registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "1934 Act") or in not more than fifty percent of the outstanding shares or other units of any security not registered pursuant to Section 12 of the 1934 ▇▇▇. 9.2. Executive will not during his employment or thereafter (except in the course of his duties as authorized by Company or as required by law) use or disclose to any person any confidential information or trade secrets belonging or relating to Company or any person or entity with whom Executive have come into contact as a result of his employment. Upon termination of this Agreement, Executive promptly shall return all originals and copies of such papers, lists, documents and records that are in his possession, custody or control. 9.3. If the provisions contained in this Section 9 are more restrictive than permitted by applicable law, the parties agree that the covenants contained in this Section 9 shall be enforceable and in force to the extent permitted by law.

Certain Covenants of Executive. Executive covenants and agrees that during the term of this Agreement and for a period ending one (1) year after Executive's termination of employment with the Company for Cause (except in the event of the Executive's Permanent Disability) or Executive's resignation without Good Reason, Executive shall not (i) bid for renewals or extensions of existing Company contracts or (ii) solicit or offer to provide services of the type provided by the Company to any third party that was a customer of the Company on the date of the Executive's termination of employment with the Company. Executive further covenants and agrees that during the term of this Agreement and for the period ending two (2) years after Executive's termination of employment with the Company for Cause (except in the event of the Executive's Permanent Disability) or Executive's resignation without Good Reason, Executive shall not hire or engage any individual who was employed by the Company on the date of Executive's termination of employment.

Certain Covenants of Executive. As a condition of Executive’s employment by the Company and the payment of compensation and receipt of benefits referred to above, Executive agrees to continue to be bound, and will continue to be bound following Executive’s termination of employment, to the covenants contained in the Award Agreements. Executive acknowledges that the Company would not provide the compensation and/or benefits set forth above if Executive was not willing to be bound by the terms of the Award Agreements, and Executive further acknowledges and agrees that if he breaches or threatens to breach the covenants contained in the Award Agreements or the other terms of this Agreement, then to the fullest extent permitted by law, (a) the Company will be entitled to apply for and receive an injunction to restrain any violation of such covenants or this Agreement, without notice and without payment of bond, (b) the Company will not be obligated to make any additional payments or provide any additional benefits, and (c) Executive will be obligated to pay to the Company its costs and expenses in enforcing the covenants contained in the Award Agreements and this Agreement and defending against such lawsuit (including court costs, expenses and reasonable legal fees) if Company is the prevailing party. As the sole exception to the mandatory arbitration obligation pursuant to Section 9(d) below, Executive agrees that the Company may enforce the covenants contained in the Award Agreements or the other terms of this Agreement by bringing such action for injunctive relief in the state and federal courts located in Austin, Texas, and Executive irrevocably consents to, and agrees not to object or assert any defense or challenge to, the jurisdiction and venue of such courts. Notwithstanding the foregoing, nothing in this Agreement, the Supplemental Release, or the Award Agreements is intended to limit Executive’s ability to (i) report possible violations of law or regulation to, or file a charge or complaint with, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission (“Government Agencies”), (ii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, includin...

Certain Covenants of Executive. Executive hereby covenants and agrees that: (a) In the event any member of the Company Group incurs any Indemnified Tax, Executive agrees to promptly pay the amount of such Indemnified Tax in cash within 15 days of written notice from the Company, and Executive authorizes the Company Group to take all actions necessary or appropriate to secure such payment, including withholding such amounts from payments otherwise due to Executive. Executive further agrees to fund any indemnity or other security that any member of the Company Group is required or agrees to provide for any Indemnified Tax for which such member could be responsible. (b) Promptly upon the request of the Company, Executive shall do or cause to be done all commercially reasonably acts and things, and in connection therewith, execute, deliver and file all documents (including, without limitation, all statements or other forms), necessary or appropriate in order to claim, obtain, secure, substantiate or otherwise support the exemption of actual or deemed payments to Executive in connection with the Acquired Shares and the Section 83(b) Election from withholding. (c) If any taxing authority notifies Executive with respect to any action, suit, proceeding (administrative or judicial) or other matter that may give rise to a claim for indemnification under this Agreement, then Executive shall promptly notify Company in writing and shall thereafter keep the Company (and its counsel) fully advised and informed as to the status of each such action, suit, proceeding or other matter at all stages thereof and shall provide the Company (and its counsel) with copies of all items and materials, including, without limitation, correspondence, memoranda, schedules, working papers, reports and other documents, received from, or provided to, each such taxing authority in connection with each such action, suit, proceeding or other matter.

Certain Covenants of Executive. Without in any way limiting or waiving any right or remedy accorded to Company or any limitation placed upon Executive by law, Executive agrees as follow:

Certain Covenants of Executive. The Executive hereby covenants and agrees that (i) the benefits of this Note, including the interest arrangements hereunder, shall not be transferable by the Executive, (ii) the proceeds of this Note shall only be utilized to purchase or construct a new principal residence in Nashville, Tennessee, and (iii) he will not convert his former principal residence identified above to business or investment use.

Certain Covenants of Executive. Without in any way limiting or waiving any other right or remedy accorded to Company or any limitation placed upon Officer by law, Officer agrees as follows:

Certain Covenants of Executive. Without in any way limiting or waiving any right or remedy accorded to Company or any limitation placed upon Executive by law, Executive agrees as follows: (a) Acknowledgment: Executive understands and agrees that Company is engaged in the highly competitive business of computer software development; that Company's success is highly dependent upon the protection of Company's trade secrets and confidential information; that Company has invested considerable resources of its time and money in developing its products, services, staff, goodwill, procedures, clients, techniques, special training, client lists, manuals, records, documents, and other trade secrets and confidential information; and that upon and during employment under this Agreement Company has provided and will provide Executive access to and valuable knowledge regarding Company's trade secrets and confidential information, creating a relationship of confidence and trust between Company and Executive. Executive acknowledges and agrees that the use of such trade secrets or confidential information, or of Executive's expertise or leadership, for the benefit of Company's Competitors would be greatly harmful to Company, and that Company's willingness to enter into business with Executive and to provide Executive access to its trade secrets and confidential information is conditioned upon (i) the protection of Company's trade secrets and confidential information for Company's sole and exclusive